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.
The Board of Directors comprises 15 members:
- 12 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 updated in 2010.
In order to come in line with the corporate governance principles and adopt the conclusions of the Board evaluation, the General Shareholders' Meeting held on July 10, 2008 decided to reduce the directors' office term from 6 to 4 years (with no change to the current directors' office terms on the date of Shareholders' Meeting) and to establish a staggered renewal process. Thus, a proposal was submitted to the General Shareholders' Meeting on July 8, 2010 to set the duration of new or reappointed Board Directors' terms of office at 2, 3 or 4 years to ensure the smooth renewal of the Board of Directors.
Organization of the Board of Directors as of March 25, 2013
|Name||Date of birth||Principal position|
|Jean-Cyril Spinetta||October 4, 1943||Chairman and Chief Executive Officer, Air France-KLM|
|Leo M. van Wijk||October 18, 1946||
Deputy Chief Executive Officer, Air France-KLM,|
Vice-Chairman of the Board of Directors, Air France-KLM
|Maryse Aulagnon*||April 19, 1949||Chief Executive Officer, Affine|
|Patricia Barbizet*||April 17, 1955||Chief Executive Officer and Director, Artémis|
|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||Honorary Chairman, Sanofi-Aventis|
|Jean-Marc Espalioux*||March 18, 1952||Chairman and Chief Executive Officer of Montefiore Investment|
|Peter F. Hartman||April 3, 1949||President and CEO, KLM|
|Jaap de Hoop Scheffer||April 3, 1948||Kooijmanchair for Peace, Justice and Security (Leiden University, Netherlands)|
|Alexandre de Juniac**||November 10, 1962||Chairman and Chief Executif Officer, Air France|
|Cornelis J.A van Lede*||November 21, 1942||Chairman of the Supervisory Board, Heineken|
|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|
*Directors considered to be independent
** Appointed by the Board on January 11, 2012 ,for ratification by the General Shareholders' Meeting on May 31, 2012.
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.