Airbus // Universal Registration Document 2021
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 2021: CEO This paragraph 4.2.1.3 describes how the Remuneration Policy was implemented in 2021 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. The new relevant peer group from this last benchmark, based on Willis Towers Watson database, is 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. Financial institutions were excluded from this peer group. Based on the conclusion of the independent expert who ran the benchmark, the total direct compensation (TDC) of the CEO is below the median level of the peer group. In line with the Company’s Remuneration philosophy, the conclusion of this benchmarking exercise was duly taken into account by the RNCG and the Board of Directors when setting the remuneration of the CEO. In addition to external benchmark, the RNGC considers also the remuneration of employees through the review of the evolution of the pay-ratio (see 4.2.1.3 item ( j)). b) Base Salary The 2021 CEO Base Salary level on a full year basis is unchanged compared to 2020 and amounts to €1,350,000 (lowered from the Base Salary of the former CEO: €1,500,000 in 2019). a) Benchmarking The latest benchmark was performed in July 2021 at RNGC and Board of Directors request.
(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 Grumm, GE, Caterpillar, 3M, IMB, Fedex.
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Airbus / Registration Document 2021
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