Corporate governance

• Restated Certificate of Incorporation Opens a document in a new window that may not meet accessibility guidelines
• American Airlines Group Bylaws Opens a document in a new window that may not meet accessibility guidelines
• Corporate Governance Guidelines Opens a document in a new window that may not meet accessibility guidelines
• Policy for Recovery of Erroneously Awarded Compensation Opens a document in a new window that may not meet accessibility guidelines
• Statement on Public Policy Engagement and Political Participation

Board member	Audit	Compensation	Corporate Governance & Public Responsibility	Finance	Safety
Adriane M. Brown			available		available *
John T. Cahill	available			available
Michael J. Embler				available	available
Matthew J. Hart	available *				available
Susan D. Kronick			available		available
Martin H. Nesbitt	available		available *
Denise M. O’Leary		available *		available
Vicente Reynal		available	available
Doug Steenland		available		available *
Howard Ungerleider	available	available

• Audit Committee Charter Opens a document in a new window that may not meet accessibility guidelines
• Compensation Committee Charter Opens a document in a new window that may not meet accessibility guidelines
• Corporate Governance and Public Responsibility Committee Charter Opens a document in a new window that may not meet accessibility guidelines
• Safety Committee Charter Opens a document in a new window that may not meet accessibility guidelines.

The Board of Directors of American Airlines Group Inc. has adopted this Code of Ethics – each member is expected to abide by these laws. This code is intended to:

• Focus each Director on his or her duties and responsibilities to a large, publicly-held corporation
• Assist the Directors in the recognition and resolution of ethical issues
• Provide the Directors with a reporting process for unethical conduct
• Further promote a culture of honesty, accountability and integrity

No code or policy can anticipate every situation that may arise. Accordingly, this code is intended to serve as a source of guiding principles. Directors should:

• Avoid even the appearance of improper behavior
• Exhibit the highest standards of business and professional integrity

Directors are encouraged to bring questions about circumstances that may implicate one or more of the provisions of this of the code to the attention of the Chairman of the Audit Committee, the Executive Vice President of Corporate Affairs, the Senior Vice President of the General Counsel or the Vice President of the Deputy General Counsel.

Conflicts of interests

Board members have a paramount interest in promoting and preserving the interests of American’s stockholders. Directors should avoid any conflict of interest between themselves and American. Any situation that involves, or may be perceived as involving, a conflict between a Director’s personal interests and American’s interests should be disclosed to the Audit Committee Chair. In addition, Directors must disclose information regarding their financial interests in organizations that do business with American.

Once a Director has disclosed a conflict or potential conflict of interest, that Director will not vote on any issue before the Board that creates the conflict or potential conflict of interest.

A Director will not knowingly engage in any conduct or activity inconsistent with, or disruptive of, American’s best interests or its relationship with any person or entity.

A Director, or any immediate family member, should not accept a substantial gift from a third party where the gift is given to influence the Director’s actions as a member of the Board. (Substantial gift means (1) a gift of more than token value; (2) entertainment, the cost of which exceeds what is considered reasonable, customary, and accepted business practice; (3) loans made on preferential terms; or (4) other substantial favors.) Such a gift should also be declined when its acceptance would give the appearance of a conflict of interest.

Directors should not accept compensation for services performed for or on behalf of American from any source other than American.

Corporate opportunities

Directors may not:

• Take for their advantage business opportunities substantially related to American’s business; or
• Compete with American for business opportunities substantially related to American’s business; however, if the disinterested Directors determine that American will not pursue the opportunity the Director may take advantage of, or otherwise compete for, that opportunity.

Confidentiality

Directors should maintain the confidentiality of information entrusted to them by American and any other confidential information about American that comes to them in their capacity as a Director, unless disclosure is authorized by American or legally mandated. Confidential information includes all nonpublic information relating to American.

Compliance with laws, rules and regulations

Directors should comply with all laws, rules, and regulations applicable to American.

Encouraging the reporting of illegal or unethical behavior

Directors will ensure American adopts policies and procedures designed to:

• Encourage team members to talk to supervisors, managers, and other appropriate personnel when in doubt about the best course of action in a particular situation;
• Encourage team members to report violations of laws, rules, regulations, or American’s Standards of Business Conduct to appropriate personnel; and
• Inform team members that American will not allow retaliation for good faith reports.

Compliance procedures

Directors should communicate any suspected violations of this Code promptly to the Audit Committee Chair. Suspected violations will be investigated by the Board or its designees, and appropriate action will be taken if a violation has occurred.

Fair dealing

Directors should make every reasonable effort to deal fairly with American’s customers, suppliers, and team members. No Director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

Protection and proper use of American’s assets

Directors may not use American’s assets, labor, or information for personal use, unless the use is approved by the Audit Committee Chair or is part of a compensation or expense reimbursement available to all Directors.

Annual review / waiver

The Board will review and reassess the adequacy of this Code annually and amend it as the Board deems appropriate.

Only the Board may approve any waiver of the Code for any Director, and any waiver must be promptly disclosed to American’s shareholders.

Building the greatest airline in the world requires a strong commitment to our customers, shareholders, business partners and employees. That commitment is founded on a value system we all share, one based on integrity, honesty and the absolute dedication that every decision we make is a responsible and ethical one. Our standards of business conduct embody this value system and serve as a guide for all our employees and others working on behalf of American to conduct business ethically and responsibly.

• Standards of Business Conduct for Team Members Opens in a new window
• Standards of Business Conduct for Suppliers Opens in a new window