Airbus - 2022 Universal Registration Document
4. Corporate Governance / 4.2 Interests of Directors and Principal Executive Officers
h) Retirement Until the end of 2019, the retirement benefit of the CEO accrued through a defined benefit commitment. Following the Board of Directors decision approved in the AGM 2020, the accrued pension rights under this commitment have been frozen based on the seniority of the CEO as Executive Committee member at the end of 2019. A replacement target ratio has therefore been set at 52% of his Base Salary ( i.e. 26% of the sum of his Base Salary and his target VR) and will no longer accrue. The pension rights under this commitment remain unvested until the retirement date of the CEO. The pension rights arising from the Company’s defined contribution plan ( i.e. contribution of 20% of the pensionable remuneration, which is the Base Salary and the most recently paid VR) are deducted from the frozen pension rights described above. The present value of the remaining CEO’s pension obligation related to the frozen defined benefit commitment is estimated annually by an independent actuarial firm according to the international accounting standard IAS 19 as applied by the Company for post-employment benefits. As of 31 December 2022, the defined benefit obligation amounted to €6,895,263 (€9,046,433 in 2021). This obligation has been accrued in the 2021 Consolidated Financial Statements and will be updated annually up to the retirement date of the CEO considering future changes on economic assumptions or other factors like salary increase. For the fiscal year 2022, the cost related to the CEO’s pension rights accrued under Company’s plans during the year represented an expense of €1,385,222 ( versus € 1,138,794 in 2021). The annual cost of pension rights accrued under applicable mandatory collective and state pension plans are accounted for among social charges (please refer to Note 34 to the IFRS Consolidated Financial Statements for further details). i) Clawback The Board of Directors did not apply any clawback in 2022.
j) Pay Ratio The Dutch Code recommends that the Company provides a ratio comparing the compensation of the CEO and that of a “representative reference group” determined by the Company. The Company’s pay ratio is calculated by comparing the compensation of the CEO with the average compensation of full time equivalent permanent employees from France, Germany, the UK and Spain for the Company, excluding subsidiaries (encompassing around 99,000 employees). Since 2021, the aggregate compensation over the fiscal year that is used as a reference amount to calculate the ratio includes the gross sum of the Base Salary, annual bonus, profit and success sharing, overtime, premium for work conditions and other premiums, social charges, value of benefits and pension contributions and the face value of LTIP at grant date. The ratio between the compensation of the CEO (including base salary, variable remuneration, social charges, benefits, pension contributions and LTIP grant face value) and the average compensation of full-time equivalent permanent employees for the fiscal year to which this report relates is 70 (for 2021: 61 after restatement) (rounded to the nearest integer). The increase in pay-ratio is mainly due to the increase in the collective component of the Annual Variable Remuneration (VR): the collective component related to the VR paid-out in 2021 to CEO was impacted by the COVID-19 crisis, while it was not the case for the payment in 2022 related to the 2021 performance which was very strong due to quicker than expected post COVID-19 recovery. k) Severance No payment has been made to the CEO in 2022 related to severance or other termination indemnity. Under the current CEO’s appointment terms and conditions, the payment of an indemnity in case of termination would be subject to performance conditions. These conditions would be fulfilled if the collective and individual components of the VR for the last two financial years preceding the financial year during which the termination occurs have been assessed by the Board of Directors at 100% or more.
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Airbus / Universal Registration Document 2022
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