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富士施乐P158b驱动 v1.0 安装版
大小：38.7 MB
语言：简体中文
授权：免费软件
类别：驱动相关
下载：4640次
支持系统：Win2003 / WinXP / Win2000 / Win7 / Win8
安全检测：
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此款驱动是富士施乐P158b打印机官方驱动程序，富士施乐P158b在驱动安装界面中，按照安装和操作步骤分别给出4段动画提示，人性化十足，只要按照提示去安装使用，即便没有人教，第一次安装打印机的人也能轻松搞定。
富士施乐黑白激光打印机P158b外观简洁大方，有着每分钟20页的高速打印，其自扫描式发光二极管成像技术（SLED）和数码优化光照控制图像处理技术（DELCIS）可以为您带来高达dpi分辨率的图像，且输出质量稳定、锐利。SLED芯片中活动部件较少，因此不仅可使系统在低噪音状态下运行，而且可以节约能耗。其月打印负荷10000页，能满足用户需求。
驱动安装：
1.解压压缩包，单击&install.exe&驱动程序
2.选择［标准安装］执行标准安装，然后单击［下一步］。
3.遵循安装向导说明以将计算机和打印机与USB电缆连接，然后打开打印机。
4.&即插即用&安装将运行并自动继续执行下一页。
5.&正常完成&画面将显示，单击［启动打印］打印测试页，然后单击［退出］完成安装。
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DEFINITIVE PROXY STATEMENT
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
Filed by a Party other
than the Registrant
CHECK THE APPROPRIATE BOX:
Preliminary Proxy Statement
Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Under Rule
AMERICAN EXPRESS
(Name of Registrant as Specified In Its
Charter)(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE
Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
Title of each class of securities to which transaction
Aggregate number of securities to which transaction applies:
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with
preliminary materials:
Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the
date of its filing.
Amount previously paid:
Form, Schedule or Registration Statement No.:
Filing Party:
Express Company
New York, New
York 10285
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
WHENMonday, May 2, 20169:00 a.m. Eastern Time&WHEREAmerican Express Company200
Vesey Street, 26th FloorNew York, New York
10285&RECORD
DATEClose of business on
March 4, 2016
ITEMS OF BUSINESS
vote on the following proposals:&
Election of
directors proposed by our Board of Directors for a term of one year, as
set forth in this proxy statement
Ratification
of appointment of PricewaterhouseCoopers LLP as our independent registered
public accounting firm for 2016
resolution to approve executive compensation
Approval of
the American Express Company 2016 Incentive Compensation Plan
shareholder proposals if properly presented at the meeting
Such other
business that may properly come before the annual meeting
Carol V. SchwartzSecretaryMarch
Important notice regarding the
availability of proxy materials for the 2016 annual meeting to be held on May 2,
Our proxy statement and annual report are
available online at *. We will mail to certain
shareholders a notice of internet availability of proxy materials, which
contains instructions on how to access these materials and vote online. We
expect to mail this notice and to begin mailing our proxy materials on or about
March 22, 2016.
*Web links throughout this document are
provided for convenience only. Information from the American Express website is
not incorporated by reference into this proxy statement.
<FONT face=Arial size=1 color=#9 PROXY STATEMENT
PROXY SUMMARY AND VOTING
We present below a summary of certain
information in this proxy statement. Please review the complete proxy statement
and annual report before you vote.
ELECTION OF DIRECTORS FOR A TERM OF ONE YEAR
✓ The Board
recommends a vote FOR each of these Director
You are being asked to elect 13
directors. Each of our current directors is standing for reelection. The
Board has also nominated Ralph de la Vega to stand for election. Each of
the nominees is standing for election to hold office until the next annual
meeting of shareholders and until his or her successor is duly elected and
qualified. Detailed information about each nominee’s background, skills
and expertise can be found starting on .
American Express
Committees
DirectorSince
Other Public
Charlene Barshefsky
Estée Lauder Companies Inc.
Senior International Partner,
Starwood Hotels & Resorts Worldwide,
WilmerHale
Intel Corporation
Ursula M. Burns
Mobil Corporation
Chairman and CEO,
Corporation
Corporation
Kenneth I. Chenault
International Business Machines Corporation
Chairman and CEO,
Procter & Gamble Company
American Express
Peter Chernin
Pandora Media, Inc.
Founder and CEO,
Twitter, Inc.
Chernin Entertainment,
Ralph de la Vega
Vice Chairman of AT&T Inc. and
CEO of Business Solutions &
International,
Anne L. Lauvergeon
Chairman and Chief Executive Officer,
Suez Environnement
Michael O. Leavitt
HealthEquity, Inc.
Founder and Chairman,
Medtronic, Inc.
Leavitt Partners,
Theodore J. Leonsis
Groupon, Inc.
Chairman and CEO, Monumental
Sports & Entertainment,
Richard C. Levin
Chief Executive Officer,
Samuel J. Palmisano
Mobil Corporation
Former Chairman,
President and CEO,
Daniel L. Vasella
PepsiCo, Inc.
Honorary Chairman and Former
Chairman and CEO, Novartis
Robert D. Walter,
Nordstrom, Inc.
Lead Independent Director
Brands, Inc.
Founder and Former Chairman and
CEO, Cardinal Health,
Ronald A. Williams
Boeing Company
Former Chairman and CEO,
Johnson & Johnson
Envision Healthcare
AC – Audit and Compliance
NG – Nominating and Governance
●&– Member
CB – Compensation and Benefits
PR – Public Responsibility
●&– Chair
IT – Innovation and Technology
R – Risk
04 | AMERICAN EXPRESS COMPANY
PROXY SUMMARY AND
VOTING ROADMAPElection of Directors
for a Term of One Year
ATTENDANCE
During 2015, our Board met 10 times and
committees in the aggregate met 35 times. (The number of individual committee
meetings is presented on
and .) All directors attended 75 percent or
more of the meetings of the Board and Board committees on which they served in
All of our directors were present at the
2015 annual meeting. Our Board encourages all its members to attend the annual
meetings but understands there may be situations that prevent such
attendance.
HIGHLIGHTS
Upon election of the Board’s nominees at
the annual meeting, the Board will have the following
characteristics:&&
ORGANIZATION
Committee structures are in place to
enable a deep focus on key areas such as oversight of risk management and
compliance, the integrity of our financial statements and system of internal
control over financial reporting, our executive compensation program and
practices, our technology and data capabilities and digital innovation, our
corporate governance and our public responsibility. The Board as a whole
maintains its focus on the most impactful matters such as strategy development
and execution, succession planning and evolving business
developments.
