American Airlines Group Inc. has a strong and experienced Board of Directors. Members are elected annually and considered independent other than Chief Executive Officer Robert D. Isom, Jr.
Former Executive Vice President of Enterprise Operations and Chief Financial Officer
The Boeing Company
Chief Executive Officer
American Airlines Group & American Airlines
| Board member | Audit | Compensation | Corporate Governance & Public Responsibility | Finance | Safety |
|---|---|---|---|---|---|
| Adriane M. Brown | available | available * | |||
| John T. Cahill | available | available | |||
| Kathryn Farmer | available | available | |||
| Matthew J. Hart | available * | available | |||
| Susan D. Kronick | available | available | |||
| Martin H. Nesbitt | available | available * | |||
| Denise M. O’Leary | available | available | |||
| Vicente Reynal | available | available * | |||
| Doug Steenland | available * | available | |||
| Howard Ungerleider | available | available |
*Committee chair
The Board of Directors (the “Board”) of American Airlines Group Inc. (the “Company” or “American”) has adopted this Code of Ethics (this “Code”) for members of the Board. Each member of the Board is expected to abide by this Code. This Code is intended to:
No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guidance.
Directors should:
Directors are encouraged to bring questions about circumstances that may implicate one or more of the provisions of this Code to the attention of the Chair of the Audit Committee, Chair of the Corporate Governance and Public Responsibility (“CGPR”) Committee, Chief Legal Officer, Corporate Secretary or outside legal counsel, as appropriate.
Directors who also serve as employees of the Company should read this Code in conjunction with the Company’s Standards of Business Conduct for Team Members.
Board members have a paramount interest in promoting and preserving the interests of American’s stockholders. Directors must avoid any conflict of interest between themselves and American. Any situation that involves, may reasonably be expected to involve or that may be perceived as involving, a conflict between a Director’s personal or professional interests and American’s interests should be disclosed promptly to the Chair of the Audit Committee and the Chair of the CGPR Committee. In addition, Directors must disclose information regarding their financial interests in organizations that do business with American or are reasonably expected to do business with American.
A “conflict of interest” may occur when a Director’s personal or professional interests are adverse to or may be adverse to the interests of the Company. For example, a conflict of interest can arise when a Director takes actions or has personal interests that make it difficult to perform his or her Company duties objectively and effectively. A conflict of interest may also arise when a Director, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a Director of the Company. A conflict of interest may occur directly or indirectly. “Immediate family” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in law, and anyone (other than domestic employees) who share such person’s home.
This Code does not attempt to describe all possible conflicts of interest which could develop. The following are some examples of common possible conflicts of interest that Directors should avoid.
In order to avoid a conflict of interest, Directors must recuse themselves from any deliberations and decisions undertaken by the Board that affect their personal or professional interests.
Directors may not:
Directors should maintain the confidentiality of all non-public information entrusted to them by American, from whatever source, and any other confidential information about American that comes to them in their capacity as a Director, unless disclosure is authorized by American or legally mandated (in which event of such legally mandated disclosure, the Director shall give notice to the Board Chair and Chief Legal Officer a reasonable time in advance of any such anticipated disclosure, consult with American on the advisability of taking legally available steps to resist or narrow such disclosure and assist American, at American’s expense, in taking such steps). This duty of confidentiality will continue after a Director no longer serves on the Board for as long as the information continues to be confidential.
Directors shall comply with all laws, rules, and regulations applicable to American, including insider trading laws. Transactions in Company securities are governed by American’s Amended and Restated Insider Trading Compliance Policy.
Directors should promote ethical behavior and ensure American adopts policies and procedures designed to:
Directors should communicate any suspected violations of this Code promptly to the Chair of the Audit Committee and Chair of the CGPR Committee, Chief Legal Officer or Corporate Secretary. Suspected violations will be investigated by the Board or its designees, and appropriate action will be taken if a violation has occurred.
Directors should make every reasonable effort to deal fairly with American’s customers, suppliers, competitors, and team members. 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.
Directors should protect American’s assets and ensure their efficient use. Directors may not use American’s assets, labor, or information for personal use, except as authorized for Company business and for travel benefits and other incidental personal benefits which by Company policy are provided to all Directors.
The CGPR Committee will review and reassess the adequacy of this Code annually and will recommend any changes deemed appropriate to the Board for its consideration.
Only the Audit Committee or the full Board, excluding the Director seeking the waiver, may approve any waiver of the provisions of this Code after disclosure of all material facts by the Director seeking the waiver, and any waiver must be promptly disclosed as and to the extent required by law.
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.
Our Board of Directors facilitates communications between directors and employees, stockholders and other interested parties.
To contact the Board, write to:
American Airlines Group Inc.
The Board of Directors
P.O. Box 619616, 8B503
Dallas/Fort Worth International Airport, Texas 75261-9616