Airbus - 2022 Universal Registration Document
4. Corporate Governance / 4.1 Management and Control
In relation to Airbus Defence and Space, the Board regularly reviewed the financial status of the Division, and the status of the key programmes, including the progress of the FCAS. There were in-depth discussions about the Company’s strategy in Defence, Space Systems and Connected Intelligence, and on critical skills identification and management. For Airbus Helicopters, the Board focused its review on the financial situation of the Division, competition, progress made on major projects, including military programmes and next generation rotorcraft. The Board dedicated several sessions in 2022 to reviewing the strategic plan implementation status and key aspects of the Company’s strategy, including in Defence and Space as mentioned above. As it is the case every year, the Board had a strategy off-site meeting. In 2022, this meeting took place in Airbus UK’s Broughton premises where the Board met with the Company’s local teams and visited the industrial site. There was a focus on Airbus’ single aisle operations, with a presentation of the wing assembly industrial system. The Board also visited the Innovation Space facility where key initiatives on people and engagement were presented, as well as the single aisle pre-equipping flowline, where the progress of Airbus’ safety journey was addressed. The Board also discovered the Advanced Manufacturing Research Centre that is the home of Airbus’ flagship Wing of Tomorrow programme, a crucial part of Airbus’ R&T portfolio to develop the new technologies, materials and skills to enable the next generation of decarbonised aircraft. In addition, the newly appointed Board Members (Irene Rummelhoff and Antony Wood), joined by other members of the Board of Directors (in particular René Obermann, Stephan Gemkow and Mark Dunkerley), followed the Airbus induction programme aiming at providing relevant information to support them in their non-Executive Director roles. Three meetings were organised in 2022 as part of this induction programme: in Manching (Germany) at Airbus Defence and Space, in Marignane (France) at Airbus Helicopters and in Blagnac (France) at Airbus Commercial Aircraft. During those meetings, presentations on business strategy and upcoming challenges were made by top Company executives. They were also an opportunity for Board Members to interact with talents (from top and middle management) and learn more about Company activities such as: – Eurofighter Final Assembly Line (FAL), the FCAS lab, the Eurodrone plateau and the Intelligence activities (OneAtlas and Pléiades Neo programme) for Airbus Defence and Space; –the Racer, Disruptive lab and Flight lab, the H160 / H225 / H125 / H130 FALs for Airbus Helicopters; and – flight test operations activities and aircrafts and the Airspace customer showroom for Airbus Commercial Aircraft. Eager to engage with Airbus’ teams globally, in 2022 René Obermann also visited the sites of Getafe (Spain) and Hamburg (Germany). Throughout 2022, the Board of Directors frequently addressed and discussed the Company’ strategy in relation to its employees. This included critical skills and competences identification and management, remuneration and retention schemes, employer attractiveness as well as inclusion and diversity (including gender diversity). In parallel, the Board performed regular talent reviews, including in-person meetings with a number of talents identified as part of the top management succession planning.
On the recommendation of the RNGC, the Board selected two new Board Members who joined in 2022 (Irene Rummelhoff and Antony Wood) and continued to keep an active pipeline of talent for future changes within the Board, with a focus on continuing improving (gender) diversity. On the recommendation of the RNGC, the Board approved the increase in the CEO remuneration implemented in 2022 in the context of his renewal and that of the non-Executive Directors for implementation in 2023. The Board also discussed several sustainability matters of major importance to the Company such as: –safety: the Board performed a bi-annual review of product safety related issues, received regular updates at quarterly meetings of the Board of Directors and ad hoc updates on relevant developments in between meetings of the Board of Directors. In addition, the Board visited the newly created Airbus safety promotion centre in Blagnac (France); – climate: the Board also approved the Company’s engagement with the SBTi for the assessment of its GHG targets, including the establishment of a science-based target for its scope 3. In addition, an update on Airbus cybersecurity matters, including the cybersecurity governance model, was presented to the Board and discussed. Following the settlements reached with the French, UK and US authorities in January 2020 in relation to the Serious Fraud Office / Parquet National Financier / US Department of Justice / US Department of State investigations, the Board of Directors and its Ethics, Compliance and Sustainability Committee remained fully committed and provided full support throughout the year to the post-settlement activities. The Board continued (and will continue) to pay close attention to the Company’s active engagement with its shareholders, so that Airbus’ approach to governance, compliance and sustainability is well understood and reflects shareholders’ expectations to the extent possible. In 2022, in addition to the formal general meeting, the Chairman and the lead Independent Director, together with the Airbus team, sought regular engagements with major shareholders in order to understand their views in particular on governance, remuneration, key sustainability matters and performance against the Company’s strategy. Board Evaluation 2022 The Board of Directors implemented a continuous evaluation process based on a three-year cycle. As part of this process, every three years, a formal evaluation of the functioning of the Board of Directors and its Committees is conducted with the assistance of a third-party expert. In the year succeeding such an outside evaluation, the Board of Directors performs a self-evaluation and focuses on the implementation of the improvement action plan resulting from the third-party assessment. In the intervening second year, the General Counsel, being also the Secretary of the Board, issues a questionnaire and consults with Board Members to establish an internal evaluation which is then discussed with them.2022 was the second year of the three-year cycle that started in 2021. In November 2022, the Board of Directors, therefore, carried out an internal evaluation based on a questionnaire issued by the General Counsel and circulated to each Board Member. The questionnaire covered: Board composition, the functioning and contribution of the Board and its Committees, the topics covered at Board level, the dynamic between the Board and management and further among Board Members,
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Airbus / Universal Registration Document 2022
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