EADS is a company registered in the Netherlands and listed in France, Germany and Spain. Given the myriad of Corporate Governance regimes applicable to it, EADS applies a set of common Corporate Governance principles and recommendations in order to be in line with the Corporate Governance best practices applicable in these jurisdictions.
In particular and in accordance with Dutch law, the Company applies the provisions of the Dutch Corporate Governance Code (the “Dutch Code”), or, if applicable, explains in its annual Board of Directors Report the reasons for non-application of such provisions in accordance with the “apply or explain” principle. Accordingly, in paragraph 4.2 “Dutch Corporate Governance Code” of its Board Report for the 2004 financial year, which was approved by the Annual General Meeting held on 11th May 2005, EADS provided detailed explanations for the non-application of provisions III.2.1, III.3.6, III.4.1(f), III.5.1, III.5.6, III.5.11, III.5.12, III.8.3, III.5.13(a), III.5.13(d) (essentially as a result of EADS being a controlled Company and, therefore, most of the Members of the Board, Audit Committee and Remuneration and Nomination Committee could be designated and possibly be removed by its controlling shareholders), II.2.6, III.7.3, III.7.2, II.1.1, III.3.5, IV.3, IV.2 and IV.1.7 (essentially as a result of EADS being listed on the Frankfurt, Paris and Spanish stock exchanges and endeavouring to strictly comply with the relevant regulations and following the general practices on these markets protecting all its stakeholders). In 2005, EADS’ 2004 statement has been modified with respect to provisions II.2.1, II.2.2, II.2.7 (remuneration granted to members of the Board of Directors), II.1.4 (internal control and risk management frameworks) and II.1.6 (ethics alert systems).
EADS’ Board of Directors Report is included in the Annual General Meeting Documentation (available on EADS’ website at www.eads.com in the section “Corporate Governance”), and the statements therein relating to Corporate Governance (Section 4.2 “Dutch Corporate Governance Code”) for the financial years 2004 and 2005 shall be deemed to be incorporated in and form part of this Registration Document.
EADS consequently complies with the Dutch Code since the Company’s annual shareholders’ meeting approved the section relating to Corporate Governance included in the Board of Directors Report since 2003.
