governance

Principles and Guidelines

BOARD CODE OF ETHICS and Business Conduct

The Board of Directors (the “Board”) of Delta Air Lines, Inc. (the “Company”) has adopted the following Code of Ethics and Business Conduct (the “Code”) for members of the board of directors of the Company. This Code is intended to provide guidance to directors to help them recognize and deal with ethical issues, provide mechanisms to report possible unethical conduct, and foster a culture of honesty and accountability. Each director must comply not only with the terms, but also the intent, of this Code.

No code or policy can anticipate every situation that may arise. Directors are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Chairman of the Audit Committee, who may consult with the Law Department or outside legal counsel as appropriate.

Directors who serve as officers of the Company must also comply with the Company’s Code of Ethics and Business Conduct.

Conflict of Interest

Each director must avoid any conflicts of interest between the director and the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the Chairman of the Audit Committee.

A "conflict of interest" can occur when a director's personal interest interferes in any way — or even appears to interfere with — the interests of the Company as a whole. A conflict situation can arise when a director takes actions or has interests that may make it difficult to perform his Company work objectively and effectively. Conflicts of interest also arise when a director, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a director of the Company. "Immediate family" includes a person's spouse, parents, children, siblings, mothers-in-law and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than employees) who shares such person's home.

This Code does not attempt to describe all possible conflicts of interest that could develop. Some of the more common conflicts from which directors must refrain, however, are set out below:

  • Relationship of Company with third parties - Directors may not engage in any conduct or activities that are inconsistent with the Company's best interests or that disrupt or impair the Company's relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.
  • Compensation from non-Company sources - Directors may not accept compensation (in any form) for services performed for the Company from any source other than the Company.
  • Gifts - Directors and members of their families may not accept a gift from persons or entities who deal with the Company in those cases where the gift:
    • would be illegal or result in a violation of law;
    • is part of an agreement to do anything in return for the gift;
    • has a value beyond what is normal and customary courtesy in the Company’s business;
    • is being made to influence the director’s actions as a member of the Board; or
    • could create the appearance of a conflict of interest.
  • Company assets - Directors should oversee the protection of Company assets and their efficient use. Company assets should be used only for business purposes, except for travel benefits and other incidental personal benefits which by Company policy are provided to all directors.

Corporate Opportunities

Directors are prohibited from: (a) taking for themselves personally opportunities related to the Company's business; (b) using the Company's property, information, or position for personal gain; or (c) competing with the Company for business opportunities, provided, however, if the Company's independent directors determine that the Company will not pursue an opportunity that relates to the Company's business, a director may do so.

Confidentiality

Directors should maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company that comes to them, except when disclosure is authorized by the Chairman of the Board or Presiding Officer or legally mandated. For purposes of this Code, "confidential information" includes all nonpublic or proprietary information relating to the Company.

Fair Dealing

Directors shall oversee fair dealing by employees, officers and directors with the Company's customers, suppliers, competitors and employees. "Fair dealing" means the avoidance of unfair advantage through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. This Code provision will have no effect on existing legal rights and obligations of the Company and its employees, including "at will" employment arrangements.

Compliance with Laws, Rules and Regulations

Directors shall comply, and oversee compliance by employees, officers and other directors, with laws, rules and regulations applicable to the Company, including insider trading laws. Transactions in Company securities are governed by the Company's insider trading policy.

Encouraging the Reporting of Any Possible Illegal or Unethical Behavior

Directors should take steps to ensure that the Company (a) promotes ethical behavior; (b) encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation; (c) encourages employees to report violations of laws, rules, regulations or the Company's Code of Ethics and Business Conduct to appropriate personnel; and (d) informs employees that the Company will not allow retaliation for reports made in good faith.

Compliance Procedures

Directors should communicate any suspected violations of this Code promptly to the Chairman of the Audit Committee. Violations will be investigated by the Board or by a person or persons designated by the Board, and appropriate action will be taken in the event of any violations of the Code.

