Corporate Governance Principles

Delta’s Board of Directors believes that sound corporate governance practices provide an important framework to assist the Board in fulfilling its responsibilities. These Corporate Governance Principles have been approved by the Board. They will be reviewed annually, or more often if deemed necessary or appropriate.

The business of Delta is managed under the oversight of the Board, which is elected by the shareowners. The Delta Board represents the shareowners’ interest in optimizing long-term financial returns while addressing, as appropriate, the concerns of other stakeholders and interested parties, including employees, customers, suppliers, government officials and the public at large. Directors counsel and monitor management performance and adherence to corporate standards. Delta’s business is conducted by its employees, managers and officers under the direction of the chief executive officer.

Select the links below to view the detailed guidelines of Delta's Corporate Governance Principles:

Selection and Composition of the Board
Board Functioning
Committee Matters
Meeting Procedures
Leadership Development and Oversight

Selection and Composition of the Board

Board Membership Criteria

The Board seeks to select as directors individuals with skills and experience to assist management in operating Delta’s business. The Board considers on an annual basis the perceived needs of the Board at that point in time. Board membership criteria include business experience, character, judgment, diversity of experience, skills and acumen, international background and other matters that are relevant to the Board’s needs and objectives. Independence, financial literacy and experience and ability to devote significant time to Board activities and to the enhancement of his or her knowledge of Delta’s business are also factors considered for Board membership. Each director should devote the time and attention necessary to fulfill the obligations of a director, attend Board meetings and meetings of committees of which he or she is a member, and review material sent in advance of meetings. Directors should also attend meetings of the shareowners.

Board Membership Selection

The Board, acting through its Corporate Governance Committee, has the responsibility to nominate directors to fill new and existing Board positions and, at the appropriate time, recommend nominees for election by the shareowners. Annually the Committee will review and screen possible nominees, including standing directors and candidates proposed by shareowners in accordance with Section 4.2 of Delta's By-Laws. The Committee will consider candidates nominated by shareowners on the same basis as all other nominees.

Director Orientation and Continuing Education

The Board and management will conduct orientation for new directors to become familiar with Delta, its strategies, values, including ethics, financial matters, corporate governance and other key policies and practices. New directors will review background materials provided by Delta’s management on Delta and the airline industry, meet with senior management and visit Delta facilities. The Board also recognizes the importance of continuing education for its members. It is the responsibility of management and the Corporate Governance Committee to advise directors about continuing education opportunities, and directors are encouraged to take advantage of these opportunities.

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Board Functioning

Board Leadership

The Board does not have a policy on whether the role of the Chief Executive Officer and the Chairman should be separate. When the positions are combined, the Board will elect an outside director to hold the position of Presiding Director to chair sessions of the Board not attended by the Chief Executive Officer and to have such other duties as the Board deems appropriate.

Size of the Board

The Board will normally consist of between nine and eleven members, although the Board may increase its size to accommodate the availability of an outstanding candidate.

Independence of Members

A substantial majority of directors will be independent directors who have no material relationship with Delta (either directly or as a partner, shareholder, or officer of an organization that has such a relationship with Delta), as defined under the listing standards of the New York Stock Exchange and the Director Independence Standards adopted by Delta's Board and incorporated into these Principles. Each director must notify the Chairman of the Corporate Governance Committee as soon as practicable of every situation or condition that may affect his or her independence.

Directors Who Change Job Responsibilities/Limits on Outside Board Memberships

A director is expected to offer to submit his or her resignation when the director no longer holds the principal occupation he or she held at the time of election to the Board. Directors who are full-time employees of Delta must resign from the Board coincident with their retirement from full-time employment. Outside Board members are encouraged to limit the number of other public company boards on which they serve to four. Executive officers of Delta other than the CEO may be members of no more than two other public company boards. The CEO may be a member of up to three other public company boards.

Retirement and Term Limits

No outside director will stand for reelection after age 72. The Board does not believe it should establish term limits for directors. While term limits could help ensure that there are fresh ideas and viewpoints available to the Board, term limits have the disadvantage of losing the contribution of directors who have been able to develop, over a period of time, increasing insight into Delta and its operations, and who therefore provide an increasing contribution to the Board. As an alternative to strict term limits, the Corporate Governance Committee will formally review each director’s continuation on the Board each year. This will also allow each director the opportunity to conveniently confirm his or her desire to continue as a member of the Board.

Director Compensation

The Board will periodically review director compensation in comparison with companies that are similarly situated to ensure that Board and committee compensation is reasonable and competitive. Directors who are employees of Delta will not be separately compensated. Compensation should fairly pay outside directors for work required in a company of Delta’s size and scope; compensation should align directors’ interests with the long-term interest of shareowners; and the structure of the compensation should be transparent and easy for shareowners to understand.

