Key Committees
The key committees of Delta's Board of Directors, which
handle the audit, compensation, nominating, and governance functions, are each
comprised solely of outside directors. Read below to find out more about the
key committees.
The key committees of Delta's Board of Directors, which
handle the audit, compensation, nominating, and governance functions, are each
comprised solely of outside directors. Read below to find out more about the
key committees.
Key Committees Membership
|
|
| Committee |
Members on Mar 22, 2005
| Key Functions |
Meetings in 2004 |
| Audit |
Edward H. Budd*
John F. Smith, Jr.
Joan E. Spero
Kenneth B. Woodrow
|
- Appoints (subject to shareowner ratification) our independent
auditors
- Represents and assists the Board in its oversight of:
- The integrity of our financial statements
- Our compliance with legal and regulatory requirements
- Our independent auditors' qualifications and independence
- The performance of our internal audit department and independent
auditors
- 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
- Considers complaints concerning accounting, auditing, internal
control, and financial reporting matters
|
10
|
| Corporate Governance |
Joan E. Spero*
Karl J. Krapek
Paula R. Reynolds
John F. Smith, Jr.
|
- Identifies and recommends qualified individuals to the Board
for nomination as directors and considers shareowner nominations
of candidates for election as directors
- Considers, develops, and makes recommendations to the Board
regarding matters related to corporate governance, including:
- Qualifications and eligibility requirements for Board members,
including director independence standards
- The Board's size, composition, organization, and processes
- The type, function, size, and membership of Board committees
- Evaluation of the Board
- Board compensation
|
3
|
| Personnel & Compensation |
David R. Goode*
Edward H. Budd
Arthur E. Johnson
Paula R. Reynolds
Kenneth B. Woodrow
|
- Establishes our general compensation philosophy and oversees
the development and implementation of compensation programs
- Performs an annual performance evaluation of our CEO and determines
and approves the CEO's compensation level
- Reviews and approves compensation programs applicable to our
executives
- Considers, periodically, our management succession planning
- Makes recommendations to the Board regarding election of officers
|
12
|
| *Committee Chair |
|
|
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