Airbus - 2022 Universal Registration Document

4. Corporate Governance / 4.2 Interests of Directors and Principal Executive Officers

The Company does not provide loans or advances to the Non Executive Directors. Unless the law provides otherwise, the Non-Executive Directors shall be reimbursed by the Company for various costs and expenses, including reasonable costs of defending claims. Under certain circumstances, such as an act or failure to act by a Member of the Board of Directors that can be characterised as intentional, intentionally reckless, or seriously culpable, there will be no entitlement to this reimbursement.

Non-Executive Directors do not receive any performance or equity- related compensation, and do not accrue pension rights with the Company in the frame of their mandate, except what they would receive in the frame of a current or past executive mandate. These measures are designed to ensure the independence of Board Members and strengthen the overall effectiveness of the Company’s corporate governance. The Company does not encourage Non-Executive Directors to purchase Airbus SE shares.

4.2.1.3 Implementation of the Remuneration Policy in 2022: CEO This paragraph 4.2.1.3 describes how the Remuneration Policy was implemented in 2022 with respect to the CEO (Mr Guillaume Faury). As a reminder, the AGM held in 2020 approved the Remuneration Policy through resolution five with a very high level of support. In line with the Remuneration Policy and the expectation of the RNGC and the Board of Directors, the philosophy of the remuneration policy aims to provide remuneration that will attract, retain and motivate high-calibre executive, while taking into account best practices as well as employee and shareholder considerations. It should help to ensure that the Company achieves its strategic and operational objectives, thereby delivering sustainable returns for all shareholders and other stakeholders in a manner consistent with the Company’s identity, mission and corporate values. To consider the Company operations and employees’ breakdown by geographic areas, the relevant peer group from this last benchmark, based on Willis Towers Watson database, was composed of 55 companies (1) selected from CAC40 in France, DAX 40 (formerly DAX 30) in Germany, FTSE 100 in the UK, IBEX 35 in Spain and DJ 30 in the US having comparable economic indicators such as revenues, number of employees and market capitalisation and providing perspective on compensation practices from direct or indirect competitors. In particular, US companies were included in this peer group since Airbus has direct competitors in this country and since Airbus has senior executives in the US where it competes to recruit talents. However, and considering the very unique US pay practices and as Airbus executives are mainly based in Europe, US companies were solely weighted at 10% over all countries. The data was compounded using the following weighting: France 30% Germany 30%, Spain 15%, the United Kingdom 15% and the USA 10%. Financial institutions were excluded from the peer group. Based on the benchmark run by this independent third party, the Board of Directors, upon recommendation of the RNGC decided to increase by 10% the Total Direct Compensation (TDC) (Base Salary + Variable Remuneration + LTIP) of the CEO applicable from 1 January 2022. a) Benchmarking The latest benchmark was performed in July 2021 at RNGC and Board of Directors request.

04

(1) France: Total, Sanofi, Safran SA, Air Liquide, Stellantis, Danone, Schneider Electric, Saint-Gobain, Vinci, Engie, Thales, Dassault systèmes Germany: Bayer, Volkswagen, Daimler, BASF, Deutsche Telekom, Siemens, BMW, Continental, E.ON, Henkel, Deutsche Post, SAP Spain: Iberdrola, Endesa, Siemens Gamesa, Santander, Telefónica, Naturgy, Repsol, Banco Bilbao, Inditex, Ferrovial SA

UK: Shell, BP, BAT, GSK, Rio Tinto, Vodafone, Bae Systems, Rolls Royce, Diageo, Unilever, Tesco US: Boeing, Lockheed, Raytheon, General Dynamics, Northrop Grumman, GE, Caterpillar, 3M, IMB, Fedex

237

Airbus / Universal Registration Document 2022

Made with FlippingBook Digital Proposal Maker