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 :

- 10 directors appointed by the Shareholders' Meeting;
-  2 representatives of the employee shareholders appointed by the Shareholders' Meeting;
-  3 representatives of the French State appointed by ministerial order.

The Board of Directors operates in accordance with the governance principles in force in France as presented in the AFEP-MEDEF Corporate Governance Code updated in 2008.

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.

Given its ownership structure (notably the French State and employees) and the specific rules governing the appointment of a number of its Board directors, 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. In effect, after having examined the situation of each Board director in the light of the criteria stipulated by the AFEP-MEDEF Code, the Board of Directors meeting of March 26, 2009, considered that seven directors can be considered independent in that none of these directors has a relationship with the company, the Group or its management that is such as to color his or her judgement.

Given the above, half the members of the audit committee and all the members of the appointments and remuneration committees can be considered independent.
The Board considered that all the Board directors had competences and professional experience that are useful to the company, whether or not they are considered to be independent in the light of the AFEP-MEDEF criteria.

Organization of the Board of directors

Board of Directors Committees

On March 26, 2009, on the occasion of the change in its internal regulations, the Board decided to disband the strategy committee. In effect, the latter had not met since 2007, the Group's strategy now being presented directly to the Board of Directors notably during an annual meeting dedicated to strategy.

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.