Governance Framework and Documents
The Board Rules specify that in addition to the Board of Directors’ responsibilities under applicable law and the Articles of Association, the Board of Directors is responsible for certain enumerated categories of decisions. Under the Articles of Association, the Board of Directors is responsible for the management of the Company. Under the Board Rules, the Board of Directors delegates the execution of the strategy as approved by the Board of Directors and the day-to-day management of the Company to the CEO, who, supported by the Executive Committee and its executive management team, makes decisions with respect to the management of the Company. However, the CEO should not enter into transactions that form part of the key responsibilities of the Board of Directors unless these transactions have been approved by the Board of Directors.
Matters that require Board of Directors’ approval include amongst others, the following items (by Simple Majority unless otherwise noted):
■ approving any change in the nature and scope of the business of the Company and Airbus;
■ debating and approving the overall strategy and the strategic plan of Airbus;
■ approving the operational business plan of Airbus (the “Business Plan”) and the yearly budget of Airbus (the “Yearly Budget”), including the plan for Investment, Research and Development (“R&D”), Employment, Finance and, as far as applicable, major programmes;
■ nominating, suspending or revoking the Chairman of the Board of Directors and the CEO (Qualified Majority);
■ approving of all of the Members of the Executive Committee as proposed by the CEO and their service contracts and other contractual matters in relation to the Executive Committee and deciding upon the appointment and removal of the Secretary to the Board on the basis of the recommendation of the Remuneration, Nomination and Governance Committee;
■ approving the relocation of the headquarters of the principal companies of Airbus and of the operational headquarters of the Company (Qualified Majority);
■ approving decisions in connection with the location of new industrial sites material to Airbus as a whole or the change of the location of existing activities that are material to Airbus;
■ approving decisions to invest and initiate programmes financed by Airbus, acquisition, divestment or sale decisions, in each case for an amount in excess of €300 million;
■ approving decisions to invest and initiate programmes financed by Airbus, acquisition, divestment or sale decisions, in each case for an amount in excess of €800 million (Qualified Majority);
■ approving decisions to enter into and terminate strategic alliances at the level of the Company or at the level of one of its principal subsidiaries (Qualified Majority);
■ approving matters of shareholder
■ approving decisions in respect of other measures and business of fundamental significance for Airbus or which involves an abnormal level of risk.
The Board of Directors must have a certain number of Directors present or represented at a meeting to take action. This quorum requirement depends on the action to be taken. For the Board of Directors to make a decision on a Simple Majority matter, a majority of the Directors must be present or represented. For the Board of Directors to make a decision on a Qualified Majority matter, at least ten of the Directors must be present or represented. If the Board of Directors cannot act on a Qualified Majority Matter because this quorum is not satisfied, the quorum would decrease to eight of the Directors at a new duly called meeting.
In addition, the Board Rules detail the rights and duties of the Members of the Board of Directors and set out the core principles which each Member of the Board of Directors shall comply with and shall be bound by, such as acting in the best interest of the Company and its stakeholders, devoting necessary time and attention to the carrying out of their duties and avoiding any and all conflicts of interest.
The Company is governed by the laws of the Netherlands (in particular Book 2 of the Dutch Civil Code) and by its Articles of Association. Airbus is also subject to various legal provisions of the Dutch Financial Supervision Act (Wet op het financieel toezicht - the “WFT”).
Given the fact that its shares are admitted for trading on a regulated market in France, Germany and Spain, the Company is subject to certain laws and regulations in these three jurisdictions. As an extension to our Articles of Association, the Board and Committees have their own charter and set of rules.
Under the Dutch and European legislation and in view of best practice regarding transparency, Airbus discloses some information regarding its business, finances, risk factors and corporate governance.
The Report of the Board of Directors provides for a summary of the activities of Airbus during the previous financial year, along with the summary on the mandatory topics.
The Annual Report includes the annual review, financial statements and registration document all related to the previous financial year. The document provides for a detailed disclosure on (historical) information.
The Report of the Board of Directors and the Annual Report are shared with the shareholders at the Annual General Meeting.
The Information on Principal Investments lists the Company’s consolidated entities as disclosed in the “Notes to the IFRS Consolidated Financial Statements - Note 5: Scope of Consolidation” as of 31 December 2019.