BOARD EXPERTISE AND
Experienced leaders with
the right skills and business experience to provide sound judgment,
criticalviewpoints and guidance in an
evolving environment
Core Business andOperating Expertise
Senior Managementand Leadership Skills
Digital, Mobileand
TechnologyExperience
Government, Legaland Public
PolicyExperience
FinancialLiteracy
Global BusinessExperience
Financial, Investmentand M&A Experience
Public CompanyGovernanceExperience
Audit and RiskOversight Experience
MarketingExpertise
<FONT face=Arial size=1 color=#9 PROXY STATEMENT
PROXY SUMMARY AND
VOTING ROADMAPRatification of
Appointment of PricewaterhouseCoopers LLP for 2016
MAJORITY VOTING STANDARD FOR DIRECTOR
In a non-contested election, directors are
elected by a majority of “for” votes cast by shareholders. (A non-contested
election is an election where the number of nominees is the same as the number
of directors to be elected.) If a director receives a greater number of votes
“against” than votes “for” his or her election, the director is required to
immediately submit his or her resignation to the Board. The Board, excluding
such individual, will decide whether or not to accept such resignation and will
promptly disclose and explain its decision in a Form 8-K filed with the
Securities and Exchange Commission (SEC).
In a contested election, the director
nominees who receive the plurality of votes cast are elected as directors. Under
the plurality standard, the number of persons equal to the number of vacancies
to be filled who receive more votes than other nominees are elected to the
Board, regardless of whether they receive a majority of votes cast. An election
is considered contested under our certificate of incorporation if there are more
nominees than positions on the Board to be filled at the meeting of shareholders
as of the fourteenth day prior to the date on which we file our
definitive proxy statement with the SEC.
CORPORATE GOVERNANCE
HIGHLIGHTS
out of 13 of our director nominees are independent&
Strong lead independent director role&
Diverse board&
Regular board refreshment and mix of tenure of
directors&
Non-management executive sessions led by lead independent director at each
regular board meeting
Board agenda includes multi-day strategy
management and rising talent reviewed at an annual talent review board
Risk aware culture overseen by a separate Risk Committee of
Annual election of directors
Majority voting for directors
percent of shareholders can call special meetings
Active shareholder engagement
Significant share ownership requirements for senior
executives
Annual board and committee performance
evaluations
Ongoing board succession planning
Director access to experts and advisors,
internal and external
RATIFICATION OF APPOINTMENT OF
PRICEWATERHOUSECOOPERS LLP FOR 2016
✓ The
Board recommends a vote FOR this item
The Audit and Compliance Committee
reappointed PricewaterhouseCoopers LLP as our independent registered public
accounting firm for 2016. We are asking you to ratify this appointment. PwC has
been our independent auditor since 2005. Information about the committee’s
appointment of PwC and PwC fees for 2015 and 2014 is presented on .
or more representatives of PwC will be present at the meeting and available to
respond to appropriate questions.
06 | AMERICAN EXPRESS COMPANY
PROXY SUMMARY AND VOTING
ROADMAPAdvisory Resolution to Approve
Executive Compensation (Say on Pay)
ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
(SAY ON PAY)
✓The Board recommends a vote FOR this
We are asking you to approve on an
advisory basis the compensation of American Express’ named executive
officers. We believe that the compensation of our executive officers is
aligned with performance, is sensitive to our share price, appropriately
motivates and retains our executives and delivers pay which is strongly
linked to company performance over
PERFORMANCE
Our performance in 2015 reflected both the
strength of our business and the headwinds we have been managing throughout the
year. Results for the year benefited from healthy loan growth, strong card
acquisitions, excellent credit performance, disciplined operating expense
control and the benefits of our strong capital position. Despite these results,
our billed business growth and revenue growth did not meet our expectations set
at the start of the year, and our reported EPS was below our 2014 results. We
were also challenged by several factors. First, the cumulative impact from the
initial increased costs associated with early renewals of certain of our co-brand relationships and the end of our relationship with Costco in Canada
negatively impacted our results. Second, the U.S. dollar continued to strengthen
as the year progressed. Third, our decision to increase spending on growth
initiatives for the year, consistent with the elevated levels of 2014, further
pressured our 2015 earnings. Fourth, the economic, regulatory, and competitive
environments all became even more challenging as the year progressed. Further
information on our 2015 performance can be found on
TOTAL DIRECT COMPENSATION (TDC) FOR OUR
CEO FOR 2015 PERFORMANCE
In January 2016, after taking into account
the company’s performance and evaluating Mr. Chenault’s leadership
contributions, the Compensation and Benefits
Committee (Compensation Committee) awarded Mr. Chenault TDC1 of
$18,525,000 for performance year 2015, 26 percent lower than his 2014 TDC and 16
percent below target.
Within Mr. Chenault’s total TDC for
performance year 2015:
Annual Incentive Award (AIA) was 51
percent below 2014 AIA and 40 percent below 2015 target
AIA earned was paid in restricted
stock units (RSUs) instead of cash and a portion of these RSUs are subject
to retention requirements until after retirement
A significant portion (almost 89
percent) of Mr. Chenault’s 2015 TDC is deferred and tied to future
performance&
Therefore, Mr. Chenault’s realizable
compensation could be lower or higher than TDC awarded depending on our
future performance&
The pay for performance linkage is
illustrated on
which shows that Mr. Chenault’s realizable
compensation is about 29 percent lower than his TDC for the previous three
performance years
CEO Total Direct Compensation
Our Compensation Discussion and Analysis is
and our Summary
Compensation Table,
other tables and
narrative discussion are on .
Total Direct
Compensation (TDC) is salary, Annual Incentive Award earned for the prior
year, and long-term incentives granted that are tied to future
performance.
<FONT color=#9 PROXY
STATEMENT | 07
PROXY SUMMARY AND VOTING
ROADMAPApproval of the American Express
Company 2016 Incentive Compensation Plan
APPROVAL OF THE AMERICAN EXPRESS COMPANY 2016 INCENTIVE
COMPENSATION PLAN
✓ The Board
recommends a vote FOR this
We are asking you to approve the
American Express Company 2016 Incentive Compensation Plan (2016 Plan),
which provides for the granting of short- and long-term equity and cash
incentive compensation awards. The primary objective of the 2016 Plan is
to promote shareholder value and the future success of American Express by
providing appropriate retention and performance incentives to employees
and other individuals.
