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Management Report 2013 - Air France-KLM 1

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Management Report 2013 - Air France-KLM 1 Management Report 2013 Société anonyme with share capital of 300,219,278 euros Registered office: 2, rue Robert Esnault-Pelterie, 75007 Paris Mailing address: 10-14, rue de Rome, 93290 Tremblay-en-France Paris Trade and Company Register: 552,043,002 Management Report 2013 - Air France-KLM 1 CONTENTS 1 Corporate governance 1.1 The Board of Directors 3 1.2 The Group Executive Committee 31 1.3 Share capital and shareholder structure 32 2 Activity 2.1 Highlights of the 2013 financial year 36 2.2 Market and environment 37 2.3 Strategy 45 2.4 Passenger business 49 2.5 Cargo business 51 2.6 Maintenance business 52 2.7 Other businesses 52 2.8 Fleet 53 2.9 Highlights of the beginning of the 2014 financial year 58 3 Risks and risk management 3.1 Risk management process 59 3.2 Risk factors and their management 59 3.3 Market risks and their management 68 4 Social, corporate citizenship and environmental data 4.1 Social information 72 4.2 Note on the methodology for the reporting of the Group’s social indicators 84 4.3 Social indicators 88 4.4 Corporate citizenship information 91 4.5 Environmental information 97 4.6 Note on the methodology for the reporting of the Group’s environmental indicators 105 4.7 Environmental indicators 108 4.8 Report from one of the Statutory Auditors 110 5 Comments on the financial statements 5.1 Comments on the financial statements 113 5.2 Key financial indicators 117 Management Report 2013 - Air France-KLM 2 1 Corporate governance 1.1 The Board of Directors Pursuant to the corporate governance principles stipulated by the AFEP-MEDEF Corporate Governance Code, the duration of Board directors’ terms of office is four years and the expiration dates for these terms of office are staggered to facilitate the smooth renewal of the Board of Directors. During the 2013 financial year, the Board of Directors saw a number of changes (summarized in the following table): replacement of the three Board directors representing the French State, expiration of one independent Board director’s term of office and the appointment of a new independent Board director. Furthermore, at the Air France-KLM Board of Directors’ meeting of March 25, 2013, Mr. Jean-Cyril Spinetta and Mr. Leo van Wijk announced that they would be stepping down as, respectively, the Group’s Chairman and Chief Executive Officer, and Vice-Chairman of the Board and Deputy Chief Executive Officer, on July 1, 2013, Mr. Spinetta also having decided to step down as a Board director as of the same date. Following the proposal of its Appointments Committee, the Board of Directors appointed Mr. Alexandre de Juniac to succeed Mr. Jean-Cyril Spinetta as Chairman and Chief Executive Officer of Air France-KLM as of July 1, 2013, and appointed Mr. Peter Hartman as Vice-Chairman of the Board from the same date. Lastly, Ms. Patricia Barbizet resigned her Board director’s mandate on December 31, 2013. To facilitate their integration and the exercise of their mandates, the newly-appointed Board directors are encouraged to meet with the company’s senior executives, and are offered site visits and training organized and paid for by the company. On their appointment, they are also sent a dossier including, for example, the company’s articles of incorporation, the internal regulations of the Board, the Registration Document and the latest press releases issued by the company. Summary of the changes in the composition of the Board of Directors during the 2013 financial year: Date Event Board function January 29, 2013 Resignation of Marie-Christine Saragosse Director representing the French State January 30, 2013 Appointment of Jean-Dominique Comolli Director representing the French State February 20, 2013 Resignation of David Azéma Director representing the French State February 22, 2013 Resignation of Claude Gressier Director representing the French State March 21, 2013 Appointment of Solenne Lepage Director representing the French State March 22, 2013 Appointment of Régine Brehier Director representing the French State May 16, 2013 End of Jean-Marc Espalioux’s term of office Independent director May 16, 2013 Appointment of Isabelle Bouillot Independent director June 30, 2013 Jean-Cyril Spinetta steps down as Chairman and Chief Executive Chairman and Chief Executive Officer Officer and as a Board director June 30, 2013 Leo van Wijk steps down as Deputy Chief Executive Officer and Vice- Deputy Chief Executive Officer and Chairman of the Board of Directors Vice-Chairman of the Board July 1, 2013 Appointment of Alexandre de Juniac as Chairman and Chief Executive Chairman and Chief Executive Officer Officer July 1, 2013 Appointment of Peter Hartman as Vice-Chairman of the Board of Vice-Chairman of the Board