Board of Directors
The Board of Directors determines the direction of the Group's activities and ensures their implementation. Its mandate is to work with General Management to ensure smooth company operations in line with the opinions and recommendations of its specialized committees.
As of July 1, 2013 the Board of Directors comprises 14 members:
- 11 directors appointed by the Shareholders' Meeting (including 2 representatives of the employee shareholders)
- 3 representatives of the French State appointed by ministerial order
The Board of Directors operates in accordance with the governance principles in France as presented in the AFEP-MEDEF Corporate Governance Code in particular, the duration of Board directors' terms of office is four years and the renewal of Board director mandates is staggered to facilitate the smooth renewal of the Board of Directors.
Organization of the Board of Directors as of July 1, 2013
|Name||Date of birth||Principal position|
|Alexandre de Juniac||November 10, 1962||Chairman and Chief Executive Officer, Air France-KLM|
|Peter F.Hartman||April 3, 1949||Vice Chairman of the Board of Directors|
|Maryse Aulagnon*||April 19, 1949||Chief Executive Officer, Affine|
|Patricia Barbizet*||April 17, 1955||Chief Executive Officer and Director, Artémis|
|Isabelle Bouillot*||May 5, 1949||Chairman of China Equity Links|
|Régine Brehier (Representative of the French State)||December 10, 1960||Director of Maritime Affairs - Ministry of Ecology, Sustainable Development and Energy|
|Jean-Dominique Comolli (Representative of the French State)||April 25, 1948||Honorary Civil Service Administrator|
|Jean-François Dehecq*||January 1, 1940||Vice-Chairman of the National Industry Council|
|Jaap de Hoop Scheffer||April 3, 1948||Kooijmanchair for Peace, Justice and Security (Leiden University, Netherlands)|
|Cornelis J.A van Lede*||November 21, 1942||Director of Air Liquide and member of the Supervisory Board of Philips Electronics|
|Solenne Lepage (Representative of the French State)||February 7, 1972||Deputy Director in charge of Transport and Audiovisual matters at the French Treasury State Holdings Agency - Ministry of Economy and Finance|
|Christian Magne (Representative of the ground staff and cabin crews)||August 20, 1952||Finance Executive|
|Bernard Pédamon (Representative of flight deck crew)||July 10, 1961||Flight Captain, Boeing 777|
|Leo M. van Wijk||October 18, 1946||Chairman of SkyTeam|
*Directors considered to be independent
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, in the light of the criteria stipulated by the AFEP-MEDEF Code, 6 directors can be considered independent in that none of these directors has a relationship with the company, the Group or its management that could 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.
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 of 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 November 9, 2011 in order, notably, to:
- specify the make-up, role and responsibilities of the Audit Committee, in order to align them with French law following the implementation of the European Directive n° 2006/43/EC of 17 May 2006;
- set out certain aspects involving compliance with good conduct rules on stock market trading applying to Air France-KLM Board members.
On October 17, 2011, the Board of Directors decided to reunify the functions of Chairman of the Board of Directors and Chief Executive Officer.