REQUEST INFORMATION
As of the record date, approximately 30
million shares remain authorized for issuance and unused under the existing
American Express Company 2007 Incentive Compensation Plan (2007 Plan). If
approved by shareholders, the 2016 Plan will replace the 2007 Plan and no new
awards will be granted under the 2007 Plan.
We are requesting 17.5 million shares to
be authorized for issuance under the 2016 Plan. Based on our historical burn
rate, we expect this share request to be sufficient for plan awards for up to
the next five years. We believe both our historical burn rate and the size of
our share request reflect responsible granting practices. In response to
shareholder feedback, we have reduced the number of shares we are requesting (as
compared to the 2007 Plan) so that we may return to shareholders and request
approval for any additional shares we may need on a more frequent
HIGHLIGHTS
The 2016 Plan continues many of the good
governance practices and features of the 2007 Plan but has been updated to
reflect evolving practices and address feedback from shareholders. Set forth
below are key features of the 2016 Plan:
Provides for a minimum one-year
vesting period for all equity-based awards (subject to certain limited
carve outs) &
Limits the number of shares or cash
amounts that can be awarded to an individual employee in a year
Limits the value of equity-based
awards that can be granted to a non-employee director in a year
Provides for recycling of shares
back to the plan pool only in the event of forfeiture or cancellation and
otherwise prohibits recycling of shares &
Prohibits direct or indirect
repricing of underwater stock options without shareholder approval
Provides for double-trigger vesting
on a change in control unless an acquirer does not assume outstanding
Provides the opportunity for awards
to qualify as “performance-based compensation” under Section 162(m) of the
Internal Revenue Code
Please see “Item 4” beginning on
for a summary of the 2016 Plan. The full text of the 2016 Plan is attached to
this proxy statement as Exhibit A.
08 | AMERICAN EXPRESS COMPANY
PROXY SUMMARY AND VOTING
ROADMAPFive Shareholder Proposals (If
Properly Presented)
FIVE SHAREHOLDER PROPOSALS(IF PROPERLY
PRESENTED)
✗ The Board
recommends a vote AGAINST each
You will have the opportunity to
vote on five shareholder proposals, if properly presented at the annual
meeting. The text of these proposals, the proponents’ statements in
support and our responses are set forth beginning on .
<FONT color=#9 PROXY
STATEMENT | 09
&&&&&&&&&&
10 | AMERICAN EXPRESS COMPANY
CORPORATE GOVERNANCE AT AMERICAN
ELECTION OF DIRECTORS FOR A TERM OF ONE YEAR
Our Board of Directors currently has
12 members. Each current director is standing for reelection. The Board is
also nominating Ralph de la Vega for election. Each nominee is standing
for election to hold office until the next annual meeting of shareholders
and until his or her successor is duly elected and qualified. Our Board
has appointed Jeffrey Campbell, Laureen Seeger, Carol Schwartz and Richard
Starr as proxies to vote your shares on your behalf. The proxies intend to
vote for the election of each of the 13 candidates nominated by the Board
unless you indicate otherwise on your proxy or voting instruction form or
when you vote by telephone or internet. Each of the candidates nominated
by the Board has consented to being named in this proxy statement and
serving as a director if elected. However, if any nominee is not able to
serve, the Board can either nominate a different person or reduce the size
of the Board of Directors. If the Board nominates another individual, the
persons named as proxies may vote for that nominee.
RECOMMENDATION: Our Board of Directors recommends a vote FOR the election
of the nominees listed on
directors.
BOARD COMPOSITION
ONGOING BOARD SUCCESSION
Our Board, acting through its Nominating
and Governance Committee, seeks to maintain a board that as a whole possesses
the objectivity and the mix of skills and experiences to provide effective
oversight and guidance to management in the context of an evolving business
environment and our long-term strategy. We look for individuals who have
established records of significant accomplishment in leading large, complex
global businesses and organizations, experience in areas relevant to our success
and strategy, financial expertise, and governance experience. Ongoing board
refreshment maintains an appropriate mix of skills and provides fresh
perspectives while leveraging the institutional knowledge and historical
perspective of our longer-tenured directors.
The committee assesses potential
candidates based on their history of achievement, the breadth of their business
experiences, whether they also bring specific skills or expertise in areas that
the committee has identified, and whether they possess personal attributes that
will contribute to the effective functioning of the Board. The committee also
considers succession planning for board positions such as lead independent
director and chairs of committees.
<FONT color=#9 PROXY
STATEMENT | 11
CORPORATE GOVERNANCE AT AMERICAN
EXPRESSItem 1—Election of Directors for a
Term of One Year
Attributes of Individual
The committee looks for individuals
who have established records of significant accomplishment in leading
global businesses and large, complex
organizations.&
Nominees should have achieved
prominence in their fields and possess skills or significant experience in
areas of importance to us. &
The minimum personal attributes that must be met by a
nominee include integrity, independence, energy, forthrightness, strong
analytical skills, and the commitment to devote the necessary time and
attention to the company’s affairs.&
Candidates should demonstrate they
have the ability to challenge and stimulate management and exercise sound
judgment. &
Candidates must demonstrate a
willingness to work as part of a team in an atmosphere of trust and candor
and a commitment to represent the interests of all shareholders rather
than those of a specific constituency.
Our governance principles provide that
while the Board need not adhere to a fixed number of directors, generally a
board composed of 12-14 directors offers a sufficiently large and diverse group
to address the important issues facing the company while being small enough to
encourage personal involvement and discussion.
IDENTIFYING
AND ADDING NEW DIRECTORS
The Nominating and Governance Committee
identifies and adds new directors using the following process:
Candidate Pool
✓Independent
✓Independent Search
✓Shareholders
Recommendations Candidates
meet with members of the Nominating and Governance Committee and with the
Chairman. Committee members assess candidates on the basis of their skills
and experience, their personal attributes and how they will add to the mix
of competencies and diversity on the Board. Due diligence is conducted,
and the committee members solicit feedback from other directors and from
persons outside the company on potential candidates.
Recommendation to the BoardQualified candidates are presented to the Board of
Directors.
OutcomeFive
new directors (including Mr. de la Vega) added since
✓1 woman
✓2 non-U.S. directors
✓Former and current CEOs
✓Digital, mobile, consumer, financial, investment, and
M&A experience
✓Senior government experience
✓Global business
The committee is authorized to and uses a
professional search firm to help identify, evaluate and conduct due diligence on
potential director candidates. Mr. de la Vega, who is being proposed for
election to the Board, was identified as a potential candidate by the search
firm. Using a search firm allows the committee to make sure it is conducting a
broad search and is looking at a diverse pool of potential candidates. The
committee also seeks to maintain an ongoing list of potential
candidates.