of Directors Directors December 31, 2013 Resignation of Patricia Barbizet Independent director In addition, during its meeting of June 25, 2013, the Board of Directors decided to grant Mr. Spinetta the title of Honorary Chairman from July 1, 2013 and to entrust him with the task of representing Air France-KLM, on an unpaid basis, for a period of 24 months. Management Report 2013 - Air France-KLM 3 1.1.1 Composition of the Board of Directors At December 31, 2013, the Board of Directors comprised 14 members: • 11 Board directors appointed by the Shareholders’ Meeting (including two representing the employee shareholders); • three representatives of the French State appointed by ministerial order. Despite the particularity of its composition, the Board of Directors is a collegial body which collectively represents all the shareholders and acts in the interests of the company. At December 31, 2013, the Board of Directors numbered five women directors, i.e. a proportion of 35.7% (30.7% at January 1, 2014 taking into account the resignation of Ms. Barbizet as a Board director on December 31, 2013), in line with the AFEP-MEDEF recommendations and the provisions of the law of January 27, 2011 relating to the balanced representation of men and women within Boards of Directors. Board directors appointed by the Shareholders’ Meeting Alexandre de Juniac Chairman and Chief Executive Officer (since July 1, 2013) First appointed as a Board Expertise and professional experience director: Born November 10, 1962, Alexandre de Juniac is a graduate of the École Polytechnique de Paris and of January 11, 2012 the École Nationale d’Administration. Having begun his career at the Conseil d’Etat in 1988, Mr de Juniac joined the cabinet of Nicolas Sarkozy Expiration date of current at the French Budget Ministry in 1993. Between 1995 and 2008 he occupied various functions in the term of office: aeronautical industry (Thomson, Sextant Avionique, Thales). In 2009, he became Chief of Staff to 2015 Shareholders’ Meeting Christine Lagarde, Minister for the Economy, Industry and Employment. Number of shares held in Mr. de Juniac was appointed Chairman and Chief Executive Officer of Air France on November 16, 2011 the company’s stock: before becoming Chairman and Chief Executive Officer of Air France-KLM on July 1, 2013. 2,000 Other directorships and offices Directorships and offices held in the last French company five years and having expired • Member of the Vivendi* Supervisory Board since • Chairman and Chief Executive Officer and April 30, 2013. Director of Air France until June 30, 2013 Other • Chief of Staff to Christine Lagarde, Minister for the Economy, Industry and Employment from 2009 to • Member of the IATA (International Air Transport 2011 Association) Board of Governors (Canada) (since • Senior Vice-President, Asia, Africa, Middle East July 1, 2013) and Latin America, Thales*, from 2008 to 2009. Professional address : Air France-KLM, 2, rue Robert-Esnault Pelterie, 75007 Paris * Listed company Management Report 2013 - Air France-KLM 4 Peter Hartman Vice-Chairman of the Board of Directors First appointed as a Board Expertise and professional experience director: Born April 3, 1949, Peter Hartman is a graduate of the Amsterdam Institute of Technology (Mechanical Engineering) and of the Erasmus University in Rotterdam (Economic Sciences). July 8, 2010. In 1973, Mr Hartman joined KLM’s Maintenance Division where he occupied various positions including Head of Customer Service, Head of HR and Organization and Head of Maintenance. He became a Expiration date of current member of the KLM Managing Board in 1997 then Vice-President of the Managing Board before term of office: becoming President and Chief Executive Officer of KLM between 2007 and 2013. Since July 1, 2013, he 2017 Shareholders’ Meeting has been Vice-Chairman of the Air France-KLM Board of Directors*. Other directorships and offices Number of shares held in Directorships and offices held in the last the company’s stock: Non-French companies five years and having expired 12,960 • Member of the Supervisory Board of Royal Ten Non-French companies Cate N.V.* (Netherlands) since April 18, 2013 • Member of the Supervisory Board of Stork B.V.* • Member of the Supervisory Board of Delta Lloyd (Netherlands) until January 1, 2013 N.V.* (Netherlands) • Member of the Supervisory Board of Kenya • Member of the Supervisory Board of Fokker Airways Limited (Kenya) until July 1, 2013 Technologies Group B.V. (Netherlands) • President of the Managing Board of KLM • Chairman of the Supervisory Board of Texel (Netherlands) until July 1, 2013 Airport N.V. (Netherlands) • Director of Alitalia CAI (Italy) (until January 13, Other 2014) • Member of the Board of Directors of the Other Rotterdam School of Management (Netherlands) until October 2011 • Chairman of Connekt
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