Airbus // Universal Registration Document 2023
4. Corporate Governance
4.2 Interests of Directors and Principal Executive Officers
j) Pay Ratio The Dutch Corporate Governance Code recommends that the Company provides a ratio comparing the compensation of the CEO and that of a “representative reference group” determined by the Company. The Company’s pay ratio is calculated by comparing the compensation of the CEO with the average compensation of employees, which is derived from the number of employees and the personnel expenses disclosed in the Financial Statements (see Notes 28 and 29). The ratio between the compensation of the CEO (including base salary, variable remuneration, social charges, benefits, pension contributions and LTIP grant face value) and the average compensation of full-time equivalent employees for the fiscal year to which this document relates is approximately 70 (2022: 74; 2021: 56; 2020: 64; 2019: 64). (1) k) Severance No payment has been made to the CEO in 2023 related to severance or other termination indemnity. Under the current CEO’s appointment terms and conditions, the payment of an indemnity in case of termination would be subject to performance conditions. These conditions would be fulfilled if the collective and individual components of the VR for the last two financial years preceding the financial year during which the termination occurs have been assessed by the Board of Directors at 100% or more.
As of 31 December 2023, the defined benefit obligation related to the frozen defined benefit commitment amounted to € 3,875,518 (2022: € 6,895,263). This obligation has been accrued in the 2023 Consolidated Financial Statements and will be updated annually up to the retirement date of the CEO considering additional service cost and future changes on economic assumptions or other factors like salary increase. The decrease in the defined benefit obligation is mainly due to the change in retirement age following the pension reform in France in 2023. This change has been considered as a plan amendment and leads to the recognition of a profit in EBIT. For the fiscal year 2023, the cost related to the CEO’s pension rights accrued under Company’s plans during the year represented a net profit of €1,049,054 composed by an expense of €1,404,951 and the effect of the French pension reform leading to a release of provision of € 2,454,006 (2022: expense of €1,385,222). The annual cost of pension rights accrued under applicable mandatory collective and state pension plans are accounted for among social charges (please refer to Note 33 to the IFRS Consolidated Financial Statements for further details). i) Clawback The Board of Directors did not apply any clawback in 2023.
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l) Development of the compensation The table below provides an overview of the development of the direct cash compensation paid to the CEO during a financial year composed by the Base Salary plus the VR (as defined below) and of the Employee Compensation (as defined below).
Financial year
2023
2022
2021
2020
2019
I. CEO’s direct cash compensation Annual Base Salary (in € thousand)
1,485 2,042 3,527 -5,3%
1,485 2,241 3,726 +35%
1,350 1,404 2,754
1,350 1,553 2,903
1,392 (1)
VR (in € thousand) (2)
2,318
Total
3,710 +1.1%
Annual Variation
-5.1% -21.8%
II. Long Term Incentive Plan (in € thousand) (3)
1,485
1,485
1,350
1,350
1,350
III. Company Performance EBIT Adjusted (in € million)
5,838
5,627
4,865
1,706
6,946 +19% 3,509 +21%
Annual Variation
+4%
+16% +185%
-75%
FCF before M&A and customer financing (in € million)
4,386
4,680 +33%
3,515
(6,935) -298%
Annual variation
-8%
n.a
IV. Employee Compensation (in € thousand) (4)
81.8
79.1
71.6
72.0
75.1
Annual Variation
+3.2% +10.5%
-0.6%
-4.1% +2.0%
(1) Base salary 2019 relates to the former CEO up to 10 April 2019 and to the current CEO from 10 April 2019. (2) VR paid during the financial year at stake in relation to the previous financial year. In 2020, the VR paid is related to the former CEO from 1 January 2019 up to 10 April 2019 (based on target) and to the current CEO from 10 April 2019 up to the end of the year 2019. As a reminder, the current CEO decided in 2020 to donate the equivalent to his VR related to 2019 to non-governmental organisations and humanitarian organisations. (3) Face value of LTIP granted in the financial year. No LTIP was granted in 2018 to the former CEO due to his future departure. (4) Average compensation of full-time equivalent permanent employees from France, Germany, the UK and Spain for the Company, excluding subsidiaries, composed by gross sum of the Base Salary, annual bonus, profit and success sharing, overtime, premium for work conditions and other premiums. For the 2021 financial year, the amount presented has been adjusted based on final figures. For the 2022 financial year, the amount presented is still an estimate and will be adjusted next year.
(1) In order to align with the newly added explanatory notes to best practice provision 3.4.1 of the Dutch Code, the pay ratio shown in this section has been calculated on the basis of total full-time equivalent headcount, rather than total permanent employees (as was done in the past). As a result thereof, the pay ratio presented in this Universal Registration Document for the financial years 2019, 2020, 2021 and 2022 is different than presented in the Universal Registration Documents over such previous years. The ratios presented have been rounded to the nearest integer.
255 Airbus Annual Report
Universal Registration Document 2023
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