The committee considers all shareholder
recommendations for director candidates and applies the same standards in
considering candidates submitted by shareholders as it does in evaluating other
candidates. Shareholders can recommend candidates by writing to the committee in
care of the company’s Secretary, whose contact information is on .
Shareholders who wish to submit nominees for election at an annual or special
meeting of shareholders should follow the procedure described on .
12 | AMERICAN EXPRESS COMPANY
CORPORATE GOVERNANCE
AT AMERICAN EXPRESSItem 1—Election of
Directors for a Term of One Year
2015 Board of Directors
While we do not have a specific policy on
diversity of the Board, our governance principles provide that the Board should
be diverse, engaged and independent. The Nominating and Governance Committee
considers the diversity of the Board, including the dimensions of race,
ethnicity and gender. We believe the composition of our Board appropriately
reflects a diversity of skills, professional and personal backgrounds and
experiences.
Upon election of the Board's nominees at
the annual meeting, the Board will have the following
characteristics:
●●●●●●●●●●●●●
3 of 13 female
●●●●●●●●●●●●●
4 of 13 minorities
●●●●●●●●●●●●●
2 of 13 resident outside of U.S.
We have added 5 new directors since 2012
(including Mr. de la Vega). Upon election of the Board’s nominees at the annual
meeting, the average tenure of our non-management directors will be 7.2 years.
We believe that new directors add fresh perspectives and longer-serving
directors provide continuity and institutional
knowledge. We have a mandatory retirement age of 72 which provides for continued
board refreshment in addition to turnover that occurs when directors leave board
service prior to the mandatory retirement age.
SKILLS AND EXPERIENCES OF OUR
The skills and experiences of our director
nominees are presented below.
Experienced leaders with
the right skills and business experience to provide sound judgment,
viewpoints and guidance
in an evolving environment
Core Business andOperating
Senior Managementand Leadership
Mobileand TechnologyExperience
Government,
Legaland Public PolicyExperience
FinancialLiteracy
BusinessExperience
Financial, Investmentand M&A
Experience
CompanyGovernanceExperience
and RiskOversight Experience
MarketingExpertise
<FONT color=#9 PROXY
STATEMENT | 13
CORPORATE GOVERNANCE
AT AMERICAN EXPRESSItem 1—Election of
Directors for a Term of One Year
American Express is a global services
company that provides customers with access to products, insights and
experiences that enrich lives and build business success. We provide innovative
payment solutions for individuals and businesses of all sizes around the world.
We have a highly valued brand, we are regulated in many jurisdictions, and we
operate in a rapidly evolving, technology-dependent and highly competitive
environment.
Our director nominees have held senior
positions as leaders of various large, complex businesses and organizations and
in government, demonstrating their ability to develop and execute significant
and complex policy and operational objectives at the highest levels. Many of our
nominees have been chief executives or chief
operating officers of large, global businesses through which they have developed
expertise in core business and operating skills such as strategy and business
development, responding to rapidly evolving business environments, fostering
innovation and business transformation, operations, finance, talent management
and leadership development, and compliance, controls and risk
management.
Our nominees’ experience serving on other
boards brings valuable knowledge and experience in the areas of governance,
talent management and compensation, financial reporting, risk management and
control and compliance. Detailed information about each nominee
14 | AMERICAN EXPRESS COMPANY
GOVERNANCE AT AMERICAN EXPRESSOur
Director Nominees
OUR DIRECTOR
INDIVIDUAL QUALIFICATIONS, SKILLS AND
EXPERIENCES
In determining the slate of nominees and
whether to seek one or more new candidates, the committee considers the size of
the Board, the tenure of our directors, their skills, backgrounds, and
experiences and the diversity of the Board. We indicate below the principal
occupation and other information about the backgrounds and experiences of each
nominee, including the specific qualifications, experience, skills and expertise
considered by the Nominating and Governance Committee as relevant to the
nominee’s candidacy as a director.
The following individuals have
been recommended for election by the Nominating and Governance Committee,
and approved by the Board of Directors, considering, among other
✓&The
individual contributions of a director to the Board’s
effectiveness
✓&The
continued relevance of each of their skills, qualifications and
experience
✓&The mix
of skills and experiences and the diversity of the Board
✓&The
Board’s effectiveness in exercising independence of thought, challenging
and providing guidance to
management
BARSHEFSKY
since& 2001
Senior International Partner,
WilmerHale
PublicDirectorships
●The Estée Lauder Companies Inc.
●Starwood Hotels & Resorts Worldwide,
●Intel Corporation
qualifications, experience, skills and expertise:
●Senior leadership and government experience
●Legal and public policy expertise
●Global business experience and expertise dealing with
foreign governments
●Public company governance experience
Directorshipsin past five years
ExpressCommittees
●Innovation and Technology
●Public Responsibility, Chair
Senior International Partner, WilmerHale,
multinational law firm, Washington, D.C., since 2001, practicing in areas
including international business transactions, government relations, market
access, and regulation of business and investment. Prior to joining WilmerHale,
Ambassador Barshefsky was the United States Trade Representative (USTR) and a
member of the President’s Cabinet from 1997 to 2001, and Acting and Deputy USTR
from 1993 to 1996. As the USTR, she served as chief trade negotiator and
principal trade policymaker for the United States and, in both roles, negotiated
complex market access, regulatory, and investment agreements with virtually
every major country in the world. Ambassador Barshefsky is a trustee of the
Howard Hughes Medical Institute and a member of the Council on Foreign
Relations.
Ambassador Barshefsky brings to the Board
a combination of high-level U.S. government service, experience as a strategic
advisor to numerous U.S. and international companies with respect to their
international businesses, experience with foreign governments, and broad legal
and public policy expertise, as well as her public company director experience.
Through her government and private experience, Ambassador Barshefsky also has
substantial experience relating to conducting business in China and other
emerging markets.
<FONT color=#9 PROXY
STATEMENT | 15
CORPORATE GOVERNANCE
AT AMERICAN EXPRESSOur Director
since 2004
Chairman and Chief Executive
Officer, Xerox Corporation
PublicDirectorships
●Exxon Mobil Corporation
●Xerox Corporation
qualifications, experience, skills and expertise:
●Global business leader
●Core business, strategy and operating
●Senior management and leadership skills
●Technology development and financial
●Public company governance experience
Directorshipsin past five years
ExpressCommittees
●Compensation and Benefits
●Risk
Chairman and Chief Executive Officer,
Xerox Corporation, a global company engaged in business processes and document
management, since May 2010; Chief Executive Officer and director since July
2009; President and director, April 2007-July 2009; and Senior Vice President
and President, Business Group Operations, January 2003-April 2007. Ms. Burns is
a trustee of the Ford Foundation and of the Massachusetts Institute of
Technology and serves as director of FIRST (For Inspiration and Recognition of
Science and Technology), National Academy Foundation, and the U.S. Olympic
Committee. In March 2010, President Barack Obama appointed Ms. Burns as Vice
Chair of the President’s Export Council.
