Corporate Governance

Board Committees and Charities
 
The board, often by and through its standing committees, oversees many aspects of our social and corporate responsibility policies and activities, as described below. AMR's board has four independent standing committees:

• The Audit Committee selects and oversees our independent auditors and reviews the scope and results of their annual audit, including its assessment of internal controls. This committee also reviews and discusses our internal assessment of our safety, security, and environmental measures as well as our employee legal, ethical, and conduct complaints.
  Audit Committee Charter (PDF)
  
  
• The Nominating/Corporate Governance Committee establishes and implements appropriate processes for the board and its standing committees. It recommends candidates for officer positions and, along with the CEO, reviews our succession planning.
  Nominating / Corporate Governance Committee Charter (PDF)

 

• The Compensation Committee establishes and implements our executive compensation objectives and approves all executive compensation. As part of this role, it also determines metrics for performance-based awards for executives.
  Compensation Committee Charter (PDF)

 

• The Diversity Committee provides oversight, counsel, and guidance to senior management on issues related to diversity and inclusion, including:
  • Equal employment opportunity policies
  • Hiring practices and employee retention issues
  • Corporate procurement decisions, including oversight of our Supplier Diversity Program
  Diversity Committee Charter (PDF)

• Board of Directors Governance Policies (PDF)
• Director Nominating Policies (PDF)
• Procedures to Facilitate Communications Between the Directors and Employees, Shareholders and Other Interested Third Parties (PDF)
• Policies Adopted in Response to Shareholder Proposals (PDF)

• Code of Ethics and Conflicts of Interest Policy for Board of Directors (PDF)
• Waivers and Amendments of the Code of Ethics and Conflicts of Interest Policy of the Board of Directors (PDF)

• Employee Standards of Business Conduct (PDF)
• Waivers and Amendments of the Standards of Business Conduct for Executive Officers (PDF)

• Directors' Unit Incentive Plan (PDF)
• Amendment to the Directors' Unit Incentive Plan (PDF)

John W. Bachmann, Senior Partner, Edward Jones, St. Louis, Missouri

David L. Boren, President, The University of Oklahoma, Norman, Oklahoma

Armando M. Codina, Chairman, Flagler Development Group, Inc., Coral Gables, Florida

Rajat K. Gupta, Senior Partner Emeritus, McKinsey & Company, Inc., Stamford, Connecticut

Alberto Ibargüen, President & Chief Executive Officer, John S. & James L. Knight Foundation, Miami, Florida

Ann M. Korologos, Chairman, RAND Corporation Board of Trustees, Santa Monica, California

Michael A. Miles, Special Limited Partner,
Forstmann Little & Co., New York, New York

Philip J. Purcell, President, Continental Investors, LLC, Chicago, Illinois

Ray M. Robinson, Chairman, Citizens Trust Bank, Atlanta, Georgia

Dr. Judith Rodin, President, The Rockefeller Foundation, New York, New York

Matthew K. Rose, Chairman, President and Chief Executive Officer, Burlington Northern Santa Fe Corporation, Fort Worth, Texas

Roger T. Staubach, Executive Chairman, Americas, Jones, Lang, LaSalle Inc., Addison, Texas

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