The Board of Directors carries out a self-assessment of its performance on an annual basis and a more thorough assessment every three years conducted by independent consultants. Due to the reconfiguration of the Board in October 2007, the self-assessment for that year did not take place, as its findings would have been irrelevant due to the short period of operation of the newly constituted Board.
The 2008 self-assessment was conducted by the Corporate Secretary, based upon one-to-one discussions between each Director and the Corporate Secretary. A discussion of the results was planned for a subsequent Board of Directors meeting. The evaluation explored the role of the Board of Directors, the correlation of its operations with its mission, and the instruments and processes that affect its performance.
The assessment concluded that the Board is generally satisfied with its ability to work as a team and to tackle relevant matters openly in the best interest of the Company. In other words, there is room for enhancements, but no need for drastic adjustments, after 16 months of operation.
The Directors consider the frequency and the length of the Board meetings adequate and feel that issues are covered thoroughly. Supporting documentation is of good quality and informative, but deemed excessively detailed, with a need for refocusing to better support Board decision making. However, the comprehensiveness arises from the complexity of the business, and the proportion of information delivery relative to discussion reflects this fact.
With regards to the Board’s teamwork, attendance is adequate and the unanimous opinion is that conflicting views are expressed, discussions are open and dissent can be voiced constructively. Overall, the Board considers it assembles a very international, diverse and relevant set of skills, with a strong emphasis on finance competencies which are valuable to navigate the global financial crisis.
In addition, the Directors feel that the Board-work allows them to fulfil their duty, and attention to compliance permeates the work of the Board. But they sense that the Board is too involved in operational matters — brought about by pressing programme difficulties — and absorbed by short term issues at the expense of the longer term view. Therefore the majority of Board members requires more time devoted to long lead questions, such as strategy and succession planning, by the whole Board.
Committees are very thorough and professional, and the articulation of the Audit Committee and of the Remuneration and Nomination Committee with the rest of the Board is satisfactory; however, Committee work should increasingly be held on dates separate from the Board meeting.
Finally, the Chairmanships of the Board and the Committees are recognised as very competent and dedicated.
Since the last assessment in 2006, the diversity of the skill set and experience in the Board room, and the focus on the agenda are the most tangible improvements. Meeting attendance for the Audit and the Remuneration and Nomination Committees has improved.
Continuous improvement and effectiveness of governance and management of the Group will remain a prime focus and key success factor of EADS.
Further |
