EADS set to bolster independence with new chairman

Tue Feb 5, 2013 8:44am EST

* Move represents EADS victory after Lauvergeon bid slips

* Board shake-up completes governance overhaul post-BAE

* Ranque resisted EADS takeover attempts while Thales CEO

* 61-year-old Frenchman in middle of Atlantic sail trip

By Tim Hepher

PARIS, Feb 5 (Reuters) - European aerospace group EADS was putting finishing touches on Tuesday to a board shake-up which is likely to see former Thales boss Denis Ranque emerge as the company's first independent chairman, people familiar with the matter said.

The 61-year-old former French defence boss is expected to feature on a list of independent board nominees, putting him in pole position to be elected chairman following a shareholders' meeting expected at the end of March or in early April.

EADS declined to comment.

The decision marks a victory for the Airbus parent group's chief executive, Tom Enders, after a tug of war with the French government, which had supported a bid by former nuclear industry executive Anne Lauvergeon to head the EADS board.

The board's composition is seen as a crucial test of the company's independence following a deal to unpick a shareholder pact dominated by the French and German governments and their proxy shareholders, Lagardere and Daimler.

French ministerial support for Lauvergeon had raised concerns in the aerospace industry that EADS management would struggle to be seen as free of political pressures despite breaking up a decade of control by the French and German share-voting blocks.

Former Areva chief executive Lauvergeon has been designated to represent French state interests on the EADS board alongside former European Central Bank President Jean-Claude Trichet.

France and Germany can approve two representatives each on the 12-person board, but analysts say it is symbolically important for EADS to demonstrate political freedom under the new set-up by picking a chairman from the independent majority.

"Anne Lauvergeon has been confirmed as a board member. The important thing is that the chairman will be French," a government source said, asking not to be identified.

EADS shareholders will be asked to adopt three resolutions setting in place the new governance regime that includes a 15 percent voting cap, as well as board nominations and a buyback of up to 15 percent of stock to help Lagardere exit the group.

Daimler, which co-founded EADS with Lagardere and the French government in 2000, has already sold part of its stake.

BACK FROM THE WILDERNESS

Ranque's appointment would mark a return literally from the wilderness to the top of Europe's defence industry following his dramatic ousting as head of Thales, Europe's largest defence electronics company in 2009, a year before his mandate expired.

In 2011 he gave up a handful of other board positions and set off on a tour of the Atlantic to indulge his passion for sailing -- an expedition from which he has yet to return.

His return to prominence underscores the tight-knit nature of France's defence industry after the lanky, bespectacled engineer repelled at least two informal attempts by EADS to take over Thales in the middle of the past decade.

Ranque fought hard against the idea on the grounds that Thales would be forced to sell its own aerospace business that supplies Boeing, and embarked instead on a fruitless quest to buy engine maker Snecma, now called Safran.

Under Ranque, state-controlled Thales transformed itself from a scandal-ridden behemoth reliant on arms sales to the Middle East into an internationally focused developer of technologies from spy satellites to cockpits and train signals.

However some analysts blamed this expansion for piling up loss-making contracts in places like Turkey. He also left behind losses on the A400M, the much-delayed Airbus military transporter plane for which he would now assume ultimate control as EADS chairman.

Ranque's first task would be to oversee a new strategy after the failure to acquire BAE Systems interrupted efforts to bring EADS defence sales up to the level of Airbus sales.

However his arrival is not expected to trigger a new march on Thales, whose fate is now tied to its main industrial shareholder, Dassault Aviation.