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The Group’s governance was streamlined and strengthened with the introduction of a simplified management structure and the appointment of four independent Board Directors.
EADS’ core shareholders and management decided to change the company’s management structure and the composition of the Board in order to simplify management and to improve 
corporate governance.
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Shareholders approved a new management structure with a single Chairman, Rüdiger Grube, and a single Chief Executive Officer, Louis Gallois, at an Extraordinary General Meeting (EGM) on 22nd October 2007. This replaced the previous dual management structure, which had two Chairmen and two Chief Executive Officers.
The number of independent members on the Board was increased from two to four, with the Chief Executive Officer remaining the only executive Director. Furthermore, the Board’s voting rules have been amended, with most issues decided by a straightforward majority vote.
- Hermann-Josef Lamberti, a member of Deutsche Bank AG’s Management Board and its Chief Operating Officer;
- Lakshmi N. Mittal, President and Chief Executive Officer of ArcelorMittal;
- Sir John Parker, Chairman of National Grid;
- Michel Pébereau, Chairman of the Board of BNP Paribas.
Independently managed Board committees
Following the October EGM, two of the independent Directors were appointed to chair two key Board committees – the Audit Committee and the Remuneration and Nomination Committee.
Mr. Lamberti was appointed Chairman of the Audit Committee. This committee makes recommendations to the Board on the appointment of auditors and their remuneration, the approval of the annual financial statements and the interim accounts. It also discusses with the auditors their audit programme and the results of their audit of the accounts, and monitors the adequacy of the Group’s internal controls, accounting policies and financial reporting.
Sir John Parker became Chairman of the Remuneration and Nomination Committee. This committee makes recommendations to the Board regarding appointments of 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, as well as appointment of the EADS Corporate Secretary. It also recommends remuneration strategies and long-term remuneration plans, and decides the service contracts and other contractual matters in relation to the Board 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 and of the Airbus Chief Executive Officer.
New Strategic Committee
As Chairman of the Board, Rüdiger Grube is also Chairman of the newly created Strategic Committee. This was formed in October 2007 as a resource for preparing Board decisions relating to strategic issues. The committee met for the first time in February 2008, to review EADS’ Vision 2020 and other matters.
| STRATEGIC COMMITTEE Rüdiger Grube |
AUDIT COMMITTEE Hermann-Josef Lamberti |
REMUNERATION AND NOMINATION COMMITTEE
Sir John Parker |
 Further information |
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