BOARD KEY COMMITTEES

The Board of Directors has established the following committees to assist it in discharging its responsibilities:

Audit Committee

Members (as of June 30, 2017): William H. Easter III, chair, Francis S. (Frank) Blake, David G. DeWalt, Mickey P. Foret, Kathy N. Waller

Key Functions

  • Appoints (subject to shareowner ratification) our independent auditors
  • Represents and assists the Board in its oversight of:
    • the integrity of our financial statements
    • legal and regulatory matters, including compliance with applicable laws and regulations
    • our independent auditors' qualifications, independence and performance
    • the performance of our internal audit department
  • Reviews audits and other work product of the independent auditors and internal audit department
  • Discusses the adequacy and effectiveness of our internal control over financial reporting
  • Oversees our compliance with procedures and processes pertaining to corporate ethics and standards of business conduct
  • Reviews and, if appropriate, approves or ratifies:
    • possible conflicts of interest involving members of the Board or executive officers
    • transactions that would be subject to disclosure under Item 404 of SEC regulation S-K
  • Considers complaints concerning accounting, auditing, internal control, and financial reporting matters
  • Reviews the enterprise risk management process by which management identifies, assesses and manages Delta's exposure to risk; discusses major risk exposures with management, and apprises the Board of Directors of risk exposures and management's actions to monitor and manage risk; and reviews the Company's insurance programs
  • Focuses on tone at the top and chooses key topics for detailed review.

Corporate Governance Committee

Members (as of June 30, 2017): Francis S. (Frank) Blake, chair, Daniel (Dan) A. Carp, William H. (Bill) Easter III, George N. Mattson, Kathy N. Waller

Key Functions

  • Leads the search and recruiting process for new outside directors and identifies and recommends qualified individuals to the Board of Directors for nomination as directors; considers stockholder nominations of candidates for election as directors
  • Considers, develops, and makes recommendations to the Board regarding matters related to corporate governance, including:
    • governance standards
    • qualifications and eligibility requirements for Board members, including director independence standards
    • the Board's size, composition, organization and processes
    • the type, function, size, membership, and chairs of Board committees
    • evaluation of the Board's performance
    • legal and regulatory changes in corporate governance
    • political contributions reports
    • the compensation of non-employee directors

Finance Committee

Members (as of June 30, 2017): George N. Mattson, chair, Daniel A. Carp, Jeanne P. Jackson, Douglas R. Ralph, Sergio A.L. Rial

Key Functions

  • Reviews and makes recommendations, where appropriate, to the Board regarding:
    • financial planning and financial structure
    • financings and guarantees
    • capital expenditures, including fleet acquisition
    • annual and longer-term operating plans
    • capital structure including issuances and repurchases of capital stock and other securities
    • risk management practices and policies concerning investments and hedging, both financial and non-financial, including swaps
    • balance sheet strategies
    • derivatives management, fuel hedging and oversight of Delta's oil and fuel management
  • Approves commitments, capital expenditures and debt financings and re-financings, subject to certain limits

Personnel & Compensation Committee

Members (as of June 30, 2017): Daniel A. Carp, chair, Francis S. Blake, Jeanne P. Jackson, George N. Mattson, Sergio A.L. Rial

Key Functions

  • Establishes general compensation philosophy and oversees the development and implementation of compensation programs
  • Performs an annual performance evaluation of our Chief Executive Officer and determines and approves the Chief Executive Officer's compensation
  • Reviews and approves compensation programs for executive officers
  • Reviews and regularly approves the management succession plan
  • Makes recommendations to the Board regarding election of officers
  • Selects, retains, terminates, and approves fees of compensation advisors to the Committee

Safety & Security Committee

Members (as of June 30, 2017): Mickey P. Foret, chair, David G. DeWalt, vice chair, William H. Easter III, Douglas R. Ralph, Kathy N. Waller

Key Functions

  • Oversees and consults with management regarding customer, employee and aircraft operating safety and security, including related goals, performance and initiatives by:
    • reviewing current and proposed safety and security-related programs, policies and compliance matters 
    • reviewing matters with a material effect on Delta's flight safety operations and security
    • establishing and approving annual safety and security goals
    • reviewing the safety and security programs and performance of the Delta Connection carriers
    • reviewing the security of the Company's information technology systems and operations, including defenses against cyber threats to the airline 

CORPORATE GOVERNANCE PRINCIPLES

We have provided this information in PDF format for your convenience.

POLITICAL CONTRIBUTIONS REPORT

We have provided this information in PDF format for your convenience.

OTHER GOVERNANCE INFORMATION

Since 2003, we have chosen to elect a chairman separate from our Chief Executive Officer. Francis S. Blake serves as the non-executive Chairman of the Board and leads executive sessions of the Board. You may contact Mr. Blake on behalf of the non-management directors via email at nonmgmt.directors@delta.com.

Stock Quote: NYSE

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DAL $ 52.26 NYSE (US DOLLAR)

Change -0.57 ( -1.08% )

Volume 6,847,604

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Previous Close 52.83

Day Low 52.07

Day High 52.70

52 Week High 55.75

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Jul 21, 2017 04:00 PM Minimum 20 minute delay

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Q2 2017 Delta Air Lines Conference Call
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