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Responsibilities and Powers of the Board of Directors

Matters that require Board of Directors’ approval include the following items



  • to approve any change in the nature and scope of the business of Airbus (Simple Majority); 
  • to approve any proposed resolution to be presented to the General Meeting of Shareholders relating to a change of any of the articles of the Articles of Association of Airbus SE which requires the approval of a majority of at least seventy-five percent (75%) of the valid votes cast at the General Meeting  (Qualified Majority);
  • to approve the agenda of (including the proposals made to) the General Meeting of Shareholders (ordinary and extraordinary) (Simple Majority);
  • to debate and approve the overall strategy and the strategic plan of Airbus (Simple Majority);
  • to approve the operational business plan of Airbus (the Business Plan) and the yearly budget (the Yearly Budget) of Airbus, including the plans for Investment, R&D, Employment, Finance and, as far as applicable, major programmes (Simple Majority);
  • to monitor the internal risk management and control systems and, at least annually, carry out a systematic review of the effectiveness of the system’s design and operation, taking into account the Audit Committee’s opinion;
  • to approve substantial changes to the Business Plan and the Yearly Budget (Simple Majority);
  • to set the major performance targets of Airbus (Simple Majority);
  • to monitor on a quarterly basis, the operating performance of Airbus (Simple Majority);
  • to nominate, suspend or revoke the Chairman and the CEO (Qualified Majority);
  • to approve of all of the members of the Executive Committee as proposed by the CEO and their service contracts and other contractual matters in relation to the Executive Committee, and to decide upon the appointment and removal of the Secretary to the Board on the basis of the recommendation of the Remuneration, Nomination and Governance Committee (Simple Majority);
  • to establish, and to approve amendments to these Rules and the rules for the Executive Committee (Simple Majority except as noted within the Rules);
  • to decide upon the institution and amendment of the rules governing the organs of important Airbus companies and business units (Simple Majority);
  • to approve the remuneration strategies and the long‑term remuneration plans of Airbus on the basis of the recommendations of the Remuneration, Nomination and Governance Committee (Simple Majority);
  • to approve material changes to the organisational structure of Airbus (Simple Majority);
  • to approve the relocation of the headquarters of the principal companies of Airbus and of the operational headquarters of Airbus SE (Qualified Majority);
  • to approve decisions in connection with the location of new industrial sites material to Airbus as a whole or the change of the location of existing activities that are material to Airbus (Simple Majority);
  • to approve the timely prepared accounts of Airbus SE for submission to the General Meeting of Shareholders on the basis of a recommendation by the Audit Committee (Simple Majority);
  • to make a proposal to the General Meeting of Shareholders for the appointment of Airbus SE’s auditors and to determine the auditors’ remuneration (Simple Majority);
  • to approve decisions to invest and initiate programmes financed by Airbus, acquisition, divestment or sale decisions, in each case for an amount in excess of 300 million euros (Simple Majority);
  • to approve decisions to invest and initiate programmes financed by Airbus, acquisition, divestment or sale decisions, in each case for an amount in excess of 800 million euros (Qualified Majority);
  • to approve decisions to enter into and terminate strategic alliances at the level of Airbus SE or at the level of one of its principal subsidiaries (Qualified Majority);
  • to approve principles and guidelines governing the conduct of Airbus in matters involving non‑contractual liabilities (like environmental matters, quality assurance, financial announcements, integrity) as well as the corporate identity of Airbus (Simple Majority);
  • to approve any share buyback, cancellation (redemption) of shares or the issuing of new shares or any similar measure leading to a change in the total number of voting rights in Airbus SE, except in the case of any buyback or cancellation (redemption) of shares if in the ordinary course of business (in which case the management of Airbus SE will only inform the Directors before its implementation with a reasonable prior notice) (Qualified Majority);
  • to approve the strategy and global funding limit for external financing transactions, and the funding programmes of Airbus, and to authorise the CEO to approve standalone external funding transactions in excess of 250,000,000 euros within the global funding limit (Simple Majority);
  • to approve and grant the CEO the authority to:
    • grant sureties, guarantees, or similar undertakings for liabilities of third parties not controlled by Airbus if (i) Airbus thereby assumes a percentage of the liability exceeding the percentage of (a) its participation in such third parties or (b) its share in the underlying contract, and (ii) such excess liability is not adequately secured by way of counter-guarantee or otherwise; and
    • approve credit to third parties not consolidated with Airbus if such credit exposes Airbus to risks that are unusual compared to its normal business operations;

     in both cases insofar as the respective value of each such measure            exceeds 100,000,000 euros (Simple Majority); to approve matters of          shareholder policy, major actions or major announcements to the                capital markets (Simple Majority);

  • to approve decisions in respect of other measures and business of fundamental significance for Airbus or which involves an abnormal level of risk (Simple Majority);
  • to approve any proposal of names of candidates to succeed active Directors made by the Remuneration, Nomination and Governance Committee, after consultation with the Chairman and the CEO, for submission to the General Meeting of Shareholders (Simple Majority); and
  • approval of entering into and terminating cooperation agreements at the level of Airbus SE or at the level of one of its principal subsidiaries having an impact on the share capital of Airbus SE or of the relevant subsidiary (Qualified Majority).

In addition, the Board Rules detail the rights and duties of the Members of the Board of Directors and sets out the core principles with which each and every Member of the Board of Directors shall comply and shall be bound by, such as acting in the best interest of the Company and its stakeholders, devoting necessary time and attention to the carrying out of their duties and avoiding any and all conflicts of interest.

Corporate Governance

About Corporate Governance

Organisation

Shareholder's Meetings

Entreprise Risk Management

Responsibilities and Powers of the Board of Directors

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