Loans to Directors and Executive Officers

It is the policy of Delta not to make any personal loans to its directors and executive officers, except those that comply with the Sarbanes-Oxley Act of 2002 and any related SEC regulations or interpretations.

Stock Ownership of Directors

Directors are encouraged to own a significant equity interest in Delta within a reasonable period after initial election to the Board and to retain such equity interests while serving on the Board. To more closely align the interests of directors and Delta’s shareowners, a portion of directors’ fees will be paid in the form of common stock.

Executive Sessions

The Board will hold regularly scheduled executive sessions without the Chief Executive Officer or any other inside director.

Access to Outside Advisors

The Board, as well as each committee, may retain at any time, at the expense of Delta, outside financial, legal, compensation or other advisors as it deems appropriate.

Access to Management

Board members have complete access to Delta’s management. It is assumed that Board members will use judgment to be sure that contact with management is not distracting to Delta’s business operations and that the Chief Executive Officer is appropriately informed.

Annual Performance Evaluation of the Board

The Board and each of its committees will perform a self-evaluation at least annually to determine whether it and its committees are functioning effectively. The purpose of the evaluation is to increase the effectiveness of the Board and the committees, as well as the individual members.

Board Interaction with Investors, the Press, Customers and Others

Individual directors may, from time to time, meet or otherwise communicate with various constituencies that are involved with Delta. However it is expected that Board members will speak for Delta only with the knowledge of management and in most instances at the request of management.

Transactions Between Directors and Delta

Any payments for any reason, including for goods or services, by Delta or its subsidiaries to a director’s primary business affiliation or that of an immediate family member of a director must be made in the ordinary course of business and on the same terms prevailing at the time for comparable transactions with nonaffiliated persons. Any payments for any reason, including for goods or services, to Delta or its subsidiaries by a director, a director’s immediate family member, a director’s primary business affiliation or that of an immediate family member of a director must be made in the ordinary course of business and on substantially the same terms prevailing at the time for comparable transactions with nonaffiliated persons. The term "primary business affiliation" means an entity of which the director or an immediate family member is a principal or executive officer or in which the director or an immediate family member holds at least 5% of the equity interests.

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Committee Matters

Types of Committees

Board committees currently consist of Audit, Benefit Funds Investment, Corporate Governance, Finance, and Personnel & Compensation. From time to time the Board may form a new committee or disband a current committee. Each committee will have a charter, which it will review annually.

Independence of Members of Certain Committees

The Audit Committee, the Corporate Governance Committee and the Personnel & Compensation Committee will be composed only of independent directors, as defined under applicable law, the listing standards of the New York Stock Exchange and the Director Independence Standards adopted by the Board. Each other committee will consist only of non-management directors. The Corporate Governance Committee will annually recommend committee assignments to the Board. Consideration will be given to rotating the membership of the committees from time to time.

Frequency and Length of Meetings

Committee chairs, in consultation with the Corporate Secretary, will determine the frequency and length of the meetings of the committee.

Audit Committee Financial Expert

At least one member of the Audit Committee will be a person that the Board determines is an "audit committee financial expert" as defined by the Securities and Exchange Commission, unless the Board otherwise determines.

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Meeting Procedures

Conduct of Meetings

Board and committee meetings will be conducted in a manner that ensures open communication, meaningful participation and timely resolution of issues. Whenever feasible, directors will receive materials concerning matters to be acted upon well in advance of the applicable meeting to allow directors to prepare for discussions of items at the meeting. Presentations on specific subjects are generally sent to the Board in advance to save time at board meetings and focus discussions on the Board’s questions. When the subject matter is very sensitive, the presentation will be provided at the meeting.

Selection of Agenda Items

The Chairman and Chief Executive Officer will establish the agenda for each Board meeting after consultation with the Presiding Director. Board members may suggest the inclusion of items on the agenda for particular Board meetings. Certain agenda items will be recurring, such as Committee reports and an annual review of Delta’s one-year business plan and its long-term strategic plan, aircraft fleet plan and financial goals.

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Leadership Development and Oversight

Chief Executive Officer Evaluation

The outside directors will evaluate the performance of the Chief Executive Officer at least annually. The Chief Executive Officer will provide a self-assessment in specified categories such as strategic planning, financial matters and leadership. The outside directors will meet in executive session to discuss the assessments and will also meet with the Chief Executive Officer concerning the assessments.

Chief Executive Officer Expense Statements

The Chairman of the Personnel & Compensation Committee will, from time to time, review expense statements submitted by the Chief Executive Officer.

Management Succession

The Board will consider policies and principles for CEO selection generally and policies regarding succession in the event of an emergency or the retirement of the CEO. It will review annually with the Chief Executive Officer management succession planning and development. There should also be available, on a continuing basis, the Chief Executive Officer’s recommendation as to his or her successor should he or she become disabled.

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