Air France 2009 Annual Report Download - page 50

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The audit committee
On March 26, 2009, the Board of Directors
decided to increase the number of audit
committee members from six to seven, given
the range and importance of its work. The
principal executives responsible for accounting,
legal affairs, finance, internal control and audit
of Air France-KLM and of the subsidiaries
Air France and KLM attend the meetings.
Its 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 forecasts
provided to shareholders and the market.
It evaluates the consistency and effectiveness
of the internal control procedures and examines
the material risks in order to guarantee the
quality of the financial information provided by
the company. During the 2008-09 financial year,
the audit committee met three times.
The remuneration committee
The remuneration committee is primarily
responsible for formulating recommendations
for the level of and changes to the
compensation of the executive directors.
It may also be asked to comment on the
compensation of the Group’s senior executives,
as well as on any possible stock subscription
or purchase option plan policies.
The remuneration committee met three times
during the financial year.
Information on the compensation of the
executive directors can be found on the
company’s website in accordance with
the AFEP-MEDEF recommendations by which
the Group abides.
The appointments committee
This committee comprises three Board directors.
The appointments committee, which is
responsible for proposing Board director
candidates to the Board of Directors as well as
to replace the executive directors, particularly
in the event of unforeseen vacancies, met on
September 5, 2008. After hearing the opinion
of the Chairman and Chief Executive Officer,
it decided to propose to the Board of Directors
the separation of the functions of Chairman
of the Board of Directors and Chief Executive
Officer of Air France-KLM and to appoint
Mr Spinetta and Mr Gourgeon to the respective
functions of Chairman of the Board of Directors
and Chief Executive Officer of Air France-KLM
as of January 1, 2009.
The Board of Directors
committees
48 Air-France KLM - Annual report 2008-09