Airbus // Universal Registration Document 2023

4. Corporate Governance 4.1 Management and Control

The long-term development and production cycles of the Company’s wide range of products and services in a globalised supply chain and highly regulated environment make enterprise risk management (“ ERM ”) a crucial mechanism both to mitigate risks faced by the Company and to identify and enhance potential opportunities. Applied across the Company and its main subsidiaries, ERM is a permanent top-down and bottom-up process, which is executed across the Divisions at each level of the organisation. It is designed to identify and manage relevant risks and opportunities. A sharp focus is put on the operational dimension due to the importance of programmes and operations for the Company. External factors are also considered in our approach in order to strengthen company resilience. ERM is an operational process embedded into the day-to day management activities of programmes, operations and functions. The top risks and their mitigations are reported to the Board of Directors through a reporting synthesis, consolidated on a quarterly basis. The ERM system relies on five pillars: – –Anticipation: early risk reduction and attention to emerging risks; – – Speak-up & early warnings; – – Robust risk mitigations; 4. CEO’s remuneration policy – Severance The Airbus remuneration policy provides that in case of termination of the CEO’s duties at the initiative of the Board of Directors, the CEO shall be entitled to a termination indemnity equal to one time the last Total Annual Remuneration (defined the Base Salary and VR most recently paid), subject to applicable local legal requirements (if any). The termination indemnity would be paid only provided that the performance conditions assessed by the Board of Directors had been fulfilled by the CEO. If the CEO’s appointment as member of the Board of Directors terminates within a period of 12 months or less prior to his retirement date, the termination indemnity will be limited by pro-rating its amount. Best practice provision 3.2.3 of the Dutch Code recommends that severance arrangements be limited to a maximum of one year’s base salary. As the Company competes on a global basis (and beyond the Dutch market) for talent, the Company deems a deviation of this recommendation to be justified. The termination indemnity of the CEO could therefore result in a deviation from the Dutch Code. 5. CEO’s remuneration policy implementation – Pay ratio Best practice provision 3.4.1 of the Dutch Code recommends that the Company’s remuneration report describes the Company’s pay ratio and any changes in that pay ratio compared to at least five previous financial years. The Company is disclosing the Company’s pay ratio for the financial years 2019 through 2023, consistent with the Dutch Corporate Governance Code. The Company’s pay ratio for the financial

4.1.3.1 ERM Process The objectives and principles of the ERM system, as endorsed by the Board of Directors, are set forth in the Company’s ERM Policy and communicated throughout the Company. The Company’s ERM Policy is supplemented by directives, manuals, guidelines, handbooks, and other supporting documents. External standards which contribute to the Company’s ERM system include the ISO 31000 standard for risk management, defined by the International Organization for Standardization. The ERM process consists of three elements: – – a strong operational dimension – derived from ISO 31000 – to enhance operational risk and opportunity management, identifying and mitigating threats and vulnerabilities, including single points of failure; – –a reporting dimension (bottom up and top down), which contains procedures for the status reporting of the ERM system and the risk/opportunity situation; and – – an ERM confirmation dimension, which comprises procedures to assess the effectiveness of the ERM system. The ERM process applies to all identified relevant sources of risks and opportunities that would potentially affect the Company’s activities, its businesses and its organisation in the short, mid and long-term. The ERM process is part of the overall management process of the Company and is interrelated with such other processes. year 2018 is not disclosed in section “– 4.2.1.3 Implementation of the Remuneration Policy in 2023: CEO” of the remuneration report because, due to the particular circumstances reflected in CEO remuneration for 2018 and due to intervening changes in the composition of CEO remuneration, the Company believes that the pay ratio for that year would not be a representative comparison figure. The Company’s pay ratio for the financial year 2018 remains publicly disclosed in the Company’s Board Report for that financial year. 6. Other For information on the operation of the Shareholders’ Meeting, its key powers, the shareholders’ rights and how such powers and rights can be exercised, see “– 3.1.10.2 Right to Attend Shareholders’ Meetings”. For information on the composition and operation of the Board of Directors and its respective committees, see “– 4.1.1.1a: Composition of the Board of Directors”; “– 4.1.1.1e(iii): Operation of the Board of Directors in 2023”; and “– 4.1.1.2: Board Committees”. For information on (i) significant direct and indirect shareholdings, (ii) holders of shares with special control rights, (iii) rules governing appointment and dismissal of Directors, (iv) amendments to the Articles of Association, and (v) the delegation to the Board of Directors of the power to issue or buy back shares, see “– 3.3.1: Shareholding Structure at the End of 2023”; “– 3.3.2 Relationships with principal shareholders”; “– 4.1.1.1.a: Composition of the Board of Directors”; and “– 3.2.3 Modification of Share Capital or Rights Attached to the Shares”.

4

4.1.3 Enterprise Risk Management System

– – Opportunities; and – – Strong governance.

239 Airbus Annual Report

Universal Registration Document 2023

Made with FlippingBook - professional solution for displaying marketing and sales documents online