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American Airlines Group Inc. has a strong and experienced Board of Directors. Members are elected annually and considered independent other than Chief Executive Officer Robert D. Isom, Jr.
Cyrus Capital Partners, L.P.
Flying Fish Partners
The Kraft Heinz Company
Former Chief Investment Officer
Franklin Mutual Advisers, LLC
Retired President & COO
Hilton Hotels Corporation
The Vistria Group
Private Venture Capital Investor
Chairman, President and Chief Executive Officer
Ingersoll Rand, Inc.
Former Executive Vice President of Enterprise Operations and Chief Financial Officer
The Boeing Company
Former President & CEO
Northwest Airlines Corporation
Chief Executive Officer
American Airlines Group & American Airlines
|Director||Audit||Compensation||Corporate Governance, Public Responsibility and Safety||Finance|
|Jeffrey D. Benjamin||available||available|
|Adriane M. Brown||available||available|
|John T. Cahill||available||available|
|Michael J. Embler||available||available *|
|Matthew J. Hart||available *|
|Susan D. Kronick||available||available *|
|Martin H. Nesbitt||available||available|
|Denise M. O’Leary||available *||available|
|Gregory D. Smith||available||available|
The Board of Directors of American Airlines Group Inc. has adopted this Code of Ethics – each member is expected to abide by these laws. This code is intended to:
No code or policy can anticipate every situation that may arise. Accordingly, this code is intended to serve as a source of guiding principles. Directors should:
Directors are encouraged to bring questions about circumstances that may implicate one or more of the provisions of this of the code to the attention of the Chairman of the Audit Committee, the Executive Vice President of Corporate Affairs, the Senior Vice President of the General Counsel or the Vice President of the Deputy General Counsel.
Board members have a paramount interest in promoting and preserving the interests of American’s stockholders. Directors should avoid any conflict of interest between themselves and American. Any situation that involves, or may be perceived as involving, a conflict between a Director’s personal interests and American’s interests should be disclosed to the Audit Committee Chair. In addition, Directors must disclose information regarding their financial interests in organizations that do business with American.
Once a Director has disclosed a conflict or potential conflict of interest, that Director will not vote on any issue before the Board that creates the conflict or potential conflict of interest.
A Director will not knowingly engage in any conduct or activity inconsistent with, or disruptive of, American’s best interests or its relationship with any person or entity.
A Director, or any immediate family member, should not accept a substantial gift from a third party where the gift is given to influence the Director’s actions as a member of the Board. (Substantial gift means (1) a gift of more than token value; (2) entertainment, the cost of which exceeds what is considered reasonable, customary, and accepted business practice; (3) loans made on preferential terms; or (4) other substantial favors.) Such a gift should also be declined when its acceptance would give the appearance of a conflict of interest.
Directors should not accept compensation for services performed for or on behalf of American from any source other than American.
Directors may not:
Directors should maintain the confidentiality of information entrusted to them by American and any other confidential information about American that comes to them in their capacity as a Director, unless disclosure is authorized by American or legally mandated. Confidential information includes all nonpublic information relating to American.
Directors should comply with all laws, rules, and regulations applicable to American.
Directors will ensure American adopts policies and procedures designed to:
Directors should communicate any suspected violations of this Code promptly to the Audit Committee Chair. Suspected violations will be investigated by the Board or its designees, and appropriate action will be taken if a violation has occurred.
Directors should make every reasonable effort to deal fairly with American’s customers, suppliers, and team members. No Director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
Directors may not use American’s assets, labor, or information for personal use, unless the use is approved by the Audit Committee Chair or is part of a compensation or expense reimbursement available to all Directors.
The Board will review and reassess the adequacy of this Code annually and amend it as the Board deems appropriate.
Only the Board may approve any waiver of the Code for any Director, and any waiver must be promptly disclosed to American’s shareholders.
Building the greatest airline in the world requires a strong commitment to our customers, shareholders, business partners and employees. That commitment is founded on a value system we all share, one based on integrity, honesty and the absolute dedication that every decision we make is a responsible and ethical one. Our standards of business conduct embody this value system and serve as a guide for all our employees and others working on behalf of American to conduct business ethically and responsibly.
Our Board of Directors facilitates communications between directors and employees, stockholders and other interested parties.
To contact the Board, write to:
American Airlines Group Inc.
The Board of Directors
P.O. Box 619616, 8B503
Dallas/Fort Worth International Airport, Texas 75261-9616