2006 has been a critical year for EADS. The Board has taken action to address the root causes of the deficiencies that have surfaced and made wide-ranging decisions to improve the governance model.

The Board of Directors met ten times during 2006 and was regularly informed of developments through reports from the Chief Executive Officers (CEOs), including rolling forecasts and strategic and operational plans. The average attendance rate at meetings was 95%.

Following a detailed review of the A380 production and delivery programme, Airbus informed the Board on 13thJune that the aircraft’s delivery schedule for 2006 to 2009 had been revised. The Board immediately disclosed the new schedule and its financial impact, making a further disclosure on 3rd October 2006.

Management was strengthened and streamlined. On 2nd July 2006, the Board appointed Louis Gallois as Co-CEO of EADS, replacing Noël Forgeard, and appointed Christian Streiff as new President and CEO of Airbus. Both became Members of the Executive Committee. In a further change to the management structure, Louis Gallois was additionally appointed Airbus President and CEO on 9thOctober, following Christian Streiff’s resignation. EADS’ non-Airbus Divisions report to Co-CEO Thomas Enders. On 31stOctober, the Board appointed EADS Chief Operating Officer (COO) Finance, Hans Peter Ring, additionally as Airbus Chief Financial Officer. Also on that date, Fabrice Brégier was appointed COO of Airbus and Lutz Bertling CEO of Eurocopter. Both are Members of the Executive Committee.

Topics discussed at the Board meetings included: strategy (including merger & acquisition strategy relating to acquiring BAE Systems’ stake in Airbus); major business issues such as the A380 recovery plan and the GlossaryPower8 programme; the A350 industrial launch decision and Airbus future product strategy; reviews of the EADS Unmanned Aerial Vehicle and A400M programmes; the review of EADS Sogerma’s future strategy; approval or postponement of operational plans; reorganisation topics; budgets; the Group’s financial results and forecasts; financial optimisation; and implementation of an ethics alert system. The Board also discussed personnel and human resources issues.

The Audit Committee met five times during 2006, reviewing the 2005 results, 2006 half-year results and quarterly financial reviews. The Remuneration and Nomination Committee met five times to make recommendations to the Board regarding major appointments. Additionally, it reviewed the following topics: compensation policy, the new Executive Committee Members’ salaries, 2005 bonus payments, the long-term incentive plan and the 2006/07 employee share ownership plan. It also reviewed Executive Committee Members’ salaries for 2006.

In line with the Board’s policy of more thoroughly assessing its performance every three years, an independent and internationally reputable consulting firm was commissioned in late 2006. In the course of the evaluation, the external consultant held individual meetings with all EADS Directors (Executive and non-Executive).

While recognising the unique shareholding structure, the review concluded that the Board has been working as a cohesive entity, in an open, constructive and interactive atmosphere. Board members emphasised that decisions are always taken in EADS’ best interests.

Shareholder structure as of 31st March 2007 (pie chart)

*)

On 4th April 2006, DaimlerChrysler AG and Lagardère SCA announced the entry into simultaneous transactions aiming at reducing their respective stakes in EADS by 7.5% each in coordinated steps.

**)

On 6th April 2006, Lagardère issued mandatory exchangeable bonds. The EADS shares deliverable at the maturity of the bonds will represent a maximum of 7.5% of the share capital of EADS. At the last maturity date of the bonds – in 2009 – the SOGEADE stake will be in line with DaimlerChrysler AG’s stake.

***)

Independently of the 2006 movements, on 9th February 2007, DaimlerChrysler reached an agreement with a consortium of private and public-sector investors by which it will reduce its shareholding in EADS by 7.5% indirectly. This movement will not affect the voting rights of DaimlerChrysler.

Further information
For more detailed information please refer to:
 

Members of the Board of Directors as of 5th April 2007

 

Manfred Bischoff*

Chairman of EADS (until 5th April 2007)

 

Rüdiger Grube*

Chairman of EADS (from 5th April 2007)
Member of the Management Board of DaimlerChrysler

 

Arnaud Lagardère

Chairman of EADS
General Partner and Chief Executive Officer of Lagardère

 

 

Thomas Enders

Chief Executive Officer of EADS
President of the German Association of the Aerospace Industries – BDLI

 

Louis Gallois

Chief Executive Officer of EADS
President and Chief Executive Officer of Airbus

 

Jean-Paul Gut

Chief Operating Officer for Marketing, Strategy and Global Development of EADS
Member of the Board of Directors of Arjil Commanditée-Arco

 

Hans Peter Ring

Chief Operating Officer for Finance of EADS
Chief Financial Officer of Airbus
Member of the Supervisory Board and Shareholder Committee of M+W Zander – D.I.B Facility Management GmbH

 

François David

Chairman and Chief Executive Officer of Coface

 

Juan Manuel Eguiagaray Ucelay

Director of the Service of Studies of the Fundacion Alternativas

 

Michael Rogowski

Chairman of the Supervisory Board of J.M. Voith AG

 

*

On 5th April 2007, the EADS Board of Directors appointed Rüdiger Grube to join Arnaud Lagardère as Chairman of the Board of Directors to succeed Manfred Bischoff with immediate effect. Dr. Bischoff resigned after having taken over a new responsibility as Chairman of the Supervisory Board of DaimlerChrysler AG.

Two additional Members of the Board of Directors, Michel Pébereau and Bodo Uebber, will be proposed for appointment during the Annual General Meeting, to be held on 4th May 2007, with immediate effect as from the end of such meeting.