Pursuant to the Articles of Association, the Board of Directors is responsible for the management of the company. The Board of Directors consists of a maximum of twelve members appointed and removed by the shareholders’ meeting.

The Board is responsible for the overall conduct of the Group, the management, direction and performance of the company and its business, and has the powers, authorities, duties and discretions vested in it by and pursuant to the relevant laws of the Netherlands, as well as the rules under the Articles. The non-executive directors have no day-to-day management responsibility and as such no authority to represent EADS N.V.

Responsibilities of the Board as stated in the Internal Rules of the Board:

  1. to approve any change in the nature and scope of the business of the EADS Group (Simple Majority) ;
  2. to approve any proposed resolution to be presented to the General Meeting of Shareholders relating to a change of any of the articles of the articles of association of EADS N.V. which requires the approval of a majority of at least seventy-five percent (75%) of the valid votes cast at the General Meeting (i.e. article 5.4, article 15, article 16, article 17.5 and article 18.4) (Qualified Majority);
  3. to approve the agenda of (including the proposals made to) the General Meeting of Shareholders (ordinary and extraordinary) (Simple Majority);
  4. to approve the overall strategy and the strategic plan of the EADS Group (Simple Majority);
  5. to approve the operational business plan of the EADS Group (the Business Plan) and the yearly budget (the Yearly Budget) of the EADS Group, including the plans for Investment, R&D, Employment, Finance and, as far as applicable, major programmes (Simple Majority);
  6. to approve substantial changes to the Business Plan and the Yearly Budget (Simple Majority);
  7. to set the major performance targets of the EADS Group (Simple Majority);
  8. to monitor on a quarterly basis the operating performance of the EADS Group (Simple Majority);
  9. to nominate, suspend or revoke the Chairman and the CEO (Qualified Majority) ;
  10. to approve of all the members of the Executive Committee taken as a whole as proposed by the CEO and to approve their proposed appointment as chief executive officers of important EADS Group companies and their service contracts and other contractual matters in relation to the Executive Committee and their function as chief executive officer (Simple Majority) ;
  11. to establish, and to approve amendments to these Rules and the rules for the Executive Committee (Simple Majority except as noted within the Rules);
  12. to decide upon the appointments of the Airbus Shareholder Committee, the appointments of the EADS corporate secretary and the chairmen of the supervisory board (or similar organ) of other important EADS Group companies and business units, on the basis of the recommendations of the Remuneration and Nomination Committee, as well as the institution and amendment of the rules governing the organs of such entities (Simple Majority);
  13. to approve the remuneration strategies and the long-term remuneration plans of the EADS Group on the basis of the recommendations of the Remuneration and Nomination Committee (Simple Majority);
  14. to approve material changes to the organisational structure of the EADS Group (Simple Majority);
  15. to approve the relocation of the headquarters of the principal companies of the EADS Group and of the operational headquarters of EADS N.V. (Qualified Majority) ;
  16. to approve decisions in connection with the location of new industrial sites material to EADS Group as a whole or the change of the location of existing activities that are material to EADS Group (Simple Majority);
  17. to approve the timely prepared accounts of EADS N.V. for submission to the General Meeting of Shareholders on the basis of a recommendation by the Audit Committee (Simple Majority);
  18. to make a proposal to the General Meeting of Shareholders for the appointment of EADS N.V.’s auditors and to determine the auditors’ remuneration (Simple Majority);
  19. to approve decisions to invest and initiate programs financed by EADS Group acquisition, divestment or sale decision, in each case for an amount in excess of 300 million euros (Simple Majority) ;
  20. to approve decisions to invest and initiate programs financed by EADS Group acquisition, divestment or sale decision, in each case for an amount in excess of 800 million euros (Qualified Majority);
  21. to approve decisions to enter into and terminate strategic alliances at the level of EADS N.V. or at the level of one of its principal subsidiaries (Qualified Majority) ;
  22. to approve principles and guidelines governing the conduct of the EADS Group in matters involving non-contractual liabilities (like environmental matters, quality assurance, financial announcements, integrity) as well as the corporate identity of the EADS Group (Simple Majority) ;
  23. to approve any share buyback, cancellation (redemption) of shares or the issuing of new shares or any similar measure leading to a change in the total number of voting rights in EADS N.V., except in the case of any buyback or cancellation (redemption) of shares in the ordinary course of business (in which case the management of EADS N.V. will only inform the Directors before its implementation with a reasonable prior notice) (Qualified Majority) ;
  24. to approve the framework for taking up credits and granting loans for the EADS Group, and to authorise the CEO to approve individual measures in excess of 250 million euros within this framework (Simple Majority);
  25. to grant the CEO the authority to allow credits to third parties as well as to grant sureties or to accept guarantees or to give similar undertakings for liabilities of third parties not consolidated within the EADS Group insofar as the respective value of each such measure exceeds euro 100 million (Simple Majority);
  26. to approve matters of shareholder policy, major actions or major announcements to the capital markets (Simple Majority) ;
  27. to approve decisions in respect of other measures and business of fundamental significance for the EADS Group which involves an abnormal level of risk (Simple Majority) ;
  28. to approve any proposal of names of candidates to succeed active Directors made by the Remuneration and Nomination Committee, after consultation with the Chairman and the CEO, for submission to the General Meeting of Shareholders (Simple Majority) ; and
  29. to approve of entering into and terminating cooperation agreements at the level of EADS N.V. or at the level of one of its principal subsidiaries having an impact on the share capital of EADS N.V. or of the relevant subsidiary (Qualified Majority).