Airbus - 2022 Universal Registration Document
4. Corporate Governance / 4.1 Management and Control
3. Diversity and Inclusion Best practice provision 2.1.6 of the Dutch Code recommends that the corporate governance statement explain the diversity and inclusion policy of the Company and the way it is implemented. In accordance with Dutch law (article 2:166 of the Dutch Civil code) the Company provides such information in “– Information on the Company’s Activities – 1.2.11 Inclusion & diversity” below. For information on the operation of the Shareholders’ Meeting, its key powers, the shareholders’ rights and how such powers and rights can be exercised, see “– Shareholdings and Voting Rights – 3.1.10.2 Shareholdings and Voting Rights”. For information on the composition and operation of the Board of Directors and its respective committees, see “– 4.1.1.1a: Board of Directors composition, power and rules”; “– 4.1.1.1c(iii): Operation of the Board of Directors in 2022”; and “– 4.1.1.2: Board Committees”. For information on (i) significant direct and indirect shareholdings, (ii) holders of shares with special control rights, (iii) rules governing appointment and dismissal of Directors, (iv) amendments to the Articles of Association, and (v) the delegation to the Board of Directors of the power to issue or buy back shares, see “– 3.3.1: Shareholding and voting rights – Shareholding structure at the end of 2022”; “– 3.3.2: Relationships with principal shareholders”; “– 4.1.1.1.a: Board of Directors composition, powers and rules”; and “– 3.2.3: Shareholding and voting rights – Modification of share capital or rights attached to shares”.
The long-term development and production cycles of the Company’s wide range of products and services in a globalised supply chain and highly regulated environment make enterprise risk management (“ ERM ”) a crucial mechanism both to mitigate risks faced by the Company and to identify and enhance potential opportunities. Applied across the Company and its main subsidiaries, ERM is a permanent top-down and bottom-up process, which is executed across the Divisions at each level of the organisation. It is designed to identify and manage relevant risks and opportunities. A sharp focus is put on the operational dimension due to the importance of programmes and operations for the Company. External factors are also considered in our approach in order to strengthen company resilience. ERM is an operational process embedded into the day-to day management activities of programmes, operations and functions. The top risks and their mitigations are reported to the Board of Directors through a reporting synthesis, consolidated on a quarterly basis. minimum five year holding period for awarded shares; however, the Company believes that potential deviations from this recommendation are significantly limited by the share ownership guideline (set forth in section 4.2.1.1 f), under which the CEO is expected to hold throughout his/her tenure Airbus SE shares with a value equal to 200% of his/her base salary. 2. Dealings with Analysts Best practice provision 4.2.3 of the Dutch Code recommends meetings with analysts, presentations to analysts, presentations to investors and institutional investors and press conferences shall be announced in advance on the Company’s website and by means of press releases. In addition, it recommends that provisions shall be made for all shareholders to follow these meetings and presentations in real time, and that after the meetings the presentations shall be posted on the Company’s website. For practical reasons, the Company does not always allow shareholders to follow meetings with analysts in real time. However, the Company ensures that all shareholders and other parties in the financial markets are provided with equal and simultaneous information about matters that may influence the share price.
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4.1.3 Enterprise Risk Management System
The ERM system relies on five pillars: –anticipation: early risk reduction and attention to emerging risks; – speak-up & early warnings; – robust risk mitigations;
– opportunities; and – strong governance.
4.1.3.1 ERM Process The objectives and principles of the ERM system, as endorsed by the Board of Directors, are set forth in the Company’s ERM Policy and communicated throughout the Company. The Company’s ERM Policy is supplemented by directives, manuals, guidelines, handbooks, and other supporting documents. External standards which contribute to the Company’s ERM system include the ISO 31000 defined by the International Organization for Standardization (“ ISO ”). The ERM process consists of three elements: – a strong operational dimension – derived from ISO 31000 – to enhance operational risk and opportunity management, identifying and mitigating threats and vulnerabilities, including single points of failure; –a reporting dimension (bottom up and top down), which contains procedures for the status reporting of the ERM system and the risk/opportunity situation; and – an ERM confirmation dimension, which comprises procedures to assess the effectiveness of the ERM system.
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Airbus / Universal Registration Document 2022
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