Ms. Burns has extensive senior management,
operating, and leadership experience through her business career at Xerox. Ms.
Burns brings to the Board core business and leadership skills, her perspective
as a current CEO of a technology-driven global company, experience in driving
innovation, technology development, and business expansion, as well as public
company director and public policy experience.
KENNETH I.
since 1997
Chairman and Chief Executive
Officer, American Express Company
PublicDirectorships
●IBM
●The Procter & Gamble Company
qualifications, experience, skills and expertise:
●Company CEO’s unique perspective and insights, including
in respect of our businesses, relationships, competitive and financial
positioning, senior leadership, strategic opportunities and challenges,
and innovation and digital transformation
●Core business and operating expertise as chief executive
officer of a global business
●Expertise in payments, network, digital, mobile and
technology innovation and brand and marketing, and senior management and
leadership skills
●Public company governance experience
Directorshipsin past five years
ExpressCommittees
●None
Chairman and Chief Executive Officer,
American Express Company, April 2001-present. Mr. Chenault joined American
Express in 1981 and was named President of the U.S. division of American Express
Travel Related Services Company, Inc. in 1993, Vice Chairman of American Express
Company in 1995, President and Chief Operating Officer in 1997 and Chief
Executive Officer in January 2001. Mr. Chenault is a member of The World Trade
Center Memorial Foundation and a trustee of the NYU Langone Medical
Mr. Chenault brings the unique perspective
of the company’s Chief Executive Officer, expertise in the payments, network,
and travel businesses, relationships in the United States and internationally
with the company’s customers, suppliers, and business partners, deep knowledge
of the company’s industry, competitive developments, and executive talent, and
the ability to lead the company in a rapidly changing digital economy, as well
as public company director experience, to his leadership of the
16 | AMERICAN EXPRESS COMPANY
CORPORATE GOVERNANCE
AT AMERICAN EXPRESSOur Director
since 2006
Founder and CEO, Chernin
Entertainment
PublicDirectorships
●Pandora Media, Inc.
●Twitter, Inc.
qualifications, experience, skills and expertise:
●Core business, strategy, operating, financial and
M&A experience
●Senior management and leadership expertise
●Expertise in online and mobile markets, media, social
networking and other new technologies
●Public company governance experience
Directorshipsin past five years
ExpressCommittees
●Compensation and Benefits
●Nominating and Governance,
Founder and CEO, Chernin Entertainment, LLC, a film
and television production company, and The Chernin Group, LLC which is involved
in strategic opportunities in media, technology and entertainment, June 2009-present, and co-founder of CA Media, L.P., which builds and manages media,
technology and entertainment businesses throughout the Asia Pacific region. Mr.
Chernin was President, Chief Operating Officer, and a director of News
Corporation from October 1996 to June 2009, and was Chairman and Chief Executive
Officer of the Fox Group, where he oversaw the global operations of the
company’s film, television, satellite cable and digital media businesses. At
News Corporation, Mr. Chernin led the company’s expansion into the broadband and
mobile markets, through the creation of Fox Interactive Media, Hulu, Jamba and
other digital properties. Mr. Chernin is a Chairman and Co-Founder of Malaria No
More and a director of the Harvard AIDS Initiative.
Mr. Chernin brings to the
Board extensive senior leadership, financial and management experience, and his
experience in building industry-leading businesses, developing innovative and
forward-thinking approaches, and expanding traditional businesses in online and
digital markets, as well as core business skills and public company director
experience.
RALPH DE LA
Director&Nominee
Vice Chairman of AT&T Inc.
and CEO of Business Solutions and International,
PublicDirectorships
●None
qualifications, experience, skills and expertise:
●Core business, strategy and operating
experience
●Senior management and leadership skills
●Digital, mobile and technology experience
●Global business leader
●Audit oversight experience
Directorshipsin past five years
●New York Life Insurance Company
ExpressCommittees
Vice Chairman of AT&T Inc. and CEO of
Business Solutions and International, AT&T, since February 2016. Mr. de la
Vega leads AT&T’s integrated Business Solutions group (both mobile and IP services),
which serves more than 3.5 million business customers in 200 countries and
territories, and nearly all the Fortune 1000 firms globally, and AT&T’s
Mexican wireless business and DIRECTV Latin America, which was part of
AT&T’s 2015 acquisition of DIRECTV. Mr. de la Vega was President and Chief
Executive Officer, AT&T Mobile and Business Solutions, August 2014 to
February 2016; President and Chief Executive Officer of AT&T Mobility, 2007
to 2014, and prior thereto, the Chief Operating Officer of Cingular Wireless and
President of BellSouth Latin America. Mr. de la Vega is a director of New York
Life Insurance Company, where he is chair of the Audit Committee and a member of
the Governance and Insurance & Operations Committees. He also serves on the
boards of the Georgia Aquarium, Morehouse College and Junior Achievement
Worldwide. He is Chairman of the All-Markets Initiatives for the Boy Scouts of
America. Mr. de la Vega has received numerous awards recognizing his leadership,
including the Global Innovation Award from the Goizueta Business School at Emory
University. He is the author of the book “Obstacles Welcome: Turn Adversity to
Advantage in Business and Life.”
Mr. de la Vega brings to the Board extensive
executive, management and leadership experience, including in delivering
integrated solutions to customers that are first and foremost mobile. He
possesses in-depth knowledge of the mobile communications industry, has deep
international experience, particularly in Latin America, and has valuable
insight in digital and mobile technology developments, as well as a deep
commitment throughout his career to diversity in the work place.
<FONT color=#9 PROXY
STATEMENT | 17
CORPORATE GOVERNANCE
AT AMERICAN EXPRESSOur Director
LAUVERGEON
since 2013
Chairman and Chief Executive
Officer, A.L.P. SAS
PublicDirectorships
●Rio Tinto plc
●Suez Environnement
●Airbus Group
qualifications, experience, skills and expertise:
●Core business, strategy and operating
●Senior management and leadership skills
●Global perspective and international business
experience
●Public company governance experience
Directorshipsin past five years
●Total S.A.
●Vodafone Group Plc.
