United Airlines 2012 Annual Report Download - page 158

Table of Contents
2009, Mr. Smisek served as President and Chief Operating Officer of Continental. From December 2004 to September 2008, Mr. Smisek served as President
of Continental. Mr. Smisek joined Continental in 1995.
There are no family relationships among the executive officers or the directors of UAL. The executive officers are elected by the Board of Directors each year
and hold office until the organization meeting of the respective Board of Directors in the next subsequent year, until his or her successor is chosen or until his
or her earlier death, resignation or removal.
The Company has a code of ethics, the “Ethics and Compliance Principles,” for its directors, officers and employees. The code serves as a “Code of Ethics”
as defined by SEC regulations, and as a “Code of Business Conduct and Ethics” under the listed Company Manual of the NYSE. The code is available on
the Company’s website. Waivers granted to certain officers from compliance with or future amendments to the code will be disclosed on the Company’s
website in accordance with Item 5.05 of Form 8-K.
 
Information required by this item with respect to UAL is incorporated by reference from UAL’s definitive proxy statement for its 2013 Annual Meeting of
Stockholders.
Information required by this item with respect to United and Continental is omitted pursuant to General Instruction I(2)(c) of Form 10-K.
 

Information required by this item with respect to UAL is incorporated by reference from UAL’s definitive proxy statement for its 2013 Annual Meeting of
Stockholders.
Information required by this item with respect to United and Continental is omitted pursuant to General Instruction I(2)(c) of Form 10-K.
 
Information required by this item with respect to UAL is incorporated by reference from UAL’s definitive proxy statement for its 2013 Annual Meeting of
Stockholders.
Information required by this item with respect to United and Continental is omitted pursuant to General Instruction I(2)(c) of Form 10-K.
 
In October 2002, the Audit Committee of the UAL Board of Directors adopted a policy on pre-approval of services of the Company’s independent registered
public accounting firm. As a wholly owned subsidiary of UAL, United’s audit services were determined by UAL. Continental’s audit services were
determined by UAL following the Merger. The policy provides that the Audit Committee shall pre-approve all audit and non-audit services to be provided to
UAL and its subsidiaries and affiliates by its independent auditors. The process by which this is carried out is as follows:
For recurring services, the Audit Committee reviews and pre-approves the independent registered public accounting firm’s services in conjunction with the
annual appointment of the outside auditors. The reviewed materials include a description of the services along with related fees. The Audit Committee also
reviews and pre-approves other classes of recurring services along with fee thresholds for pre-approved services. In the event that the pre-approval fee
thresholds are met and additional services are required prior to the next scheduled Audit Committee meeting, pre-approvals of additional services follow the
process described below.
Any requests for audit, audit-related, tax and other services not contemplated with the recurring services approval described above must be submitted to the
Audit Committee for specific pre-approval and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly
scheduled meetings. However, the authority to grant specific pre-approval between meetings, as necessary, has been delegated to the Chair of
157