AXP » Topics » ITEMS 10, 11, 12 and 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY; EXECUTIVE COMPENSATION; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS; CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This excerpt taken from the AXP 10-K filed Mar 6, 2006.

ITEMS 10, 11, 12 and 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY; EXECUTIVE COMPENSATION; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS; CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We expect to file with the SEC, in March 2006 (and, in any event, not later than 120 days after the close of our last fiscal year), a definitive proxy statement, pursuant to Regulation 14A of the SEC in connection with our Annual Meeting of Shareholders to be held April 24, 2006, which involves the election of directors. The following information to be included in such proxy statement is incorporated herein by reference:

 

    paragraph 10, sentence 1 included under the caption “Corporate Governance – Summary of the Corporate Governance Principles;”

 

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    information under the caption “Corporate Governance – Board Meetings;”

 

    information included in the table under the caption “Corporate Governance – Membership on Board Committees;”

 

    information under the caption “Corporate Governance – Compensation and Benefits Committee;”

 

    information under the caption “Corporate Governance – Nominating and Governance Committee;”

 

    information included under the caption “Corporate Governance – Audit Committee;”

 

    information included under the caption “Compensation of Directors;”

 

    information included under the caption “Ownership of Our Common Shares;”

 

    information included under the caption “Items to be Voted on by Shareholders – Item 1 – Election of Directors;”

 

    information included under the caption “Executive Compensation” (excluding the Report of the Compensation and Benefits Committee, which precedes the Summary Compensation Table, and excluding the information under the caption “Performance Graph”);

 

    information under the caption “Certain Transactions;” and

 

    information under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” (to the extent such disclosure would be required).

In addition, the information regarding executive officers called for by Item 401(b) of Regulation S-K may be found under the caption “Executive Officers of the Company” in this report.

We have adopted a set of Corporate Governance Principles, which together with the charters of the five standing committees of the Board of Directors (Audit; Compensation and Benefits; Executive; Nominating and Governance; and Public Responsibility) and our Code of Conduct (which constitutes the Company’s code of ethics), provide the framework for the governance of the Company. A complete copy of our Corporate Governance Principles, the charters of each of the Board committees, the Code of Conduct (which applies not only to our Chief Executive Officer, Chief Financial Officer and Comptroller, but also to all other employees of the Company) and the Code of Business Conduct for the Members of the Board of Directors may be found by clicking on the “Corporate Governance” link found on our Investor Relations Web site at http://ir.americanexpress.com. You may also access our Investor Relations Web site through the Company’s main Web site at www.americanexpress.com by clicking on the “About American Express” link, which is located at the bottom of the Company’s homepage. (Information from such sites is not incorporated by reference into this report.) You may also obtain free copies of these materials by writing to our Secretary at the Company’s headquarters.

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