EADS, AMSTERDAM: EADS shareholders have decided – together with the EADS management team – to modify the company’s current management and leadership structure. Guiding principles of the modification are efficiency, cohesiveness and simplification of EADS management and leadership structure, towards governance best practices and in the respect of balance between the French and the German shareholders. The German Government has been consulted as well.
Under the simplified management structure, EADS will be led by a single Chairman and a single CEO.
– Rüdiger Grube will assume the position of sole Chairman of the Board of Directors of EADS. In this role, he will be responsible for overseeing the Group’s strategic development and dealings with its Shareholders. In particular, he will chair the newly created EADS strategic committee.
– Louis Gallois will assume the position of sole CEO of EADS. In this role, he will be responsible for leading the management team in the execution of the Group’s strategy and managing the company’s interaction with public shareholders.
– Thomas Enders will assume the position of CEO of Airbus in the Toulouse headquarters of the company, reporting to the CEO of EADS. He will be supported by Fabrice Brégier as COO of Airbus.
The Shareholders have also concluded that it is in the best interest of the Group to recommend an increase in the number of independent members on the Board of Directors to appropriately reflect the global profile of EADS by conforming to international corporate governance best practices.
As part of this proposal both DaimlerChrysler and French holding company, Sogeade, will each relinquish two seats on the Board of Directors. The Board will propose at the next shareholders meeting the election of four independent directors, who will join the Chairman, the CEO, two representatives from DaimlerChrysler, two representatives from Sogeade and one representative from SEPI on the future Board of Directors of EADS.
Apart from the CEO, the Board will no longer comprise executive directors.
EADS and its Shareholders believe that this redesigned Board structure enables a continued close working relationship among existing Board members while providing the Group with the additional benefit of the experience and independent perspective that the new members will bring to their responsibilities.
The EADS CEO and his Executive Committee will have more leeway in the day-to-day management of the company: in particular, investments below EUR 350M become its sole responsibility, as well as for the appointment of the management teams of EADS main subsidiaries and business units, save for Airbus CEO and EADS Executive committee, whose appointment will be decided by EADS CEO, EADS Chairman and the Board.
The Board of Directors’ decisions will be taken on a simple majority vote, save for a limited list of reserved matters (including appointment of Chairman, EADS CEO and Airbus CEO and major strategic or investment decisions), which will require approval by Sogeade and DaimlerChrysler directors.
The management appointments at EADS will adhere to the principles of the “best man for the job” while at the same time maintaining the balance and diversity of the Group, consistent with its heritage and founding shareholders.
These modifications will reinforce the efficiency of the group and contribute to strengthen its position as a global leader of the aeronautics and defence industry. They will be fully implemented and become effective from an EADS shareholders’ general meeting to take place during the fourth quarter of 2007.
Since its formation in 2000, EADS has been a symbol of successful European industrial cooperation in one of the most competitive industries globally. For the past seven years, the dual-headed management structure with two Co-Chairmen and two co-CEOs has provided the necessary balance and stability required by a company with such a unique industrial heritage. It has allowed the Group to achieve outstanding results and overcome major technological challenges that are an inherent aspect of progress and innovation. However, the Shareholders and EADS’ leadership have concluded that a simplified management structure is now more appropriate to provide the unified leadership needed for the next phase of the Group’s development.
EADS’ industrial shareholders, DaimlerChrysler and Lagardère, and the French, German and Spanish Governments, remain fully committed to the Group and firmly believe that this simplified management structure will provide a framework for effective corporate governance and continued future success.
EADS is a global leader in aerospace, defence and related services. In 2006, EADS generated revenues of EUR 39.4 billion and employed a workforce of about 116,000. The Group includes the aircraft manufacturer Airbus, the world's largest helicopter supplier Eurocopter and EADS Astrium, the European leader in space programmes from Ariane to Galileo. EADS is the major partner in the Eurofighter consortium, develops the A400M through its Military Transport Aircraft Division, and holds a stake in the joint venture MBDA, the international leader in missile systems.
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