Corporate governance

• American Airlines Group Bylaws Opens a document in a new window that may not meet accessibility guidelines
• Corporate Governance Guidelines Opens a document in a new window that may not meet accessibility guidelines
• Policies on Public Policy Advocacy and Political Contributions Opens in a new window
• Restated Certificate of Incorporation Opens a document in a new window that may not meet accessibility guidelines

Director	Audit	Compensation	Corporate Governance & Nominating	Finance
James F. Albaugh		available	available
Jeffrey D. Benjamin		available		available
John T. Cahill	available		available
Michael J. Embler	available			available *
Matthew J. Hart	available *
Susan D. Kronick		available		available
Martin H. Nesbitt	available			available
Denise M. O’Leary		available *	available
Ray M. Robinson			available *

• Audit Committee Charter Opens a document in a new window that may not meet accessibility guidelines
• Compensation Committee Charter Opens a document in a new window that may not meet accessibility guidelines
• Corporate Governance & Nominating Committee Charter Opens a document in a new window that may not meet accessibility guidelines

The Board of Directors of American Airlines Group Inc. has adopted this Code of Ethics – each member is expected to abide by these laws. This code is intended to:

• Focus each Director on his or her duties and responsibilities to a large, publicly-held corporation
• Assist the Directors in the recognition and resolution of ethical issues
• Provide the Directors with a reporting process for unethical conduct
• Further promote a culture of honesty, accountability and integrity

No code or policy can anticipate every situation that may arise. Accordingly, this code is intended to serve as a source of guiding principles. Directors should:

• Avoid even the appearance of improper behavior
• Exhibit the highest standards of business and professional integrity

Directors are encouraged to bring questions about circumstances that may implicate one or more of the provisions of this of the code to the attention of the Chairman of the Audit Committee, the Executive Vice President of Corporate Affairs, the Senior Vice President of the General Counsel or the Vice President of the Deputy General Counsel.

Board members have a paramount interest in promoting and preserving the interests of the stockholders of AAG. Directors should avoid any conflict of interest between themselves and the Corporation. Any situation that involves, or may be perceived as involving, a conflict between a Director’s personal interests and the interests of the Corporation should be disclosed to the Committee Chairman. In addition, Directors must disclose information regarding their financial interests in organizations that do business with the Corporation.

Once a Director has disclosed a conflict or potential conflict of interest, that Director will refrain from voting on any issue before the Board that creates the conflict or potential conflict of interest.

A Director will not knowingly engage in any conduct or activity that is inconsistent with, or disruptive of, the Corporation’s best interests or its relationship with any person or entity.

A Director, or any member of his or her immediate family, should not accept a substantial gift from a third party where the gift is given in order to influence the Director’s actions as a member of the Board. Such a gift should likewise be declined when its acceptance would give the appearance of a conflict of interest.

Directors should not accept compensation for services performed for or on behalf of the Corporation from any source other than AAG.

Corporate Opportunities

Directors may not:

• Take for their advantage, business opportunities that are substantially related to the Corporation’s business
• Compete with the Corporation for business opportunities that are substantially related to the Corporation's business; provided, however, if the disinterested Directors determine that the Corporation will not pursue such an opportunity the Director is free to take advantage of, or otherwise compete for, such opportunity

Confidentiality

Directors should maintain the confidentiality of information entrusted to them by the Corporation and any other confidential information about the Corporation that comes to them in their capacity as a Director, except when disclosure is authorized by the
Corporation or legally mandated. Confidential information includes all non-public information relating to the Corporation.

Compliance with laws, rules and regulations

Directors shall comply with all laws, rules and regulations applicable to the Corporation.

Encouraging the reporting of any illegal or unethical behavior

Directors will ensure the Corporation adopts policies and procedures that are designed to:

• Encourage employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation
• Encourage employees to report violations of laws, rules, regulations or the Corporation’s Standards of Business Conduct to appropriate personnel
• Make clear that the Corporation will not allow retaliation for reports that are made in good faith

Compliance Procedures

Directors should communicate any suspected violations of this Code promptly to the Committee Chairman. Suspected violations will be investigated by the Board or its designees and appropriate action will be taken in the event it is determined that a violation has occurred.

Fair Dealing

Directors will make every reasonable effort to deal fairly with the Corporation’s customers, suppliers and employees. No Director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other intentional unfair-dealing practice.

Protection and Proper Use of the Corporation’s Assets

Directors may not use the Corporation’s assets, labor or information for personal use, unless such use is approved by the Committee Chairman or is part of a compensation or expense reimbursement available to all of the Directors.

Annual Review/Waiver

The Board of Directors will review and reassess the adequacy of the Code annually and make any amendments to it as the Board deems appropriate.

Only the Board of Directors may approve any waiver of the Code with respect to any Director. Such a waiver must be promptly disclosed to the Company’s shareholders.

Building the greatest airline in the world requires a strong commitment to our customers, shareholders, business partners and employees. That commitment is founded on a value system we all share, one based on integrity, honesty and the absolute dedication that every decision we make is a responsible and ethical one. Our standards of business conduct embody this value system and serve as a guide for all our employees and others working on behalf of American to conduct business ethically and responsibly.

• Standards of Business Conduct for Team Members Opens in a new window
• Standards of Business Conduct for Suppliers Opens in a new window