Airbus // Universal Registration Document 2021

4. Corporate Governance / 4.1 Management and Control

b) The Ethics, Compliance and Sustainability Committee To reinforce the role and involvement of the Board of Directors on sustainability-related topics, the remit of the former Ethics & Compliance Committee established in 2017 was extended to sustainability matters in July 2020. The Committee was renamed the Ethics, Compliance and Sustainability Committee (“ EC&S Committee ” or “ ECSC ”) and the Board Rules have been amended accordingly. The main mission of the EC&S Committee is to assist the Board of Directors in overseeing the Company’s culture and commitment to ethical business, integrity and sustainability. The EC&S Committee is empowered to monitor the Company’s Ethics & Compliance programme, organisation and framework in order to make sure that the Company’s Ethics & Compliance governance is effective (including all associated internal policies, procedures and controls). This includes the areas of money laundering and terrorist financing, fraud, bribery and corruption, trade sanctions and export control, data privacy, procurement and supply chain compliance and anti-competitive practices. The EC&S Committee is also empowered to oversee the Company’s sustainability strategy and effective governance and ensure that sustainability related topics are taken into account in the Company’s objectives and strategy. The EC&S Committee makes recommendations to the Board of Directors and its Committees on all Ethics, Compliance or Sustainability-related matters, and is responsible for providing to the Audit Committee any necessary disclosures on issues or alleged ethical and compliance breaches that are financial and accounting-related. The EC&S Committee maintains a reporting line with the Chief Ethics & Compliance Officer, who is requested to provide periodic reports on its activities. The Chairman of the Audit Committee and the Chairman of the RNGC are members of the EC&S Committee. Unless otherwise decided by the EC&S Committee, the CEO and the Chairman of the Board of Directors are invited to attend the meetings. From time to time, independent external experts are also invited to attend EC&S Committee meetings. The EC&S Committee is required to meet at least four times a year. In 2021, the EC&S Committee met in total six times with an average attendance rate of 89%. All of the above described items were discussed during the meetings and the EC&S Committee fully performed all the above described duties. In particular, 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 Committee performed regular reviews of the post settlements activities (including compliance and export control updates). Notably, regular updates on the activities of the ITAR Special Compliance Officer, appointed in 2020 under the Consent Agreement with the US State Department and on the monitoring of the Agence Française Anti-Corruption (AFA) were provided. The Committee also held discussions on the management of data privacy at Airbus. Regarding Sustainability, the EC&S Committee discussed the Scope 3 disclosure included for the first time in the 2020 Non-Financial Statement and reviewed the 2021 key priorities, Sustainability roadmaps, dashboard and KPIs. In addition, the EC&S Committee reviewed stakeholders’ expectations on Sustainability issues including climate and reporting standards.

c) The Remuneration, Nomination and Governance Committee

Pursuant to the Board rules, besides its role described in section 4.1.1 above, the RNGC consults with the Chairman and the CEO with respect to proposals for the appointment of the members of the Executive Committee, and makes recommendations to the Board of Directors regarding the appointment of the Secretary to the Board of Directors. The RNGC also makes recommendations to the Board of Directors regarding succession planning (at Board of Directors, Executive Committee and Senior Management levels), remuneration strategies and long-term remuneration plans. Furthermore, the RNGC oversees contractual matters in relation to the members of the Board and the Executive Committee, including the terms and conditions of the relevant contracts, and the preparation of the remuneration policy for approval by the Board. The rules and responsibilities of the RNGC have been set out in the Board rules. In addition, the RNGC reviews the Company’s top talent, discusses measures to improve engagement and to promote diversity, as well as reviewing the remuneration of the Executive Committee members, the Long-Term Incentive Plans (“ LTIP ”), and the variable pay for the previous year. Finally, the RNGC performs regular evaluations of the Company’s corporate governance and makes proposals for changes to the Board Rules or the Articles of Association. Unless otherwise decided, the Chairman of the Board of Directors and the CEO are invited to attend meetings of the RNGC. The Chief Human Resources Officer (“ CHRO ”) is requested to attend meetings to present management proposals and to answer questions. The CEO leaves the meetings when the RNGC discusses his / her remuneration or personal situation. Pursuant to the Board Rules, the Chair of the RNGC automatically fulfils the function of “ Lead Independent Director ”. In this role he / she is responsible for (i) replacing the Chairman in his / her absence at meetings of the Board of Directors, (ii) organising the annual appraisal of the Chairman’s performance by the Board of Directors and (iii) acting as an intermediary for and between the other Directors when necessary. The RNGC is required to meet at least four times a year. In 2021, it met five times with an attendance rate of 100%. It discussed all of the above described items during the meetings and it fully performed all of the above described duties. In particular, the RNGC further discussed the adaptation of the remuneration strategy to properly address the emerging risks of attracting and retaining key talent. The RNGC also continued to work on a 360 feedback exercise for the CEO and to perform reviews of the top management succession plan and, more generally, of key talents. Changes within the Executive Committee were discussed in meetings and implemented in 2021 (see above in the Board of Directors operations section). The Committee held regular discussions on diversity, including gender diversity, in particular at Board and top management levels. The RNGC also worked on the Board of Directors succession plan, with a strong focus on gender diversity.

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Airbus / Registration Document 2021