GOVERNANCE DOCUMENTS
Air Transport Services Group (ATSG) is committed to strong corporate governance practices. The Board of Directors has a standing Audit Committee, Compensation Committee, and Nominating and Governance Committee. Each committee consists exclusively of non-employee directors.
The Management Sustainability Committee was formed to assist the Nominating and Governance Committee in fulfilling the Board’s oversight responsibilities with respect to the company’s sustainability efforts and initiatives.
In addition, ATSG has adopted the following policies and guidelines:
- A Code of Ethics that sets forth the policies and business practices that apply to the Company's Chief Executive Officer, Chief Financial Officer, and Vice President of Administration.
- Corporate Governance Guidelines that help the Board of Directors oversee the work of management in the conduct of the Company’s business and seek to serve the long-term interests of stockholders.
- A Code of Conduct for Conducting Business that set forth the policies and business practices that apply to all of the Company’s employees.
- A Corporate Compliance Plan to implement a program that promotes an organizational culture that encourages ethical conduct and a commitment to compliance. This plan incorporates immigration compliance.
- An Insider Trading Policy that applies to the Company's directors, officers and employees, their family members, and specially designated outsiders who have access to the Company's material nonpublic information.
- An Executive Officer Clawback Policy that provides for the recovery of erroneously awarded compensation from executive officers in the event of an accounting restatement.
- A Human Rights Statement that addresses human rights issues relevant to our Company and our industry and clarifies our commitment to human rights.
AUDIT COMMITTEE
The Audit Committee is generally charged with the appointment, compensation, retention, evaluation, and oversight of the work of the independent auditors; reviewing and discussing with management and the independent auditors the Company’s annual audited and quarterly financial statements; reviewing the internal audit function; overseeing the integrity, adequacy and effectiveness of the Company’s internal accounting and financial controls; and approving and monitoring the Company’s compliance with its codes of conduct.
COMPENSATION COMMITTEE
The Compensation Committee is generally charged with reviewing, evaluating and making recommendations to the full Board with respect to the Company’s overall compensation policies, including bonuses and benefits; reviewing, evaluating and making recommendations to the full Board on matters relating to the CEO’s compensation; considering and approving the selection, retention and remuneration arrangements for other executive officers; reviewing and evaluating performance target goals for non-executive senior officers and employees; and establishing and reviewing the compensation for non-employee directors.
NOMINATING AND GOVERNANCE COMMITTEE
The Nominating and Governance Committee is generally charged with identifying individuals qualified to become members of the Board in accordance with the criteria approved by the Board; making recommendations to the full Board with respect to director nominees for each annual meeting of the stockholders; developing and recommending to the Board a set of corporate governance principles applicable to the Company; and overseeing the evaluation of the Board and management.
MANAGEMENT SUSTAINABILITY COMMITTEE
The principal purposes of the Management Sustainability Committee, which is composed of executives, senior management and subject matter experts from ATSG and each of its operating subsidiaries, is to further integrate environmental, social and governance (“ESG”) matters into the strategy and operations of the Company and assist the Nominating and Governance Committee of the Board of Directors of ATSG in fulfilling the Board’s oversight responsibilities with respect to the Company’s ESG efforts and initiatives.
CORPORATE GOVERNANCE GUIDELINES
The Corporate Governance Guidelines help the Board of Directors fulfill its responsibility to stockholders to oversee the work of management in the conduct of the Company’s business and to seek to serve the long-term interests of stockholders. These Guidelines are intended to ensure that the Board has the necessary authority and practices in place to review and evaluate the Company’s business operations as needed and to make decisions that are independent of the Company’s management.
CODE OF CONDUCT FOR CONDUCTING BUSINESS
The Code of Conduct for Conducting Business sets forth the policies and business practices that apply to all of the Company’s employees. The Code of Conduct addresses such topics as compliance with laws; moral and ethical conduct; equal employment opportunity; promoting a work environment free from harassment or discrimination; and the protection of intellectual property and proprietary information.
CODE OF ETHICS
The Code of Ethics sets forth the policies and business practices that apply to the Company’s Chief Executive Officer and Chief Financial Officer. The Code of Ethics addresses such topics as compliance with laws; full, fair, accurate and timely disclosure of financial results; professional, honest and ethical conduct; conflicts of interest; reporting procedures and accountability.
CORPORATE COMPLIANCE PLAN
The Corporate Compliance Plan has been designed to govern the development and implementation of a corporate compliance program that promotes an organizational culture that encourages ethical conduct and a commitment to compliance. This plan also reflects the Company's commitment both to hiring personnel who are lawfully permitted to work in the United States and to contracting with temporary agencies that provide lawfully-documented workers.
INSIDER TRADING POLICY
The Insider Trading Policy sets forth the policies and practices for preventing improper insider trading or tipping. The Policy applies to the Company's directors, officers and employees, their family members, and specially designated outsiders who have access to the Company's material nonpublic information.
EXECUTIVE OFFICER CLAWBACK POLICY
Air Transport Services Group has instituted a policy that provides for the recovery of erroneously awarded compensation from executive officers in the event of an accounting restatement.
HUMAN RIGHTS STATEMENT
Respect for human rights is a fundamental value of Air Transport Services Group. For over 40 years, our company has built a reputation on fairness, integrity and respect and has earned the trust of our stakeholders with a set of values that represent the highest standards of excellence in our industry.
INVESTOR RELATIONS CONTACT INFORMATION
Air Transport Services Group, Inc.
Attn: Investor Relations
145 Hunter Drive
Wilmington, OH 45177