●GDF Suez S.A.
ExpressCommittees
●Audit and Compliance
●Public
Responsibility
Chairman and Chief Executive Officer,
A.L.P. SAS, a private French advisory company. Chairman of Sigfox, a French
start-up that operates a cellular network dedicated exclusively to small
messages, since April 2014. Former Partner and Managing Director, Efficiency
Capital, an advisory firm dedicated to funding technology and natural resources,
from 2012 to April 2014; former Chief Executive Officer of AREVA Group, the
leading French energy company, from July 2001 to June 2011; former Chairman and
Chief Executive Officer of AREVA NC (formerly Cogema) from June 1999 to June
2011. Ms. Lauvergeon started her professional career in 1983 in the steel
industry and in 1990 she was named Advisor for Economic International Affairs at
the French Presidency and Deputy Chief of Staff in 1991. In 1995 she became a
Partner of Lazard Frères & Cie, subsequently joining Alcatel Telecom as
Senior Executive Vice President in 1997. Ms. Lauvergeon has been a member of the
United Nations Global Compact Board, has been an executive committee member of
the World Business Council for Sustainable Development, and serves in various
not for profit organizations in France. She is also Chair of the Commission
Innovation 2030, launched by the President of France in 2013 to stimulate
innovation in France.
Ms. Lauvergeon has a diverse and
internationally focused background, including in government, business and not
for profit endeavors. She has extensive senior management, operating and
leadership experience through her business career including as CEO of AREVA. Ms.
Lauvergeon brings to the Board core business, strategy development and
leadership skills, global and European perspective, large international network,
experience leading in a highly regulated, transforming industry, focus on
innovation and sustainability, and public company director
experience.
MICHAEL O.
since 2015
Founder and Chairman, Leavitt Partners
PublicDirectorships
●HealthEquity, Inc.
●Medtronic, Inc.
qualifications, experience, skills and expertise:
●Senior executive, administrative, and government
experience, including as former Governor of Utah and United States
Secretary of Health and Human Services
●Government and public policy and financial
●Core management and leadership skills
●Public company governance experience
Directorshipsin past five years
ExpressCommittees
●Audit and Compliance
●Innovation and
Technology
Founder and Chairman, Leavitt Partners,
LLC, a health care consulting firm, since 2009. Chairman of Leavitt Equity
Partners, a private equity fund, formed in 2009. Prior to that, Governor Leavitt
was the United States Secretary of Health and Human Services from 2005 to 2009;
Administrator of the Environmental Protection Agency from 2003 to 2005; and
Governor of Utah from 1993 to 2003.
Governor Leavitt brings to the Board
extensive management and leadership experience, including serving as the
Governor of Utah, a large state with a diverse body of constituents,
appointments to positions with the U.S. government, where he oversaw and advised
on issues of national concern, and overseeing Leavitt Partners’ work advising
clients and making investments in the health care sector. Governor Leavitt has
decades of leadership experience with valuable knowledge of the governmental
regulatory environment and governance.
18 | AMERICAN EXPRESS COMPANY
CORPORATE GOVERNANCE
AT AMERICAN EXPRESSOur Director
THEODORE J.
&Director since&
Chairman and Chief Executive
Officer, MonumentalSports & Entertainment
PublicDirectorships
●Groupon, Inc.
qualifications, experience, skills and expertise:
●Core business, strategy and operating
●Internet pioneer and entrepreneur
●Expertise in identifying business opportunities and
driving new strategies based on changing technologies, social media,
digital marketing and the internet
●Brand and marketing expertise
Directorshipsin past five years
●Nutrisystem
●Alcatel-Lucent
ExpressCommittees
●Innovation and Technology, Chair
●Public Responsibility
Chairman and Chief Executive Officer,
Monumental Sports & Entertainment, LLC, a sports and entertainment company
that owns the NBA’s Washington Wizards, NHL’s Washington Capitals, WNBA’s
Washington Mystics, and the Verizon Center in Washington, D.C., since 1999. Mr.
Leonsis is also a Vice Chairman Emeritus of AOL LLC, a leading global ad-supported Web company, since December 2006. Mr. Leonsis held a number of
executive positions with AOL from September 1994 to December 2006, most recently
as Vice Chairman and President, AOL Audience Business. He is also a filmmaker,
an author, and a director of several private internet and technologies companies
and educational institutions. Mr. Leonsis was Chairman of Revolution Money,
Inc., which American Express acquired in January 2010. In November 2011, Mr.
Leonsis co-founded Revolution Growth II, LP, a “speed-up capital” fund to invest
in technology-enabled businesses. In 2015, Mr. Leonsis co-founded Revolution
Growth III, LP, a similar fund to invest in and build innovative, high-growth
businesses.
Mr. Leonsis is an acknowledged innovator
and internet entrepreneur. He brings to the Board experience in digital
businesses, innovative approaches, and his experiences identifying business
opportunities and driving new strategies based on changing technologies, social
media and the internet.
RICHARD C.
&Director since&
Chief Executive Officer,
PublicDirectorships
●None
qualifications, experience, skills and expertise:
●Recognized leader of American higher
●Distinguished economist, with expertise in economic
theory, statistical analysis, modeling and analyzing economic
●Leader in U.S.-China cooperation through his development
of extensive relationships between Yale University and China
●Educational innovator, thought leader and recipient of
numerous awards and honors
Directorshipsin past five years
●C-3 Energy
ExpressCommittees
●Public Responsibility
●Risk
Chief Executive Officer, Coursera, an
educational platform that partners with top universities and organizations
worldwide to offer courses online, since April 2014. President Emeritus, Yale
University, a private, independent university. President of Yale from July 1993-August 2013. Frederick William Beinecke Professor of Economics. Former Chair of
Yale’s Economics Department and Dean of Yale’s Graduate School of Arts and
Science. Mr. Levin is a trustee of the William and Flora Hewlett Foundation, one
of the largest philanthropic organizations in the United States concerned with
solving social and environmental problems. He is a fellow of the American
Academy of Arts and Sciences and the American Philosophical Society. Mr. Levin
has served on a number of Presidential Commissions and was appointed by
President Barack Obama to serve on the President’s Council of Advisors for
Science and Technology.
Mr. Levin brings to the Board his
experience and vision in leading Yale University, one of the world’s most
prestigious institutions of higher education, involvement in a wide range of
international initiatives at Yale University, expertise in economics,
statistics, and analysis, experiences in innovation as CEO of Coursera, and
public company director and public policy experience.
