1.2 DEFINICIÓN DE GOBERNANZA AMBIENTAL
1.2.3 Fortalecimiento Institucional
An ESOP for 2014 was not implemented.
In 2013, the Board of Directors approved an additional ESOP. Eligible employees were able to purchase a fi xed number of previously unissued shares at fair value (10, 30, 50, 100, 200 or 400 shares). The Group matched each fi xed number of shares with a number of free Airbus Group shares based on a determining ratio (10, 20, 30, 43, 67 and 107 free shares, respectively). During a lockup period of at least one year or, provided the purchase took place in the context of a mutual fund (regular saving plan), of fi ve
years, employees are restricted from selling the shares, but have the right to receive all dividends paid. Employees who purchased directly Airbus Group shares have in addition the ability to vote at the Annual Shareholder Meetings. The subscription price was equal to the closing price at the Paris stock exchange on 29 May 2013 and amounted to € 44.20. Investing through the mutual fund led to a price which corresponds to the average price at the Paris stock exchange during the 20 days immediately preceding 29 May 2013, resulting in a price of € 42.02. The Group issued and sold
Notes to the Consolidated Financial Statements (IFRS)
2.5 Other Notes to the Consolidated Financial Statements
36. Related Party Transactions
Related parties — In December 2012 the Board of Directors announced a Multiparty Agreement, which was subsequently approved by the shareholders in an Extraordinary General Meeting on 27 March 2013, aimed at normalising and simplifying the governance of the Group while securing a shareholding structure that allows France, Germany and Spain to protect their legitimate strategic interests. The Completion (“Consummation”) of the Multiparty Agreement occurred on 2 April 2013 and previously existing shareholder agreements with the French government,
Daimler AG, Lagardère Group and the Spanish government (SEPI) were terminated. Consequently from this date onwards the Group no longer considers these former shareholders as related parties under IAS 24.
The Group has entered into various transactions with related entities that have all been carried out in the normal course of business. Transactions with non-consolidated subsidiaries are immaterial to the Group’s Consolidated Financial Statements. 2,113,245 ordinary shares with a nominal value of € 1.00 in total.
Compensation expense (excluding social security contributions) of € 31 million was recognised in connection with ESOP, based on a fair value of € 43.00 at grant date.
Besides the annual ESOP, a free share plan was implemented during the third quarter 2013 due to the new shareholding structure and governance of the Group and to reward all eligible employees
for the recent and future Group performance. Each eligible employee is granted ten free shares in Airbus Group resulting in a distribution of 1,461,540 shares in November 2013. Such shares were bought from the market and therefore had not any impact on the issued share capital. Compensation expense (excluding social security contributions) of € 69 million was recognised for the free share plan, based on a fair value of € 47.45 at grant date.
The following table discloses the related party transactions in 2014 and 2013:
(In € million) Sales of goods and services and other income Purchases of goods and services and other expense Receivables due as of 31 December Payables due as of 31 December Other Liabilities / Loans received as of 31 December 2014
Total transactions with associates 7 116 3 5 79 Total transactions with joint ventures 2,141 122 1,451 13 601
2013
Total transactions with associates 537 172 30 26 93 Total transactions with joint ventures 2,470 157 265 44 877
The following table discloses the transactions with former related parties as of 31 December 2013:
(In € million)
Sales of goods and services and other income in 2013
Purchases of goods and services and other expense in 2013
French government 632 24 Spanish government (SEPI) 7 0
Daimler AG 0 3
Lagardère Group 0 0
Total transactions with shareholder 639 27
Total transactions with French government related entities 31 1,299
As of 31 December 2014, the Group granted guarantees of € 474 million to Air Tanker Group in the UK (2013: € 443 million). The shares of the Group in Daher-Socata SA and a part of the shares in Dassault Aviation were disposed of during 2014 (for more details, please see Note 4 “Acquisitions and disposals”). As of 31 December 2013, the Group granted a loan to Daher-Socata SA in the amount of € 24 million.
For information regarding the funding of the Group’s pension plans, which are considered as related parties, please refer to Note 25 “Provisions” b).
2
Notes to the Consolidated Financial Statements (IFRS)2.5 Other Notes to the Consolidated Financial Statements
Remuneration — The annual remuneration and related compensation costs of all of key management personnel, i.e. N on-Executive Board Members, Executive Board Members and Members of the Executive Committee, as expensed in the respective year can be summarised as follows:
2014 2013
(In € million) Total Total
Executive Committee, incl. Executive Board Member(s)(1)
Salaries and other short-term benefits (including bonuses)(2) 23.2 23.1
Post-employment benefit costs(3) 8.7 6.0
Share-based remuneration (“LTIP award”)(4) 16.7 24.3
Termination benefits 4.1 0.0 Other benefits (incl. company cars, insurance) 0.6 0.5 Social Charges 4.9 4.5
58.2 58.4
Non-Executive Board Members
Short-term benefits(5) 1.5 1.7
1.5 1.7
Total expense recognised 59.7 60.1
(1) The Chief Executive Officer was the sole Executive Board Member in office as at 31 December of the respective year.
