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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. The rules and responsibilities of the Remuneration and Nomination Committee have been set out in the Remuneration and Nomination Charter.
The guiding principle governing management appointments in the Group is that the best candidate should be appointed to the position (“best person for the job”), while at the same time seeking to achieve a diverse composition with respect to gender, experience, national origin, etc. The implementation of these principles should not create restrictions on the diversity of nationalities within the EADS executive management team.
The Remuneration and Nomination Committee is chaired by Sir John Parker, and also includes Dominique D’Hinnin, Hermann-Josef Lamberti and Wilfried Porth as members.
The Chairman of the Board of Directors and the Chief Executive Officer are invited as guests to each meeting of the Committee.
The Remuneration and Nomination Committee must meet twice a year, or more frequently, if necessary. It met four times during 2010, with an 88% 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 proposed changes to the Executives remuneration structure and system for 2011 onwards, the salary levels of the Executive Committee Members for 2010, the long-term incentive plan, the variable pay for 2009, and more generally the succession planning. Based on the outcome of the Free Share plan, it also discussed a possible adaptation for the 2011 ESOP plan.
Members
- Sir John Parker (Chairman)
- Dominique D'Hinnin
- Hermann-Josef Lamberti
- Wilfried Porth
