The Company is represented by the Board of Directors or by the Chief Executive Officer. The Chief Executive Officer may 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.

The key responsibilities of the Board of Directors include amongst others:

  • approving any change in the nature and scope of the business of the Group;
  • approving any proposal to be submitted to the General Meeting of Shareholders in order to amend the Articles of Association of EADS (Qualified Majority, as defined below);
  • approving the overall strategy and the strategic plan of the Group;
  • approving the operational business plan and the yearly budget of the Group;
  • setting the major performance targets of the Group;
  • monitoring on a quarterly basis, the operating performance of the Group;
  • designating or removing the Chairman and the Chief Executive Officer and deciding upon the designation or removal of the Chief Executive Officer of Airbus; it being understood that (i) the Chairman and the Chief Executive Officer of Airbus shall be of the same citizenship, either French or German, and the Chief Executive Officer and the Airbus COO of the other citizenship, and (ii) the Chief Executive Officer and the Airbus Chief Executive Officer may not be the same person (Qualified Majority);
  • appointing the members of the Executive Committee (see below), as a whole team, not on an individual basis;
  • establishing and approving amendments to the Rules and to the rules for the Executive Committee (Qualified Majority);
  • deciding upon the appointments of the Airbus Shareholder Committee, the EADS Corporate Secretary and the Chairmen of the Supervisory Board (or similar organ) of other important Group companies and Business Units;
  • approving material changes to the organisational structure of the Group;
  • approving investments, projects or product decisions or divestments of the Group with a value exceeding € 350,000,000 (it being understood that this item shall require the Qualified Majority only for investments, projects or product decisions or divestments of the EADS Group with a value exceeding € 500,000,000);
  • approving strategic alliances and co-operation agreements of the Group (Qualified Majority);
  • approving principles and guidelines governing the conduct of the Group in matters involving non-contractual liabilities (like environmental matters, quality assurance, financial announcement, integrity) as well as the corporate identity of the Group;
  • approving matters of shareholder policy, major actions or major announcements to the capital markets;
  • approving any material decision regarding the ballistic missiles business of the Group (Qualified Majority);
  • approving other measures and business of fundamental significance for the Group or which involve an abnormal level of risk; and
  • approving any proposal by the Chairman and the Chief Executive Officer as to the appointment of the independent Directors, for submission to the General Meeting of Shareholders.