Airbus Group April 10th, 2019
ITEM 6: the company proposes to amend the CEO remuneration policy regarding its indemnity and non-compete clause (applicable for the new CEO, not for Tom Enders). These amendments will, mainly, allow limiting amounts that could be granted, which we welcome. However, we regret that the company did not make any change in the supplementary pension plan as it is very generous (we remind that for Tom Enders, as of 31 December 2018,the defined benefit obligation amounts to € 26.3 M vs € 21.2 M at the end of 2017).
We note that Tom Enders will not receive any severance payment and no LTI was granted for 2018 or 2019. However, his non-compete clause is generous (€3.2 M) and it seems that the company may not apply any prorate on ongoing plans (considering a share price of €99/share as of 31/01/19, provided that performance conditions are met and that plans fully vest, the total value of this ongoing plans is estimated to be €7.3 M).
In this same Item 6, the company also proposes to amend the non-executive board members remuneration policy by granting them additional fees. Nevertheless, we note that the 2018 global amount granted is the highest amount granted in the CAC 40 and it did not prevent the board from having a poor track record, mainly regarding its lack of prevention of corruption practices within the group. Therefore, granting them additional fees does not seem acceptable and we do not support Item 6.
ITEMS 4 and 5: The Company is currently under investigations by the Parquet National Financier (France), the Serious Fraud Office (UK) and the Department of Justice (USA) (/content/aa1f65a8-0448-11e9-99df-6183d3002ee1), which may lead to material fines and impact significantly the company’s value. Shareholders should be able to use any legal recourse they can and, thus, they should not grant any discharge of liability. Thus, we do not support items 4 and 5.
Airbus is an European Aeronautic Defense and Space company whose core business is the manufacturing of commercial aircraft, civil and military helicopters, commercial space launch vehicles, missiles, military aircraft, satellites and defense systems and defense electronics and the rendering of services related to these activities. Co. organizes its businesses into the following five operating divisions: Airbus Commercial, Airbus Military, Eurocopter, Cassidian and Astrium. In addition, Co.'s Other Businesses division engages in the development, manufacturing, marketing and sale of regional turboprop aircraft and aircraft components.
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