Airbus // Universal Registration Document 2021

4. Corporate Governance / 4.1 Management and Control

strategic decision making and portfolio management, including meeting materials, and maximising the value contributed by the Board through deeper engagement and alignment with Management. Also highlighted was the value of providing the Board with access to deeper insights across a range of topics, including geopolitics, technological developments, energy transition and industrial transformation, ESG issues, the competitive environment and management succession planning. Finally, continuous efforts should be made to enhance the diversity of the Board across multiple perspectives in order to embrace the challenges of the future. The Audit Committee has four (4) Members and is chaired by an Independent Director who is not the Chair of the Board of Directors or a current or former Executive Director of the Company. The Chair of the Audit Committee shall be, and the other members of the Audit Committee may be, financial experts with relevant knowledge and experience of financial administration and accounting for listed companies or other large legal entities. Pursuant to the Board Rules, the Audi t Commi t tee, which is required to meet at least four times a year, makes recommendations to the Board of Directors on the approval of the annual financial statements and the interim accounts (Q1, H1, Q3), as well as the appointment of external auditors and the determination of their remuneration. Moreover, the Audit Committee has responsibility for verifying and making recommendations to the effect that the internal and external audit activities are correctly directed, that internal controls are duly exercised and that these matters are given due importance at meetings of the Board of Directors. Thus, it discusses with the auditors their audit programme and the results of the audit of the financial statements, and it monitors the adequacy of the Company’s internal controls, accounting policies and financial reporting. It also oversees the operation of the Company’s ERM system and keeps a strong link to the Ethics, Compliance and Sustainability Committee. For further details in this regard, see “– 4.5: Enterprise Risk Management System”. Please refer to Annex E of the Board Rules for a complete list of responsibilities of the Audit Committee. The Chairman of the Board of Directors and the CEO are invited to the Audit Committee meetings. The CFO and the Head of Accounting Record to Report are requested to attend meetings to present management proposals and to answer questions. Furthermore, the Head of Corporate Audit & Forensic and the Chief Ethics & Compliance Officer are requested to report to the Audit Committee on a regular basis. In 2021, this Committeemet five times with an average attendance rate of 95%. It fully performed all of the duties and discussed all of the items described above. In particular, it performed reviews of internal controls, corporate audit (including major findings and audit plan for 2021), accounts ( i.e. 2020 full year accounts, 2021 Q1, H1 and Q3 accounts, specific provisions and accounting items, operative planning and forecasts) and independence of external auditors. In addition, regular ERM, legal and compliance updates were presented to the Audit Committee and discussed in meetings. The inclusion of Airbus within the German DAX 40 was also addressed. 4.1.1.2 Board Committees a) The Audit Committee

the Board performed regular talent reviews, including in person meetings with a number of talents identified as part of the top management succession planning. 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. Board Evaluation 2021 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. Following the decision in 2020 to extend the Board Review cycle for one more year, due to the changes to the Board during 2019 and 2020, the year 2021 was the beginning of a new three- year cycle. The review was carried out between September and December 2021 by an external advisor, Korn Ferry, based on an extensive questionnaire and detailed interviews with each Director. The questionnaire covered Board and Committee processes, Board composition and structure, culture and dynamics, the relationship between the Board and Management, the role of the Chairman, the contribution of the Directors, the strategic alignment of the Board and the value it adds. The review confirmed the Board’s overall strong performance. Directors were found to be committed, experienced and of high calibre, and the Board to be well supported by the Corporate Secretary. Furthermore, the Board is continuing to develop and enhance its capabilities. Its membership offers a diverse mix of experience, business leadership, functional and technical experience, and nationality. The relationships between the Directors themselves and between the Directors and Management have created an environment of constructive challenge as well as direct and straightforward interaction and debate, and the culture is collegiate and collaborative. The Chairman is proactively leading the strategic agenda of the Board and promoting a collaborative culture. He has developed an open, transparent and effective working relationship with the CEO that has been instrumental in improving the impact of the Board. All the Committees are operating well, integrate properly with the governance accountability of the Board, and are led by effective and experienced Committee Chairs. Notwithstanding this favourable feedback, the review identified some oppor tunities for the Board to fur ther improve its effectiveness and contribution. These were primarily in the areas of rebalancing the agenda to provide greater scope for strategic debate, improving analysis provided to the Board in support of

190

Airbus / Registration Document 2021

Made with FlippingBook - Online Brochure Maker