The Board of Directors (the “Board”) of Delta Air Lines (the “Company”) has adopted the following Code of Business Conduct and Ethics (the “Code”) for its members. It is intended to provide guidance and help them recognize and deal with ethical issues, provide mechanisms to report possible unethical conduct, and foster a culture of honesty and accountability.

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.

                • 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 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 disinterested 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 (a) the Company 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.

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, personnel & compensation, finance, corporate governance, and safety and security functions. The audit, personnel & compensation and corporate governance committees are comprised solely of independent directors.

Audit Committee

Members (as of December 3, 2012): John S. Brinzo, chair*, William H. (Bill) Easter III, Mickey Foret, Shirley C. Franklin, Paula Rosput Reynolds

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

Corporate Governance Committee

Members (as of December 3, 2012): Daniel A. Carp, chair, Roy J. Bostock, William H. (Bill) Easter III, Paula Rosput Reynolds

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, and membership of Board committees
    • evaluation of the Board's performance
  

Finance Committee

Members (as of December 3, 2012): Kenneth B. Woodrow, chair, David G. DeWalt, David R. Goode, George Mattson, Kenneth C. Rogers

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
    • issuances and repurchases of capital stock and other securities
    • risk management practices and policies concerning investments and derivative instruments, both
       financial and non-financial, among other matters
    • balance sheet strategies
• Approves commitments, capital expenditures and debt financings and re-financings, subject to certain limits

Personnel & Compensation Committee

Members (as of December 3, 2012): David R. Goode, chair, John S. Brinzo, Shirley C. Franklin, George Mattson, Kenneth B. Woodrow

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 and recommends to the board the compensation of non-employee directors
• Reviews and approves annually the management succession plan
  
• Makes recommendations to the Board regarding election of officers

Safety & Security Committee

Members (as of December 3, 2012): Roy J. Bostock, chair, Daniel A. Carp, David G. DeWalt, Mickey Foret, Kenneth C. Rogers, vice chair

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
    

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 management and monitor its 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.

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 annual meetings of 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 Article II, Section 8, of Delta's Bylaws. 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.

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 or otherwise adjust its size, within the parameters established in the Bylaws, to function efficiently as a Board.

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 the Board, which are 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. Executive officers of Delta, including the CEO may be members of no more than one other public company board.

Retirement and Term Limits

No outside director will stand for reelection after age 75. 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 standing 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 non-affiliated 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.

Committee Matters

Types of Committees

Standing Board committees currently consist of Audit, Corporate Governance, Finance, and Personnel & Compensation. From time to time the Board may form a new committee or disband a current committee. Each standing committee will have a charter, which it will review annually. Committee charters are available at Corporate Governance.

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 standing committee will consist only of non-management directors. The Corporate Governance Committee will annually recommend standing 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.

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, together with the Chief Executive Officer if the positions are not combined, will establish the agenda for each Board meeting. 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.

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 Chief Executive Officer selection generally and policies regarding succession in the event of an emergency or the retirement of the Chief Executive Officer. 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 becomes disabled.

Effective May 1, 2007, Daniel A. Carp is serving as the non-executive Chairman of the Board. The board does not currently have a Presiding Director. In his capacity as non-executive chairman, Mr. Carp leads executive sessions of the Board. You may contact Mr. Carp on behalf of the non-management directors via email at nonmgmt.directors@delta.com.

The Board of Directors holds regular meetings four times a year, schedules special meetings when required, and regularly meets in executive session without management. The Board and its committees also meet informally from time to time.

The Board believes sound corporate governance practices provide an important framework in assisting the Board to discharge its responsibilities. Accordingly, the Board has adopted corporate governance principles relating to its functions, structure, and operations.

Richard H. Anderson has been Chief Executive Officer of Delta since September 1, 2007. He was Executive Vice President of UnitedHealth Group from November 2004 to August 2007. Mr. Anderson was Chief Executive Officer of Northwest Airlines from February 2001 to November 2004. He is a director of Medtronic, Inc. Age 57. full bio

Edward H. Bastian has been President of Delta since September 1, 2007. Mr. Bastian was President and Chief Executive Officer NWA from October 2008 through December 31, 2009.   He was President and Chief Financial Officer of Delta from September 2007 to October 2008.  Mr. Bastian was Executive Vice President and Chief Financial Officer of Delta from July 2005 to September 2007 and was Senior Vice President - Finance and Controller of Delta from 2000 to April 2005.  He is a director of Habitat for Humanity and Woodruff Arts Center.  Age 55. full bio

Roy J. Bostock has served as non-executive Vice Chairman of Delta's Board of Directors since 2008. He has also served as a principal of Sealedge Investments, LLC, a diversified private investment company, since 2002. Mr. Bostock was Chairman of B/Com3 from 2000 to 2002, and Chairman and Chief Executive Officer of the McManus Group from 1996 to 2000. Prior to 1996, Mr. Bostock served in a variety of senior executive positions in the advertising agency business, including Chairman and Chief Executive Officer of D'Arcy Masius Benton & Bowles, Inc. from 1990 to 1996. Age 71.

