Air France 2009 Annual Report Download - page 49

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Huguette Rolet: What are the
respective responsibilities of
the Chairman and Chief
Executive Officer?
The Chairman of the Board has no executive
powers. His role is to organize and direct
the work of the Board of Directors and
report to the General Shareholders’ Meeting.
The Chief Executive Officer is invested with
the broadest powers to act in the company’s
name in all circumstances within the limits
set forth in the internal regulations of the
Board of Directors, which are available on
the company’s website.
Separation of the functions of
Chairman and Chief Executive
Officer
In accordance with the proposal submitted by
the Appointments Committee, the Board of
Directors decided, on September 25, 2008, to
separate the functions of Chairman of the Board
of Directors and Chief Executive Officer, effective
January 1, 2009. Since that date, Jean-Cyril
Spinetta, who had, until then, been Chairman
and Chief Executive Officer, has continued to
fulfil the functions of Chairman of the Board of
Directors and Pierre-Henri Gourgeon, who had,
until then, been Deputy Chief Executive Officer,
has fulfilled the functions of Chief Executive
Officer.
Composition of the Board of
Directors
The Air France-KLM Board of Directors may
comprise up to 18 members, with a four-year
period of office. At March 31, 2009, the Board
of Directors comprised 15 members, of whom
ten are directors appointed by the General
Shareholders’ Meeting, two are representatives
of the employee shareholders appointed by the
General Shareholders’ Meeting and three are
representatives of the French State appointed
by ministerial order.
Corporate governance principles
and independence of the
directors
The Board of Directors functions in accordance
with the governance principles in force in
France as outlined in the AFEP-MEDEF
Corporate Governance Code updated in 2008.
However, given the specific rules governing the
appointment of the Board directors
representing the French State and employee
shareholders, Air France-KLM does not comply
in full with the AFEF-MEDEF Code guidelines
with regard to the proportion of independent
directors within the Board of Directors and the
audit committee.
After having reviewed the situation of each
Board director, the Board of Directors meeting
of March 26, 2009, established that eight of the
directors may not be considered to be
independent and that seven directors may be
considered to be independent.
Compliance and ethics
The Board of Directors has adopted a
Compliance Charter and a Financial Code of
Ethics. The Compliance Charter prohibits
company officers, senior executives and certain
employees of the company in sensitive posts
from trading in the company’s shares during the
month preceding annual results
announcements 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.
13 14 15
5687
Organization of the Board
of Directors
47
Air-France KLM - Annual report 2008-09