(2) Amount of bonuses is based on estimated performance achievement as at the balance sheet date and difference between previous year estimation and actual pay-out in the current year. (3) Aggregated amount of current service and interest costs as well as interest cost on employees’ contributions related to the defined benefit obligation and contributions related to
defined contribution plans accounted for during respective fiscal year.
(4) The cash settled share based payment expense includes the associated hedge result. (5) Non-Executive Board Members’ remuneration includes social charges.
Amount of the pension defi ned benefi t obligation of the Executive Committee, including the Chief Executive Offi cer, at 31 December 2014 was € 81.6 million (2013: € 59.4 million). The disclosed defi ned benefi t obligation refl ects the total outstanding balance for all Executive Committee Members subject to a defi ned benefi t plan and in charge at the end of the respective balance sheet date. Outstanding short-term benefi ts (bonuses) at year end 2014 for Executive Committee Members based on estimated performance achievement at year end was € 14.9 million (2013: € 12.1 million). Other benefits include expenses for Executive Committee Members’ company cars and accident insurance. There were no outstanding liabilities at 31 December 2014 or 2013 respectively. The share-based payment expenses result from not yet forfeited units granted to the Executive Committee Members under the Airbus Group Long-Term Incentive Plans (LTIP) which are re-measured to fair value as far as they are cash settled. In 2014, the Members of the Executive Committee were granted 190,460 Performance Units (2013: 203,000 units); the fair value of these Performance Units at grant date was € 9.1 million (2013: € 10.9 million). Fair value of outstanding LTIP balances end of 2014 for all Executive Committee Members was € 18.8 million (2013: € 24.8 million).
In order to strengthen the alignment of Airbus Group top management with the long-term growth objectives of the Company, the Board has requested Airbus Group Executive Committee Members to acquire and to hold in the future Airbus Group shares with a value equal to the individual annual contractual remuneration consisting of “annual base salary” and “annual variable remuneration (at 100% target level)”. The Board has not
set a specifi c time delay to acquire the requested number of Airbus Group shares but expects Executive Committee Members to use specifi cally gains from Airbus Group LTIP plans to achieve this goal in a timely manner.
Also basing on the intention of the Board of Directors to increase the long-term commitment of Executive Committee Members to the success of the Company the Board has authorised the Executive Committee Members to opt for partial conversion of the otherwise cash settled LTIP plans into share settled plans at each grant date of any new LTIP requiring a minimum conversion rate into equity settlement of 25% of total granted Performance Units. By end of December 2012 each Executive Committee Member individually determined the split of equity and cash settlement for each of the formerly granted LTIP plans 2009, 2010 and 2011. By the end of February 2013 and end of February 2014, Executive Committee Members made the same choice for the 2012 plan and 2013 plan respectively. By end of February 2015, Executive Committee Members will accordingly decide on the split for the 2014 LTIP plan. After overall performance assessment of each of the plans, the vesting dates as determined at initial grant date apply to all cash settled Performance Units, however, units converted into equity settlement only vest at the last of the vesting dates of the respective plan.
Due to the partial conversion of LTIP plans 2009-2011 end of December 2012 and of LTIP plan 2012 end of February 2013 total outstanding LTIP liability for Executive Committee Members of € 5.0 million has been reclassifi ed to equity in 2013.
Notes to the Consolidated Financial Statements (IFRS)
2.5 Other Notes to the Consolidated Financial Statements
37. Earnings per Share
Basic earnings per share — Basic earnings per share are calculated by dividing profi t for the period attributable to equity owners of the parent (Net income) by the weighted average number of issued ordinary shares during the year, excluding ordinary shares purchased by the Group and held as treasury shares.
2014 2013
Profit for the period attributable to equity owners of the parent (Net income)(1) € 2,343 million € 1,473 million
Weighted average number of ordinary shares 782,962,385 792,466,862 Basic earnings per share(1) € 2.99 € 1.86
(1) Previous year figures are adjusted due to the application of IFRS 10 and IFRS 11.
PARTIAL CONVERSION OF GRANTED UNITS UNDER CASH-SETTLED LTIPS INTO EQUITY-SETTLED PLANS BY EXECUTIVE COMMITTEE MEMBERS
LTIP 2009(1), (2) LTIP 2010(1), (3) LTIP 2011(1) LTIP 2012(4) LTIP 2013(5)
Total number of units granted 343,180 413,984 263,500 275,900 203,000 Number of cash-settled units 210,644 263,228 178,085 199,925 138,300 Number of equity-settled units 132,536 150,756 85,415 75,975 64,700
(1) Partial conversion of cash settled plan into equity settled plan as at 31 December 2012. (2) Including performance achievement of 123% for Performance Units under 2009 LTIP. (3) Based on performance achievement of 136% for Performance Units under 2010 LTIP. (4) Partial conversion of cash settled plan into equity settled plan as at 28 February 2013. (5) Partial conversion of cash settled plan into equity settled plan as at 28 February 2014.
