Airbus // Universal Registration Document 2023

4. Corporate Governance 4.1 Management and Control

Furthermore, the Board confirmed the added value of the deep dive sessions organised on specific topics as well as the site visits that should be maintained going forward. The Board noted that significant time was allocated to in-depth strategic debates that will be pursued in 2024. Finally, it was indicated that Board and Management succession planning, supply chain management and geopolitical aspects will remain focus areas in 2024.

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 ECSC 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 ECSC makes recommendations to the Board of Directors and its Committees on all ethics, compliance or sustainability related matters, including on climate-related disclosures, and is responsible for providing the Audit Committee with any necessary disclosures on issues or alleged ethical and compliance breaches that are financial and accounting-related. The ECSC maintains a reporting line with the Chief Ethics & Compliance Officer, who attends every ECSC meeting and is requested to provide quarterly reports on its activities, and with the Chief Sustainability Officer and Communications and member of the EC, who attends each ESCS meeting. The Chairman of the Audit Committee and the Chairman of the RNGC are members of the ECSC. Unless otherwise decided by the ECSC, the CEO and the Chairman of the Board of Directors attend all of the meetings. From time to time, independent external experts are also invited to attend ECSC meetings. In 2023, the ECSC met four times with an average attendance rate of 90%. All of the above-described items were discussed during the meetings and the ECSC fully performed all its duties. The ECSC’s work during the year was evenly split between sustainability topics and compliance topics. On the sustainability side, the ECSC discussed key sustainability roadmaps, including human rights and substances, and provided guidance on a wide variety of climate-related topics, including climate disclosures, internal strategy related to SBTi Targets and SAF. The ECSC also reviewed the Company’s strategy linked to critical materials sourcing, as well as the Company’s community impact policy and platform. The evolution of sustainability reporting and the regulatory landscape was a further point of attention. The ECSC continued to closely monitor Ethics and Compliance activities following the settlements reached with the French, UK and US authorities in January 2020, culminating in the conclusion of the Deferred Prosecution Agreements in 2023 and the subsequent dismissal of the related proceedings. The Company’s deployment of its export control programme and the status of the International Traffic in Arms Regulations (ITAR) monitorship has been an area of strong focus, which it will continue to be following the conclusion of the Consent Agreement in 2023. c) The Remuneration, Nomination and Governance Committee Pursuant to the Board rules, besides its role described in section “– 4.1.1 Board of Directors composition, powers, rules and engagement with shareholders” above, the Remuneration, Nomination and Governance Committee (“ 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

4.1.1.2 Board Committees a) The Audit Committee

Pursuant to the Board Rules, the Audit Committee, 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 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 enterprise risk management system and keeps a strong link to the Ethics, Compliance and Sustainability Committee. For further details in this regard, see «– 4.1.3. 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 attend all Audit Committee meetings (subject to their recusal from portions of such meetings, as may be appropriate). 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 report to the Audit Committee on a regular basis. In 2023, this Committee met six times with an attendance rate of 93.3%. It fully performed all of its duties and discussed all the items described above. In particular, it performed reviews of internal controls, corporate audit (including major findings and audit plan for 2023), accounts ( i.e. 2022 full year accounts, 2023 Q1, H1 and Q3 accounts, specific provisions and accounting items, operative planning and forecasts), tax related issues and independence of external auditors. In addition, the Committee performed a deep-dive on the Company’s enterprise risk management (“ ERM ”) processes and regular reviews of top company risks and opportunities. Legal and compliance updates were also presented and discussed in meetings. b) The Ethics, Compliance and Sustainability Committee Pursuant to the Board Rules, the Ethics, Compliance and Sustainability Committee (ECSC) which is required to meet at least four times a year, assists the Board of Directors in overseeing the Company’s culture and commitment to ethical business, integrity and sustainability. The ECSC is empowered to monitor the Company’s Ethics & Compliance programme, organisation and framework to make sure that the Company’s Ethics & Compliance governance is effective (including all

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Universal Registration Document 2023

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