Corporate governance

Corporate governance framework

United’s corporate governance framework is designed to ensure the Board has the authority and practices in place to review and evaluate the Company’s business operations and to make decisions independent of management. The Board’s goal is to align the interests of directors, management and stockholders and comply with, or exceed, the requirements of the applicable Nasdaq Listing Rules and any other applicable rules or regulations. This framework establishes the practices that the Board follows with respect to, among other things, Board composition and member selection, Board leadership structure, Board meetings and involvement of senior management, director compensation, the Chief Executive Officer performance evaluation, management succession planning and Board committees.

The Board has six standing committees: Audit, Compensation, Executive, Finance, Nominating/Governance and Public Responsibility. The Audit Committee, Compensation Committee and Nominating/Governance Committee are composed solely of independent directors. Each committee operates under a written charter adopted by the Board, which is available at ir.united.com

Board of Directors

Audit Committee

• Oversees accounting and financial reporting processes
• Oversees financial controls and procedures
• Liaison between the Board and the Company’s auditors

Compensation Committee

• Oversees the design and administration of the Company’s compensation plans and programs
• Assists the Board with executive performance evaluations and compensation

Executive Committee

• Oversees and monitors strategic, operational and financial matters
• Assists the Board with human resources and labor relations matters

Finance Committee

• Oversees financial planning and budgeting
• Assists the Board with oversight of treasury and capital structure matters
• Reviews proposed M&A activity

Nominating/ Governance Committee

• Oversees Board structure, governance and independence
• Assists the Board with succession planning
• Oversees annual evaluation of the Board and committees

Public Responsibility Committee

• Oversees design and administration of government affairs and public policy programs
• Assists the Board with policies related to corporate citizenship programs

Our approach to corporate citizenship and value creation

United takes a multifaceted approach to corporate citizenship and value creation:

• United corporate citizenship strategy: We have devoted our brand, reputation, resources, time and effort to pursuing goals aimed to generate value and impactful results. Over the last few years, our management has worked to incorporate our corporate citizenship strategy into the Company’s overall business strategy, which has included establishing important initiatives to fight climate change and provide career opportunities to thousands of people.
• Board and executive team oversight: We identify and manage the risks and opportunities that arise from our corporate citizenship focus areas through strong Board and executive oversight.

  Oversight of our strategy starts at the Board level, which, as a whole and through its committees, oversees corporate citizenship goals, targets, commitments, strategies, initiatives, risks, assessments, disclosures and external engagement and related matters. Each of the committees is charged with oversight and implementation of their respective focus areas. This distributed allocation of responsibilities among the various committees helps ensure dedicated attention to the implementation of our strategy.

  United’s executive team also provides management-level oversight over United’s corporate citizenship strategy and is responsible for reviewing, refining and implementing long-term strategies and periodically updating the full Board and the committees, as applicable, on issues related to the implementation of the strategies. Through the review process and ongoing check-ins with United team leaders of our focus areas, United’s executive team approves the creation of our goals and initiatives and monitors progress toward those goals by maintaining regular communication with dedicated teams of professionals and subject-matter experts throughout the Company.

• Transparency: We place a high priority on active stakeholder engagement and robust public reporting of our corporate citizenship strategy, initiatives and goals.

  Throughout 2024, the Corporate Secretary’s Office, in partnership with Investor Relations, hosted calls with stakeholders and investor groups focusing specifically on Board and committee oversight of various corporate citizenship matters.

  We believe that our stakeholder engagement program is successful in part because our public disclosures allow our various stakeholders to measure our performance and track our progress against our goals.