Air France-KLM Board of Directors
The Board of Directors determines the orientations of the Group's activities and ensures their implementation. Its mandate is to work with the General Management to ensure smooth company operations in line with the opinions and recommendations of its specialized committees.
The Board of directors comprises 15 members.
The Board of Directors functions according to the governance principles in force in France as outlined in the consolidated AFEP-MEDEF report of October 2003.
In order to come into line with the corporate governance principles and adopt the conclusions of the Board evaluation, the General Shareholder's Meeting held on July 10, 2008 decided to reduce the directors' term of office from six to four years (with no change to the current directors' terms of office on the date of Shareholders' Meeting) and to establish a staggered renewal process.
The Board has not been required to debate the independance of its members in the light of the criteria set by the AFEP MEDEF 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 the agreements with KLM.
Organization of the Board of directors
| Name, Date of birth | Principal positions within the company | Principal others directorships and positions | Education |
| Jean-Cyril Spinetta October 4, 1943 | Director Appointed by the annual shareholders' meeting Chairman of the Board of Directors | -Permanent representative of Air France on the Board of Directors of Monde Entreprsies, Management of the Board of governors of the International Air Transport Association (IATA). -Director of Saint-Gobain, Alcatel-Lucent, GDF-Suez and la Poste. | Graduate of the Paris Institut des Sciences Politiques and the Ecole Nationale d'Administration. |
| Leo M.van Wijk October 18, 1946 | Director Appointed by the annual shareholders' meeting Vice-Chairman of the Board of Directors | -Member of the Supervisory Board of Martinair, Aegon N.V, Randstad Holding N.V, the Dutch Tourist Board | Master's degree in Economics |
| Patricia Barbizet April 17, 1955 | Director Appointed by the annual shareholders' meeting | -Chief executive Officer and director of Artémis, -Member of the Supervisory Board and Chief Executive Officer of Financière Pinault, -Member of the supervisory board of Gucci and Yves Saint-Laurent, -Director of FNAC, Bouygues, and TF1, -Chairman and director of Christie's International plc. | Graduate of the École Supérieure de Commerce de Paris |
| Bruno Bézard May 19, 1963 | Director representing the State | -Director of the French Treasury State Holdings Agency -Director of EDF, La Poste, Areva, France Telecom and Thales | Graduate of the Ecole Polytechnique and the Ecole Nationale d'Administration |
| Frederik Bolkestein 1933 | Director | -Member of the Supervisory Board of Nederlandsche Bank. | Graduate in law of the Universiteit van Leiden |
| Jean-François Dehecq January 1, 1940 | Director Appointed by the annual shareholders' meeting | -Chairman of Sanofi-Aventis, -Director of Veolia Environnement | Graduate of the Ecole Nationale des Arts et Métiers |
| Philippe Josse September 23, 1960 | Director representing the State | -Director of Budget, French Ministry of Economy, Finance and Industry -Director of EDF and SNCF | Graduate of the Paris Institut des Sciences Politiques de Paris and the École Nationale d'Administration |
| Jean-Marc Espalioux March 18, 1952 | Director Appointed by the annual shareholders' meeting | -Chairman of Financère Agache Private Equity -Member of the supervisory board of the group Flo, Homair Vacances, Lyparis -Director of Veolia Environnement, -Non-voting Director on the Supervisory Board of the Caisse Nationale des Caisses d'Epargne. | Graduate of the Paris |
| Pierre-Henri Gourgeon April 28, 1946 | Director Appointed by the annual shareholders' meeting, Chief Executive Officer of Air France-KLM and Air France | -Permanent representative of Air France-KLM on the Board of Directors of Air France. | Graduate of the Ecole Polytechnique and ENSA, Master's in Science from Californian Institute of Passadena |
| Claude Gressier July 2, 1943 | Director representing the State | -President of the Departement of Economic Affairs and Transport, Cousel General for Public Works -Director of SNCF | Graduate of the Paris |
| Cornelis J.A. van Lede November 21, 1942 | Director, | -Chairman of the Board of Directors of INSEAD (Institute of Business Administration), -Director of Sara Lee Corp, - Chairman of the Supervisory Board of Heineken - Member of the Supervisory Board of Philips Electronics and Air Liquide. | Graduate in law of the Universiteit van Leiden, MBA from INSEAD(Fontainebleau) |
| Didier Le Chaton February 3, 1951 | Director appointed by the annual shareholders' meeting | -Boeing 747-400 Captain -Representative of flight deck crew. | Graduate of the Ecole Nationale de l'Aviation Civile |
| Christian Magne August 20, 1952 | Director appointed by the annual shareholders' meeting to represent employee | -Finance executive -Representative of the ground staff and cabin crews. | |
| Floris A.Maljers August 12, 1936 | Director, | -Chaiman of the Board of Directors of the Rotterdam School of Management, -Chairman of Roompot and Recreatie Group, | M.A. in Economics, Universiteit van Amsterdam |
| Pierre Richard 9 mars 1941 | Director, appointed by the annual shareholders' meeting | -Director of Generali France Holding, EDF Energies Nouvelles, -Expert member of the Board of Directors of the European Investment Bank (Luxembourg) -Member of the supervisory board and director of the Group Le Monde. | Graduate of the École |
Board of Directors Committees
Committees | Composition | Missions |
Audit |
|
|
Remuneration | - Jean-Marc Espalioux, Chairman of the committee, - Cornelis van Lede, - Pierre Richard. |
|
Appointments | - Jean-Marc Espalioux, Chairman of the committee, - Patricia Barbizet, - Jean François Dehecq. |
|
Strategy | -Jean-Cyril Spinetta, Chairman of the committee, - Leo van Wijk, - Patricia Barbizet, - Philippe Josse, - Claude Gressier, - Didier Le Chaton, - Christian Magne. | The committee's responsabilities 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. |
Internal regulations of the Board of directors
On June 17, 2004, the Board of Directors adopted the internal regulations inspired by the Bouton and Viénot reports. In addition to the limitations on the powers of the Chief Executive Officer, these internal regulations specify the terms for the organization and functioning of the Board and establish the prerogatives and duties of the Board directors in terms of the rules on reporting, disclosure, confidentiality and conflicts of interest. They also determine the powers of each of the specialized committees established within the Board.
The internal regulations are regularly updated and were modified by the Board of Directors meeting of March 26, 2009 in order, notably, to :
-specify the role and powers of the Chairman and of the Chief Executive Officer following the separation of the functions of Chairman and Chief Executive Officer, effective January 1, 2009,
-remove any references to the Strategy Committee, in that the Group's strategy is now presented directly to the Board of Directors, notably during an annual meeting dedicated to strategy.
