Key Committees
The key committees of Delta's Board of Directors assist the Board in its oversight of certain key functions performed by the Company including the audit,
compensation, finance, and governance functions. Each committee is comprised solely of outside directors.
Key Committees Membership
Committee - Number of Meetings in 2008 |
Members as of
January 30, 2009 |
Key Functions |
| Audit - 9 meetings |
John S. Brinzo, chair*
Roy J. Bostock
John M. Engler
Paula Rosput Reynolds
|
- 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;
and
- 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
- Reviews and approves, or ratifies if appropriate:
- possible conflicts of interest involving members of the
Board or executive officers; and
- 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
|
| Corporate Governance - 4 meetings |
Daniel A. Carp, chair
Roy J. Bostock
John M. Engler
Mickey P. Foret
Paula Rosput Reynolds
Rodney E. Slater |
- Identifies and recommends qualified individuals to the Board
for nomination as directors and considers stockholder 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
|
| Finance - 9 meetings |
Kenneth B. Woodrow, chair
Mickey Foret
David R. Goode
Kenneth C. Rogers
Douglas M. Steenland |
- Reviews and makes recommendations,
where appropriate, to the Board regarding:
- Financial planning and financial structure
- Risk management
- Financings and guarantees
- Long-term capital expenditures
- Annual and longer-term operating plans
- Tax policy
- Cash flows
- Dividend policy
- Issuances and repurchases of capital stock and other securities
|
| Personnel & Compensation - 7 meetings |
David R. Goode, chair
John S. Brinzo
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;
and
- Makes recommendations to the Board regarding Board compensation
|
| *Designated as audit
committee financial expert |