<FONT face=Arial size=1 color=#9 PROXY STATEMENT
CORPORATE GOVERNANCE
AT AMERICAN EXPRESSOur Director
&Director since&
Former Chairman, President and
Chief Executive Officer, IBM
PublicDirectorships
●Exxon Mobil
Corporation
qualifications, experience, skills and expertise:
●Digital, mobile and technology experience, including as
a thought leader on issues facing companies today such as cybersecurity
and becoming a global integrated enterprise
●Core business, strategy and operating
●Financial and M&A experience and senior management
and leadership skills, including experience driving the transformation of
a global, complex technologies business
●Public company governance expertise
Directorshipsin past five years
●IBM
ExpressCommittees
●Compensation and Benefits
●Nominating and
Governance
Former Chairman, President and Chief
Executive Officer, IBM, a company that provides business and information
technology products and services. Mr. Palmisano joined IBM in 1973. He was
elected Senior Vice President and Group Executive of the Personal Systems Group
in 1997, Senior Vice President and Group Executive of IBM Global Services in
1998, Senior Vice President and Group Executive of Enterprise Systems in 1999,
President and Chief Operating Officer in 2000, Chief Executive Officer in 2002
and Chairman of the Board in 2003. Mr. Palmisano was President and Chief
Executive Officer through 2011, Chairman through September 2012, and senior
adviser to IBM through December 2012. Mr. Palmisano is Chairman of the Center
for Global Enterprises, a private, non-profit research institution devoted to
the study of contemporary corporations, globalization, economic trends, and
their impact on society. Mr. Palmisano was recently appointed by President Obama
as Vice Chair of the Commission on Enhancing National Cybersecurity, a newly
formed bipartisan, government-industry panel that is charged with providing
detailed recommendations to strengthen public and private sectors’ cybersecurity
defenses. Mr. Palmisano was also co-chair of an independent task force of the
Council on Foreign Relations on cybersecurity. He is a recipient of numerous
business awards.
Mr. Palmisano has extensive senior
management, operating and leadership experience through his business career at
IBM. Mr. Palmisano brings to the Board experience and skills in driving change
and innovation, business transformation, developing leaders, strategy
development and other core business and leadership skills, as well as his public
company director experience, focus on the study of contemporary corporations and
globalization, and work in the area of cybersecurity.
&Director since&
Honorary Chairman and Former
Chairman andChief Executive Officer, Novartis AG
PublicDirectorships
●PepsiCo,
●XBiotech
qualifications, experience, skills and expertise:
●Core business, strategy and operating expertise,
including financial, investment and M&A experience
●Senior management and leadership skills
●Global business leader and experience in developing and
executing business strategy in rapidly changing markets
●Public company governance experience and audit and risk
oversight experience
Directorshipsin past five years
●Novartis AG
ExpressCommittees
●Audit and Compliance, Chair
●Nominating and Governance
●Risk
Honorary Chairman and Former Chairman and
Chief Executive Officer, Novartis AG, a company that engages in the research,
development, manufacture and marketing of health care products worldwide. Dr.
Vasella served as Chairman of Novartis from 1999 to February 2013 and as Chief
Executive Officer from 1996 to January 2010. From 1992 to 1996, Dr. Vasella held
the positions of Chief Executive Officer, Chief Operating Officer, Senior Vice
President and Head of Worldwide Development and Head of Corporate Marketing at
Sandoz Pharma Ltd. Dr. Vasella is currently working as a coach to senior
executives. He is a member of the International Business Leaders Advisory
Council for the Mayor of Shanghai, a foreign honorary member of the Academy of
Arts and Sciences, a trustee of the Carnegie Endowment for International Peace
and a member of several educational institutions.
Dr. Vasella has extensive
senior management, operating and leadership experience through his business
career at Novartis. Dr. Vasella brings to the Board core business and leadership
skills, global marketing experience, and experience leading a highly regulated,
global business in rapidly changing markets, as well as public company director
experience.
20 | AMERICAN EXPRESS COMPANY
CORPORATE GOVERNANCE
AT AMERICAN EXPRESSOur Director
&Director since&
Founder and Former Chairman and
Chief ExecutiveOfficer, Cardinal Health
PublicDirectorships
●Nordstrom,
●YUM! Brands, Inc.
qualifications, experience, skills and expertise:
●Core business, strategy and operating
●Senior management and leadership skills
●Finance, investment and M&A experience
●Expertise in business development and business
integrations
●Public company governance experience
Directorshipsin past five years
ExpressCommittees
●Compensation and Benefits, Chair
●Innovation and Technology
●Nominating and
Governance
Founder and Former Chairman and Chief Executive Officer, Cardinal Health,
Inc., a company that provides products and services supporting the health care
industry. Mr. Walter retired from Cardinal Health in June 2008. Prior to his
retirement, he served as Executive Director, November 2007-June 2008; Executive
Chairman of the Board, April 2006-November 2007; and Chairman and Chief
Executive Officer, 1979-April 2006. Mr. Walter is a former director of Battelle
Memorial Institute.
Mr. Walter brings to the Board his
business acumen and financial, investment, core business and leadership skills
developed as the founder and chief executive officer of a global Fortune 100
company, a successful entrepreneur and investor, as well as public company
director and governance experience.
&Director since&
Former Chairman and Chief
Executive Officer, Aetna
PublicDirectorships
●The Boeing
●Johnson &
●Envision
Healthcare
qualifications, experience, skills and expertise:
●Core business, strategy and operating
experience
●Senior management and leadership skills
●Audit and risk oversight experience
●Financial and risk management expertise, digital, mobile
and technology experience, and experience in creating innovation through
information technology
●Public company governance experience
Directorshipsin past five years
ExpressCommittees
●Audit and Compliance
●Compensation and Benefits
●Risk,
Former Chairman and Chief Executive Officer, Aetna Inc., a leading
diversified health c Chairman, from October 2006 to April
2011; Chief Executive Officer, February 2006 to November 2010; President, May
2002 to July 2007. He serves as an operating advisor to Clayton, Dubilier &
Rice, LLC. He is a member of The Business Council and a trustee of the
Massachusetts Institute of Technology where he is also a member of the Dean’s
Advisory Council and Alfred P. Sloan Management Society. He is also a trustee of
the Committee for Economic Development. He is a former director of Lucent
Technologies. Prior to joining Aetna, Mr. Williams co-founded several businesses
and served in senior management positions at a number of other companies.
Mr. Williams brings to the Board his
extensive management, operations, and business experience leading in a rapidly
changing and highly regulated industry, focus on innovation through information
technology, leadership, financial, risk management and core business skills, and
public company director experience.
