Air France 2007 Annual Report Download - page 50

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48
2006-07
Corporate governance
Functioning of the Board of Directors
The Board of Directors has adopted an internal regulation,
inspired by the Bouton and Viénot reports. This regulation
specifies the terms for the organization and functioning of
the Board and sets the prerogatives and duties of the
directors in terms of the rules on reporting, disclosure,
confidentiality and conflict of interest.
Compliance and ethics
The Board of Directors has also adopted a Compliance
Charter and a Code of Ethics.
The Compliance Charter prohibits corporate officers and
directors of the company from trading in the company’s
shares during the month preceding the annual results
announcement and for a period of twenty-one days
preceding the quarterly and half-year results.
The financial Code of Ethics defines the principles with
which the principal executives of the company responsible
for the disclosure of financial information must comply.
Independence of directors
The Board has not been required to debate the
independence of directors in the light of the criteria set by
the Bouton report given the procedure for appointing a
proportion of the directors, which is governed by both
special legal provisions, notably for the representatives of
the French State, and by the agreements with KLM and,
until the resignation of its representative, with Alitalia.
The Board of Directors Committees
The Board of Directors has four specialized committees.
With the exception of the strategy committee, no other
committee has corporate officers amongst its members.
Audit committee
The audit committee is comprised of six members of the
Board of Directors. The principal executives responsible
for accounting, legal affairs, financial control, internal
control and internal audit of Air France-KLM and the
subsidiaries Air France and KLM attend its meetings.
The audit committee reviews the interim and annual
consolidated financial statements in order to inform the
Board of Directors of their content, to ensure that they are
reliable and exhaustive and that the information they
contain is of high quality, including the forecasts provided
to shareholders and the market. It also evaluates the
consistency and effectiveness of the internal control
procedures and examines the significant risks in order to
guarantee the quality of the financial information provided
by the company.
The committee also monitors the quality of procedures to
ensure compliance with stock market regulations.
The audit committee met five times during the 2006-07
financial year.
Strategy committee
The strategy committee comprises seven directors whose
responsibilities include reviewing the strategic orientations
of the Group’s activities, changes in the structure of the
fleet or scope of subsidiaries, the purchase or sale of
aircraft-related or other assets and the air sub-contracting
and alliance policy. It met once in 2006-07.