Status: June 2009
Pursuant to the Rules, the Remuneration and Nomination Committee makes recommendations to the Board of Directors regarding the appointment of the EADS Corporate Secretary, the members of the Airbus Shareholder Committee, and the chairmen of the Supervisory Board (or similar organ) of other important Group member companies and business units. The Remuneration and Nomination Committee also makes recommendations to the Board of Directors regarding remuneration strategies and long-term remuneration plans and decides on the service contracts and other contractual matters in relation to the Board of Directors and Executive Committee members. Once approved by the Chairman, it also reviews the proposals by the Chief Executive Officer for the appointment of members of the Executive Committee and of the Airbus Chief Executive Officer. The rules and responsibilities of the Remuneration and Nomination Committee have been set out in more detail in the Remuneration and Nomination Charter.
The guiding principles governing management appointments in the Group should be that the best candidate is appointed to the position (“best man for the job”), while maintaining at the same time a broad balance in terms of nationalities which should not be detrimental to the quality and cohesiveness of the management team. The implementation of these principles should not create restrictions on the diversity of nationalities within the EADS executive management team.
During 2008, the Remuneration and Nomination Committee was chaired by Sir John Parker, and also included Rolf Bartke, Dominique D’Hinnin and Hermann-Josef Lamberti as members. Following Bodo Uebber’s appointment as Chairman of EADS on 14 April 2009, the Board of Directors has decided to propose Mr Wilfried Porth to succeed Mr Rolf Bartke on the Remuneration and Nomination Committee with effect from the Annual General Meeting of shareholders to be held on 27 May 2009. The Chairman and the Chief Executive Officer are invited to participate in each meeting of the Committee.
The Remuneration and Nomination Committee meets twice a year, or more frequently according to need. It met four times during 2008, with a 94% average attendance rate. In addition to making recommendations to the Board of Directors for major appointments within the Group, the Remuneration and Nomination Committee reviewed the compensation policy (including pension schemes), the bonus payments for 2007, the long-term incentive plan and the employee share ownership plan for 2008/2009, as well as the salary review of the Executive Committee members for 2008.
Members
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