Board of Directors

Rules and composition

Pursuant to the Articles of Association, the Board of Directors is responsible for the management of the Company.

The Board of Directors consists of a maximum of eleven members appointed and removed by the shareholders’ meeting. The Board of Directors adopted rules governing its internal affairs (the “Rules”) at a Board of Directors’ meeting held on 7 July 2000. The Rules were amended at a Board of Directors’ meeting held on 5 December 2003 to take into account recommendations for changes to corporate governance. These Rules were further amended at a Board of Directors’ meeting held on 22 October 2007, to take into account the corporate governance modifications approved during the Extraordinary General Meeting of Shareholders held the same day.

The Rules specify the composition, the role and the key responsibilities of the Board of Directors, and also determine the manner of appointment and the responsibilities of the Chairman and the Chief Executive Officer. The Rules also specify the creation of three committees (the Audit Committee, the Remuneration and Nomination Committee and the Strategic Committee) and specify their composition, role and operating rules.

The Board of Directors has also adopted specific Insider Trading Rules, which restrict its members from trading in EADS shares in certain circumstances (for more information, please see “General Description of the Company and its Share Capital — 3.1.3 Governing Laws and Disclosures”).

The parties to the Participation Agreement (as amended on 22 October 2007 and as defined in the opening paragraph of “General Description of the Company and its Share Capital — 3.3.2 Relationships with Principal Shareholders”) have agreed that the voting rights attached to the Indirect EADS Shares shall be exercised by EADS Participations B.V. to ensure that the Board of Directors of EADS comprises the directors of EADS Participations B.V. and four additional independent directors.

According to the Rules, an independent director is defined as “a director who is not an officer, director, employee, agent or otherwise has any significant commercial or professional connection with either the DASA Group, the Lagardère Group, the Sogepa Group, the SEPI Group, the French State, the German State, the Spanish State or the EADS Group”.

Pursuant to the Participation Agreement, the Board of Directors comprises eleven members as follows (the “Board of Directors”, the members of the Board of Directors being referred to as the “Directors”):

• one non-executive Chairman, appointed on joint proposal by the Daimler-Directors and the Sogeade-Directors;
• the Chief Executive Officer of EADS, appointed on joint proposal by the Daimler-Directors and the Sogeade-Directors;
• two Directors nominated by Daimler;
• two Directors nominated by Sogeade;
• one Director nominated by SEPI, so long as the Indirect EADS Shares held by SEPI represent 5% or more of the total number of EADS Shares but in any case until the annual shareholders’ meeting of EADS to be held in 2012; and
• four independent Directors, jointly proposed by the Chairman and the Chief Executive Officer of EADS and individually approved by the Board.

Pursuant to the Articles of Association, each member of the Board of Directors holds office for a term that expires at the annual shareholders’ meeting of EADS to be held in 2012. Members of the Board of Directors will be elected at each fifth annual shareholders’ meeting thereafter.

The shareholders’ meeting may at all times suspend or dismiss any member of the Board of Directors. There is no limitation on the number of terms that a Director may serve.

Independent Directors

The four independent Directors appointed pursuant to the criteria of independence set out above are Hermann-Josef Lamberti, Lakshmi N. Mittal, Sir John Parker and Michel Pébereau.

Prior offences and family ties

To the company’s knowledge, none of the Directors (in either their individual capacity or as director or senior manager of any of the entities listed above) has been convicted in relation to fraudulent offences, been the subject of any bankruptcy, receivership or liquidation, nor been the subject of any official public incrimination and/or sanction by a statutory or regulatory authority, nor been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of any issuer or conduct of affairs of any company, during at least the last five years.