Air France 2008 Annual Report Download - page 56

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56
Functioning of the Board of Directors
The minimum number of Board of Directors meetings is
set at five per year. Prior to Board meetings, a file is sent
to Board members containing the agenda for the meeting
together with any summaries or, where appropriate, full
documentation on any issues requiring special analysis
and prior consideration. The matters raised in meetings
are presented orally or by video, followed by discussion.
Board meetings are conducted in French, however each
director may speak in French or in English with
simultaneous interpretation. Secretarial services for the
Board of Directors are provided by the Legal Counsel.
Compliance and ethics
The Board of Directors has adopted a Compliance Charter
and a Code of Ethics. The Compliance Charter, adopted
by the Board of Directors on March 25, 2004 and
amended on November 22, 2005, prohibits both corporate
officers and senior executives 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.
Corporate governance principles
The Board of Directors functions according to the
governance principles in force in France, with the
exception of the duration of the terms of office and the
independence of Board members.
In order to come into line with the corporate governance
principles and adopt the conclusions of the Board
evaluation, the Board of Directors decided to submit to
the Shareholders’ Meeting to be held on July 10, 2008, a
resolution to reduce the current six-year term of office for
directors to four years and to establish a staggered
renewal process.
The Board of Directors Committees
With the exception of the strategy committee none of the
Board of Directors committees has corporate officers as
members.
The audit committee
The committee comprises six members: Pierre Richard
(Chairman of the committee), Jean-François Dehecq, the
representative of the French State Holdings Agency, Floris
Maljers, Christian Magne and Didier Le Chaton. The
principal executives responsible for accounting, legal
affairs, finance, internal control and audit of Air France-
KLM and the subsidiaries Air France and KLM attend the
meetings. The statutory auditors attended all meetings of
the audit committee held during the financial year. At the
request of the Chairman of the committee, they were able
to consult with committee members without the presence
of the Group’s senior executives.
The audit committee’s principal missions are to review 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
Corporate Governance