Airbus - 2022 Universal Registration Document

4. Corporate Governance / 4.1 Management and Control

Changes in the composition of the Board in the course of 2022

Until 2022 AGM

From 2022 AGM

Name

Age

Status

Name

Age

Status

Mr. Carlos TAVARES

Ms. Irene RUMMELHOFF

63

Member

55

Member

Lord DRAYSON (Paul)

61

Member

From December Board

Name

Age

Status

Mr. Tony WOOD

56

Member

Changes in the Board committees in the course of 2022

Until 2022 AGM

From 2022 AGM

04

Committee

Name

Status

Name

Status

Remuneration, Nomination and Governance

Lord DRAYSON (Paul)

Mr. Mark DUNKERLEY

Member

Member

Ethics, Compliance and Sustainability

Ms. Irene RUMMELHOFF

Lord DRAYSON (Paul)

Member

Member

environment, as well as the situation in China and the US. Convened on an ad hoc basis early in April 2022, the Board dedicated a session to perform a comprehensive review of the potential impacts of Russia’s invasion of Ukraine on Company business and, more generally, on the aerospace industry. Regular updates on relevant developments in that regard were provided to the Board during the year. The Board continued to review and discuss the operational and commercial status of programmes, as well as the overall financial situation of the Company in a context where the COVID-19 situation significantly improved but was followed by international sanctions and the energy crisis that aggravated already existing tensions on logistics, materials, components and skilled workforce. During the year, the Board reviewed the Company’s financial results and forecasts. After two consecutive years without dividend payment, the Board decided to submit a dividend proposal to the 2022 AGM. The Board maintained an emphasis on both Corporate Audit and ERM and reinforced its emphasis on internal controls. With regard to the commercial aircraft business, in May 2022 the Board reviewed and supported the evolution of the single aisle industrial footprint to a rate of 75, including the creation of a new single aisle final assembly line in Mobile, Alabama (the US), and an A321 capability upgrade in Toulouse (France). The Board received regular updates on the status of the production ramp-up of the different aircraft families and on supply chain issues, as well as on their impact on the number of deliveries. In that context, the Board notably discussed and supported the revision of the Company’s 2022 target for commercial aircraft deliveries in July and the decision to no longer maintain that target in December 2022 as recommended by management. In addition, in-depth analyses on commercial aircraft sales contracts, approval processes and relations with customers were presented to the Board and discussed.

Independent Directors The Independent Directors appointed pursuant to the criteria of independence set out above are René Obermann, Ralph Crosby Jr., Catherine Guillouard, Victor Chu, Maria Amparo Moraleda Martinez, Claudia Nemat, Jean-Pierre Clamadieu, Mark Dunkerley, Stephan Gemkow, Irene Rummelhoff and Antony Wood. Prior Offences and Family Ties To the Company’s knowledge, none of the Directors (in either their individual capacity or as Director or senior manager of any of the entities listed above) has been convicted in relation to fraudulent offences, been the subject of any bankruptcy, receivership or liquidation, or companies put into administration nor been the subject of any official public incrimination and/or sanction by a statutory or regulatory authority, nor been disqualified by a court from acting as a Member of the administrative, management or supervisory bodies of any issuer or conduct of affairs of any company, during at least the last five years. As of the date of this document, there are no family ties among any of the Directors. (iii)Operation of the Board of Directors in 2022 Board of Directors Meetings Thirteen Board of Directors (the “ Board ”) meetings (including ad hoc calls) were held in 2022. The average attendance rate at these meetings was 96%. In addition, as it is the case every year, the Board was informed in due time of any relevant developments through reports from the CEO in between meetings of the Board. Regular non-executive sessions took place at the end of the meetings of the Board. Throughout the year, the Board discussed all matters of importance for the Company’s activities and there was a continual focus on geopolitical issues, including Russia’s invasion of Ukraine and its impact on the Company’s operating

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Airbus / Universal Registration Document 2022