Composition of the Remuneration and Nomination Committee

Since April 2nd, 2013

Name Term expires Role Status
Sir John Parker 2016 Chairman Independent
Jean-Claude Trichet 2016 Member Independent
Lakshmi N. Mittal 2016 Member Independent
Hans-Peter Keitel 2016 Member Independent

 

The Remuneration and Nomination Committee – composed of four independent Board members - makes recommendations to the Board of Directors regarding the appointment of members of the Executive Committee (upon proposal by the Chief Executive Officer and approval by the Chairman); the Airbus Group Corporate Secretary; the members of the Airbus Shareholder Committee; and the chairmen of the Supervisory Board (or similar organ) of other important Group member companies and business units. The Remuneration and Nomination Committee also makes recommendations to the Board of Directors regarding remuneration strategies and long-term remuneration plans and decides on the service contracts and other contractual matters in relation to the Board of Directors and Executive Committee members. The rules and responsibilities of the Remuneration and Nomination Committee have been set out in the Remuneration and Nomination Committee Charter.

The guiding principle governing management appointments in the Group is that the best candidate should be appointed to the position (“best person for the job”), while at the same time seeking to achieve a balanced composition with respect to gender, experience, national origin, etc. The implementation of these principles should, however not create any restrictions on the diversity within the Airbus Group executive management team.

The Chairman of the Board of Directors and the Chief Executive Officer are permanent guests of the Committee. The Head of Airbus Group Human Resources is requested to attend meetings of the Remuneration and Nomination Committee to present management proposals and to answer questions.

The Remuneration and Nomination Committee is required to meet at least twice a year. It met six times during 2012, with a 96% average attendance rate.

In addition to making recommendations to the Board of Directors for major appointments within the Group, the Remuneration and Nomination Committee reviewed top talents and succession planning, discussed measures to improve engagement and to promote diversity, reviewed the remuneration of the Executive Committee members for 2012, the long-term incentive plan, and the variable pay for 2011. Based on the outcome of the Free Share plan, it also proposed the terms of the 2013 ESOP plan.

Responsibilities of the Remuneration and Nomination Committee as stated in the Internal Rules of the Board of Directors:

  • to recommend to the Board the appointment of the Airbus Group corporate secretary, of members of the Airbus Shareholder Committee, and of chairmen of the supervisory board (or similar organ) of other important Airbus Group member companies and business units;
  • to decide the service contracts and other contractual matters in relation to the members of the Board and the Executive Committee;
  • to make recommendations to the Board regarding remuneration strategies and long-term remunerations plans;
  • to consult with the CEO with respect to proposals for the appointment of the members of the Executive Committee taken as a whole;
  • to recommend to the Board the names of candidates pursuant to clause 7.2;
  • to endeavor to void a complete replacement of outgoing Directors pursuant to clause 7.3;
  • to make recommendations on the temporary replacement of Directors pursuant to clause 7.6 and 7.7; and
  • to deal with human resources related and other matters pursuant to clause 7.8.