<FONT face=Arial size=1 color=#9 PROXY STATEMENT
CORPORATE GOVERNANCE
AT AMERICAN EXPRESSOur Board's
Independence
OUR BOARD’S
INDEPENDENCE
12 of our 13 director
nominees are independent.
Our governance principles provide that a
substantial majority of our directors will meet the criteria for independence
required by the New York Stock Exchange (NYSE). A director is considered
independent if the Board determines that he or she does not have a material
relationship with the company. In making its annual independence determinations,
the Board considers transactions between each director nominee and the company.
Our Board has established guidelines to assist it in determining director
independence. These guidelines can be found within our corporate governance
principles and cover, among other things, employment and compensatory
relationships, relationships with our auditors, customer and business
relationships, and contributions to nonprofit organizations.
Based on our guidelines, the Board
determined in February 2016 that all of the Board’s director nominees other than
Mr. Chenault are independent.
Ambassador Barshefsky is a partner at the
law firm of WilmerHale. Ambassador Barshefsky does not provide any legal
services to American Express, and she does not receive any compensation from the
firm that is generated by or related to our payments to WilmerHale. The
Nominating and Governance Committee determined based on fees paid to the firm
over the past three years that WilmerHale does not perform substantial legal services for
the company on a regular basis. The fees and expenses paid to WilmerHale
represented less than one percent of the firm’s annual revenue in each of the
past three years, and represented less than 0.1 percent of American Express’
revenue in each such year. Further, the Nominating and Governance Committee
reviewed the nature of American Express’ engagement of WilmerHale and the
services rendered, including the expertise and relevant experience of the firm
and the specific partners engaged to work on the matters for which we have
engaged the firm, and determined that Ambassador Barshefsky’s service on
American Express’ Board should not impair American Express’ ability to engage
WilmerHale when American Express determines such engagements to be appropriate.
The Committee is satisfied that WilmerHale, when engaged for legal work, is
chosen by American Express’ legal group on the basis of the directly relevant
factors of experience, expertise, and efficiency. After considering the fees and
expenses paid and being briefed on the policies and procedures that WilmerHale
has instituted to confirm that Ambassador Barshefsky has no professional
involvement or financial interest in American Express’ dealings with the firm,
the Committee determined and recommended to the Board that American Express’
professional engagement of WilmerHale does not impair Ambassador Barshefsky’s
independence.
OUR CORPORATE
GOVERNANCE FRAMEWORK
GOVERNANCE PRINCIPLES
Our corporate governance framework is
designed to support the company’s brand attributes of trust, security and
integrity, and to promote achievement of our financial targets through
responsible development and execution of corporate strategy. Our directors
understand that they serve you as shareholders in carrying out their
responsibility to oversee the operations and strategic direction of our company.
To do so effectively, our Board along with management regularly reviews our
corporate governance principles and practices to assure that they are
appropriate and reflect high standards. In reviewing our governance principles
and making recommendations, the Nominating and Governance Committee considers
the views of shareholders expressed to us in meetings, as well as publicly
available discourse on governance.
COMMITMENT TO
INTEGRITY AND TRUST
We seek to
achieve strong results for our shareholders through a commitment to high
standards of ethical behavior and integrity, sound governance and risk
management practices, a strong ethos of customer service, and a commitment
to giving back to the communities in which we work and
Leaders are
responsible to demonstrate the highest standards of integrity in all
dealings with fellow employees, customers, suppliers, and the community at
22 | AMERICAN EXPRESS COMPANY
CORPORATE GOVERNANCE
AT AMERICAN EXPRESSOur Corporate
Governance Framework
We have adopted a set of Corporate
Governance Principles, which together with the charters of the six standing
committees of the Board of Directors (Audit and Compliance, Compensation and
Benefits, Innovation and Technology, Nominating and Governance, Public
Responsibility, and Risk), our Code of Conduct (which constitutes our code of
ethics) and the Code of Business Conduct for the Members of the Board of
Directors, provide the framework for our governance. Key governance policies and
processes also include our whistleblower policy, our comprehensive enterprise-wide risk management program, our commitment to transparent financial reporting,
and our systems of internal checks and balances. Comprehensive management
policies, many of which are approved at the board level, guide the company’s
operations.
You may view the following documents by
clicking on the “Corporate Governance” link found on our investor relations
website at
and then selecting “Governance
Framework.” You may also access our Investor Relations website through our main
website at
by clicking on the “About American Express” link, which is located at the bottom of the
company’s homepage. You may also obtain free copies of the following materials
by writing to our Secretary at our headquarters:
Director Stock
Our governance principles provide that non-management directors are required to obtain a personal holding of shares
(directly or through share equivalent units) with a value of $1 million within
five years of joining the Board.
<FONT face=Arial size=1 color=#9 PROXY STATEMENT
CORPORATE GOVERNANCE
AT AMERICAN EXPRESSOur Board’s Role
and Responsibilities, Structure and Processes
OUR BOARD’S ROLE AND
RESPONSIBILITIES, STRUCTURE AND PROCESSES
HOW OUR BOARD
ENGAGES IN CEO AND KEY EXECUTIVE SUCCESSION
A primary board responsibility is to
ensure that we have the appropriate management talent to pursue our strategies
successfully. The Board plans for CEO succession and oversees management’s
planning for succession of other key executive positions. Our board calendar
includes at least one meeting each year at which the Board conducts a detailed
review of the company’s talent strategies, leadership pipeline and succession
plans for key executive positions. As the market for top talent in our industry
is highly competitive, the Compensation Committee oversees how we retain key
The entire Board of Directors is involved
in the critical aspects of the CEO succession planning process, including
establishing selection criteria that reflect our business strategies, identifying and evaluating potential internal
candidates and making key management succession decisions. Succession is
regularly discussed with the CEO as well as without the CEO present in executive
sessions of the Board. The Board makes sure that it has adequate opportunities
to meet with and assess development plans for potential CEO successors to
address identified gaps in skills and attributes. This occurs through various
means, including informal meetings, board dinners, presentations to the Board
and committees, attendance at board offsites and the comprehensive annual talent
review. The Nominating and Governance Committee oversees the process of
succession planning. In addition, the Board has developed an emergency CEO
succession plan.
HOW WE MANAGE
We use our comprehensive Enterprise-wide
Risk Management (ERM) program to identify,
aggregate, monitor and manage risks. The program also defines our risk appetite,
governance, culture and capabilities. The implementation and execution of the
ERM program is headed by our Chief Risk Officer.
There are several internal management
committees, including the Enterpris