As all Airbus Group Stock Option Plans (“SOP”) vested before 2012 no related personnel expense was recognised in 2014 or in 2013. In the case of contract termination, the Executive Committee Members, including the Chief Executive Offi cer, are entitled to an indemnity equal to 1.5 times the Total Annual Income (defi ned as Base Salary and target Annual Variable remuneration). This rule does however not apply if the contractor mandate is terminated for cause or if the Executive Committee Member has reached retirement age.
In 2014 a termination package has been granted to one Executive Committee Member, the termination indemnity recognised was € 4.1 million of which € 2.4 million were paid in 2014 and remainder was outstanding at year end and will be paid in 2015 and 2016. The Executive Committee Members’ contracts include a non- competition clause which applies for one year, and can be extended at the Company’s initiative for a further year. The Board of Directors has the discretion to invoke the extension of the non-competition clause. The compensation for each year that the non-competition clause applies is equal to 50% of the last
Total Annual Income (defi ned as Base Salary and Annual Variable remuneration most recently paid) with respect to applicable local legal requirements if any.
Past LTIP awards are maintained for good leavers, such as in the case of retirement or if a mandate is not renewed by the Company without cause. The vesting of LTIP awards is not accelerated. LTIP awards are forfeited for Executives who leave the Company of their own initiative, but this is subject to review by the Board of Directors. Furthermore in 2014, the Company recognised € 3.6 million (2013: € 2.4 million) of high salary taxes for Executive Committee Members
subject to French tax jurisdictions under the Taxe sur les Hauts
Revenus, requiring for 2013 and 2014 exceptional 50% charges on individual annual remuneration exceeding € 1 million. This amount refl ects the Group’s best estimate of the chargeable amount by end of 2014.
For more information in respect of remuneration of Directors, see “Notes to the Company Financial Statements – Note 11: “Remuneration ”.
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Notes to the Consolidated Financial Statements (IFRS)2.5 Other Notes to the Consolidated Financial Statements
38. Number of Employees
The number of employees at 31 December 2014 is 138,622 as compared to 138,404 at 31 December 2013 (adjusted).
39. Auditor Fees
With reference to Section 2:382a(1) and (2) of the Netherlands Civil Code, the following fees for the fi nancial year 2014 have been charged by KPMG to the Company, its subsidiaries and other consolidated entities:
KPMG
In € thousand In %
Audit
Audit process, certification and examination of individual and consolidated accounts 5,812 66.5 Additional tasks(1) 2,344 26.9
Sub-total 8,156 93.4
Other services as relevant
Legal, tax, employment 573 6.6
Sub-total 573 6.6
Total 8,729 100.0
(1) Mainly transaction related work.
In 2014, the Airbus Group was audited by KPMG only. Other audit fi rms have audit fees related to audit process, certifi cation and examination of individual and consolidated accounts of € 6 million.
Diluted earnings per share — For the calculation of the diluted earnings per share, the weighted average number of ordinary shares is adjusted to assume conversion of all potential ordinary shares. The Group’s categories of dilutive potential ordinary shares are stock options and share-settled Performance Units for Executive Committee Members relating to Long-Term Incentive Plans for 2009
to 2013. Since in 2014 the average price of Airbus Group shares
exceeded the exercise price of the 6th, 7th and 8th stock option plan
as well as the share-settled Performance Units (in 2013: the 5th,
6th, 7th and the 8th stock option plan), 1,193,364 shares related to
stock options (in 2013: 1,660,950 shares) were considered in the calculation of diluted earnings per share.
2014 2013
Profit for the period attributable to equity owners of the parent (Net income)(1) € 2,343 million € 1,473 million
Weighted average number of ordinary shares (diluted) 784,155,749 794,127,812 Diluted earnings per share(1) € 2.99 € 1.85
Notes to the Consolidated Financial Statements (IFRS)
2.5 Other Notes to the Consolidated Financial Statements
The following fees correspond to the fi nancial year 2013:
KPMG Ernst & Young Accountants LLP
In € thousand In % In € thousand In %
Audit
Audit process, certification and examination
of individual and consolidated accounts 5,201 63.6 5,931 68.8 Additional tasks(1) 2,196 26.9 2,123 24.6
Sub-total 7,397 90.5 8,054 93.4
Other services as relevant
Legal, tax, employment 769 9.4 566 6.6 Information Technology 8 0.1 0 0.0
Sub-total 777 9.5 566 6.6
Total 8,174 100.0 8,620 100.0
(1) Mainly transaction related work.