* Former Thales chief Ranque to be proposed as chairman
* Would represent EADS victory after Lauvergeon bid slips
* Board shake-up accelerates governance overhaul post-BAE
* Ranque resisted EADS takeover attempts while Thales CEO
* 61-year-old hears news in middle of Atlantic sail trip
By Tim Hepher
PARIS, Feb 5 Airbus parent EADS paved
the way to getting its first independent chairman on Tuesday, as
it unveiled proposals for a new board to include the former head
of French defence group Thales.
Denis Ranque, 61, will be put forward for the role of new
chairman by EADS's nominations committee, two people close to
the matter said.
Ranque was contacted about the plan while on a sailing trip
in the Atlantic, setting in motion his probable return to power
almost four years after he fell victim to a boardroom coup at
"He is a widely respected industry leader with experience of
the sector and the sorts of areas where EADS does business,"
said a person familiar with the negotiations.
EADS said in a statement that Ranque featured among a list
of board nominations and that the new board would decide on a
chairman at its inaugural meeting.
Ranque, formerly one of France's most high-profile
executives who clashed with EADS while running Europe's largest
defence electronics company, set off round the Atlantic several
months ago to indulge his passion for sailing.
His name now features in a list of board members selected by
an independent EADS nominations committee, putting him in pole
position to be elected chairman following a shareholders'
meeting expected at the end of March or in early April.
His comeback marks a defeat for Anne Lauvergeon, the former
chief executive of French nuclear power engineering group Areva
who had her government's backing for the EADS role, and a
victory for EADS's German chief executive Tom Enders, who fought
to keep political interference out of the selection process.
Director Sir John Parker, who heads the EADS nominations
committee, also took a stand for the company's freedom to make
its own choice, the sources said.
The appointments have tested 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.
"It has been a robust process. If you had seen people
parachuted into the chairmanship the new agreement would have
appeared hollow," the person familiar with the process said.
French ministerial support for Lauvergeon had raised
concerns in the aerospace industry that EADS management would
struggle to be seen as free of outside pressure despite breaking
up a decade of control by French and German share-voting blocks.
Lauvergeon, 53, was nonetheless also nominated to the board,
EADS said. She and ex-European Central Bank head Jean-Claude
Trichet, also nominated, will represent French national
Former German business association leader Hans-Peter Keitel
and former EADS co-chairman Manfred Bischoff will perform a
similar role for Germany in the shake-up, which was salvaged
from the failure of EADS's efforts to buy BAE Systems.
France and Germany can approve two representatives each on
the 12-person board, but analysts said it was symbolically
important for EADS to demonstrate freedom under the new set-up
by picking a chairman from the independent majority.
"The important thing is that the chairman will be French," a
French government source said, asking not to be identified.
The list of board nominations also includes U.S. candidate
Ralph Crosby, a former member of EADS's management board.
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.
EADS shares closed fractionally higher at 34.94 euros on
Tuesday, having gained 18 percent this year following the
governance reforms and related share buyback plan.
Ranque's appointment would mark a return to the top of
Europe's aerospace and defence industry following his dramatic
early departure from the pinnacle of Thales in 2009.
His selection by a former predator some four years later
underscores the tight-knit nature of France's defence industry
after the lanky, bespectacled engineer repelled at least two
informal bids by EADS to take over Thales in 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.
However people on both sides say he has good relations with
Enders, who became EADS chief executive last year.
Also seen as appearing on the short list for the 200,000
euro-plus a year chairman's role were Philippe Camus, an EADS
co-founder who chairs telecoms equipment group Alcatel
, and Jean-Louis Befa, honorary chairman of
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 his expansion for piling up
loss-making contracts in places like Turkey. He also left behind
losses on the A400M, the much-delayed Airbus airlifter 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.