John S. Brinzo was Chairman of the Board of Directors of Cleveland-Cliffs Inc. (currently named Cliffs Natural Resources Inc.), from January 2000 until his retirement in May 2007. He also served as Chairman, President and Chief Executive Officer of Cleveland-Cliffs Inc. from July 2003 until April 2005, and as Chairman and Chief Executive Officer from January 2000 until his retirement as CEO in September 2006. He is a director of AK Steel Holding Corporation and Alpha Natural Resources, Inc. Age 70.

Daniel A. Carp has served as non-executive Chairman of Delta’s Board of Directors since April 30, 2007. He was Chief Executive Officer and Chairman of the Board of Eastman Kodak Company from 2000 to June 2005, and continued to serve as Chairman of the Board until his retirement from the company in December 2005. Mr. Carp was President of Eastman Kodak Company from 1997 to 2003. He is a director of Norfolk Southern Corporation and Texas Instruments Inc. Age 64.

David G. DeWalt served as president and chief executive officer for McAfee, Inc. from 2007 until 2011 and in various executive positions, including executive vice president and president customer operations and content management software, for EMC Corporation from 2003 to 2007. He is the director of Jive Software, Inc. and Polycom Inc.. Age 48.

William"Bill" Easter served as chairman, president and CEO of DCP Midstream LLC from 2004 until 2008, following a 32-year career in natural gas, crude oil and refined product supply, transportation, refining and marketing for Conoco and ConocoPhillips. Mr. Easter serves as a member of the board of directors of Concho Resources, Inc., and the Memorial Hermann Hospital System in Houston, Texas.  He is also a past member of the board of directors of Sunoco, Inc.  Age 63.

Mickey Foret has served as President of Aviation Consultants LLC since 2002. He was Executive Vice President and Chief Financial Officer of Northwest Airlines, Inc. from 1998 to 2002, and he served as Chairman and Chief Executive Officer of Northwest Cargo from 1999 to 2002. Mr. Foret was the President and Chief Operating Officer of Atlas Air, Inc. from 1996 to 1997, and served as Executive Vice President and Chief Financial Officer of Northwest Airlines, Inc. from 1993 to 1996. He is a director of Nash Finch Company and URS Corporation. Age 66.

Shirley C. Franklin is Chair of the Board and Chief Executive Officer of Purpose Built Communities, Inc., a national non-profit organization established to transform struggling neighborhoods into sustainable communities. Ms. Franklin served as Mayor of Atlanta from 2002 to 2010. She is affiliated with the United Nations Institute for Training and Research and currently serves as co-chair of the Atlanta Regional Commission on Homelessness and co-chair of the board of directors of the National Center for Civil and Human Rights. Ms. Franklin is also a member of the board of director of Mueller Water Products, Inc. Age 67.

David R. Goode was Chairman of the Board of Norfolk Southern Corporation from 1992 until his retirement in 2006; Chairman and Chief Executive Officer of that company from 2004 through 2005; and Chairman, President and Chief Executive Officer of that company from 1992 to 2005. He held other executive officer positions with Norfolk Southern Corporation from 1985 to 1992. He is a director of Caterpillar Inc. Age 71.

George N. Mattson was a partner at Goldman, Sachs & Co. from 2002 - August 2012, where he also served in a variety of positions from 1994 to 2002. Mr. Mattson was an Associate at Credit Suisse First Boston from 1993 to 1994 and he held various sales and marketing positions at IBM from 1987 to 1993. Age 46.

Paula Rosput Reynolds has served as President and Chief Executive Officer of PreferWest , LLC, a business advisory group, since October 2009. She was Vice President and Chief Restructuring Officer of American International Group, Inc. from October 2008 through September 2009.  She served as President and Chief Executive Officer of Safeco Corporation from 2006 to October 2008. Ms. Reynolds was Chairman of AGL Resources from 2002 to 2005, and President and Chief Executive Officer from 2000 to 2005. She was President and Chief Operating Officer of Atlanta Gas Light Company, a wholly-owned subsidiary of AGL Resources, from 1998 to 2000. Age 55.

Kenneth C. Rogers has been a Delta pilot since 1990, and is currently a Boeing 737-800 First Officer. He served as a nonvoting associate member of Delta’s Board of Directors, designated by the Delta MEC, from 2005 to April 2008. Mr. Rogers was a pilot in the United States Air Force from 1983 to 1990. Age 51.

Kenneth B. Woodrow was Vice Chairman of Target Corporation from 1999 until his retirement in December 2000. He served as President of Target Corporation from 1994 until 1999 and held other management positions in that company from 1971 until 1994. Age 67.

Delta Air Lines, Inc. is incorporated under the laws of the state of Delaware. To learn more, see our Bylaws (PDF) and Certificate of Incorporation (PDF).