At the core of Delta’s governance structure is the history of a strong, independent Board of Directors composed of experienced members with diverse backgrounds, skills, experiences, gender, race and/or ethnicities.
The Board is committed to sound corporate governance in line with evolving best practices. Our governance structure and practices are described in detail in our Proxy Statement for the 2024 Annual Meeting of Shareholdersopens in a new window.
Delta has a robust oversight framework for ESG matters at the board and management levels.
Oversight of ESG Matters
The Board of Directors understands, and is committed to, the importance of environmental, social and governance (ESG) matters and their significance to our stakeholders.
The Board includes several directors with skills and experience relevant to these topics, with targeted expertise in risk management and data security. The Board’s diversity with respect to gender, race and ethnicity ensures a broad perspective in evaluating ESG matters. In addition, the Board has and continues to gain knowledge about evolving areas through, among other things, regular briefings and discussions with internal subject-matter experts. The Board also has access to external resources and education on a variety of these matters.
Oversight of ESG Risk
The Board of Directors has ultimate responsibility to oversee Delta’s Enterprise Risk Management (ERM) program, including with respect to ESG matters. The ERM program’s primary objectives include facilitating a cross-functional enterprise-wide risk assessment, integrating the ERM framework into business processes and decision-making, holding management accountable to mitigate risks, and providing assurance the risk-governance systems are functioning appropriately.
The Board discusses risks throughout the year, particularly when reviewing our operating and strategic plans and when considering specific actions for approval. The Board manages oversight of risk through delegation to its committees with regular reporting to the entire Board.
About Our Board
As of 31 décembre 2023
INDEPENDENCE
All independent except CEO 1 and ALPA 2 nominee
TENURE
Average tenure 6,7 years
DIVERSITÉ
- Directeur général
- Air Line Pilots Association
Board Committee ESG Oversight Roles
As is discussed in greater detail in Delta’s 2024 Proxy Statementopens in a new window, oversight of ESG matters aligns with the general responsibilities of Delta’s Board Committees as follows:
BOARD OF DIRECTORS COMMITTEES
AUDIT COMMITTEE
- Oversees compliance with procedures and processes pertaining to corporate ethics and standards of conduct, including regular review of reports on adherence to these standards
- Reviews Enterprise Risk Management processes and discusses major risk exposures with management
- Oversees the reporting of environmental and social matters in our Securities and Exchange Commission filings
- Reviews cybersecurity risks and the security and operations of our information technology systems
CORPORATE GOVERNANCE COMMITTEE
- Leads the Board’s governance practices and procedures, including the search for and recruiting of new outside directors and consideration of nominees for the Board
- Oversees our environmental sustainability strategy, goal setting, opportunities and risks, and efforts and progress with respect to these matters
- Reviews reports on our corporate and political action committee political contributions and charitable contributions made by Delta or The Delta Air Lines Foundation
PERSONNEL & COMPENSATION COMMITTEE
- Reviews management succession plans and the company leader and talent planning process
- Oversees policies and strategies relating to talent development and human capital management, including diversity, equity and inclusion, and employee well-being
SAFETY & SECURITY COMMITTEE
- Oversees and consults with management on our customer, employee and aircraft operating safety and security goals, performance and initiatives
- Reviews current and proposed safety- and security-related programs, policies and compliance matters
- Reviews reports and matters that may have a material effect on our flight safety operations and security matters
- Reviews matters related to public health that have an impact on our operations
FINANCE COMMITTEE
- Reviews and approves or recommends to the Board commitments, capital expenditures and financing transactions, including acquisition of new, more fuel-efficient aircraft and significant investments in new technologies
DELTA LEADERSHIP COMMITTEE
The Delta Leadership Committee (DLC), under the leadership of our CEO and oversight of the Board of Directors, manages the strategic direction of our business, including the implementation of our ESG initiatives.
DLC members or other executives who report directly to the DLC spearhead executive-level councils. These councils meet regularly to drive these efforts in coordination with crossfunctional working groups across the company.
The DLC is regularly briefed on various ESG matters by our Executive Vice President (EVP) - External Affairs and frequently engages with internal subject-matter experts on these topics. Over the course of 2023, the DLC was briefed on Delta’s long-term climate strategy by our Chief Sustainability Officer. This brief included the comprehensive strategy that set the foundation of our short-, medium- and long-term milestones and targets, which will drive our path to net-zero emissions by 2050. The strategy review also included potential risks and opportunities specific to our sustainable aviation fuel strategy, which is core to Delta’s decarbonization efforts.
ESG Oversight and Management
