Maintaining a sound corporate governance structure is central to fulfilling Atlas Air Worldwide’s mission of being a trusted partner with our stakeholders. Our corporate governance program is characterized by complete transparency, which helps build and sustain public trust in our company.
Our Board of Directors believes that sound corporate governance practices provide an important framework to assist the Board and our executives in fulfilling their responsibilities to shareholders and other stakeholders. Our Corporate Governance Principles are intended to reflect industry best practices in areas such as powers and responsibilities of the Board of Directors, Director nominations and qualifications, Board committees, Director compensation, Director access to outside advisors and employees, stock ownership, Director education, stakeholder communications with the Board, financial statements and disclosure matters, among others.
Additionally, our Code of Ethics Applicable to the Chief Executive Officer, Senior Financial Officers and Members of the Board of Directors is described in the Ethics and Integrity section of this report. For more information, see the Structure and Governance page on our website.
In 2018, Corporate Secretary magazine recognized Atlas Air Worldwide’s legal team as the “Governance Team of the Year” (small- to mid-cap). Corporate Secretary also rated us on its short lists for best compliance and ethics program (small- to mid-cap), best shareholder engagement and best proxy statement (small- to mid-cap).
Following our May 2019 annual meeting, our Board consisted of 10 directors, nine of whom were independent. Each independent Director serves on at least one Board committee. Our Committee Charters serve to fulfill the Board’s responsibilities through smaller, more focused subsets of Directors.
Since our 2019 annual meeting, several Board changes have occurred. In August 2019, our independent Chairman, Robert F. Agnew, passed away. Subsequently, our President and CEO William J. Flynn was elected Chairman of the Board, and Board member and retired U.S. Air Force General Duncan J. McNabb was named our Lead Independent Director. In addition, in July 2019, the company announced a leadership transition under which John W. Dietrich, former Executive Vice President and Chief Operating Officer, became President, effective immediately, while maintaining his role as Chief Operating Officer. Mr. Dietrich will assume the role of President and Chief Executive Officer effective January 1, 2020, when Mr. Flynn retires as an active employee. Mr. Flynn will retain his role as Chairman of the Board.
In order to effectively address the evolving expectations of our shareholder base and the broader investment community, we remain focused on frequent and extensive shareholder engagement. Our outreach program generally targets shareholders representing approximately 75% of our outstanding shares, and we have generally held discussions with shareholders representing well in excess of 50% of our outstanding shares. Key topics of discussion have included our corporate governance, sustainability and executive compensation practices, as well as our business strategy and performance, capital allocation strategy and public disclosures. As a result of specific feedback from shareholders, we have made numerous substantive changes to our compensation program, practices and disclosures, as well as to our governance practices.
We endorse the concept of Board and Committee refreshment, which has resulted in the election of five new Board members over the last three years and the rotation of the Chairman of the Board and the Chairs of our three standing Committees over the last three years.
In 2018 specifically, we added two gender-diverse (including one ethnically diverse) Board members and amended the Nominating and Governance Committee charter to provide that diversity should be a factor in assessing the Board’s core competencies as a whole. We also moved to proactively prevent potential over-boarding issues by amending our Corporate Governance Principles to limit Directors to serving on a maximum of four public-company boards (including the Atlas Air Worldwide Board).
3 out of 9 Board members are female
5 out of 9 Board members are diverse (including gender and ethnicity)
* data points as of September 1, 2019