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Copa Holdings, S.A. (“CPA”) is a publicly traded foreign private issuer listed on the New York Stock Exchange.

The Company's corporate governance practices are regulated by the New York Stock Exchange and the Company's Pacto Social as well as the U.S. Securities and Exchange Commission (SEC), and Panama’s Comisión Nacional de Valores (CNV).

The Company has approved a Code of Business Conduct and Ethics (the “Code”) designed to provide reasonable assurance that Copa’s directors, officers, employees and consultants act in accordance with not only the letter but also the spirit of the laws and regulations that apply to our business and with the highest ethical standards of business conduct.

As stipulated in our Disclosure Policy and our Insider Trading Policy, the company is opposed the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of Material Nonpublic Information in securities trading.

Our Board is currently comprised of ten members, including two directors that meet the standards for independence under the rules of the NYSE. We expect to add an additional independent director shortly after our offering. The additional independent director will be appointed by the Nominating and Corporate Governance Committee of the board of directors. Members of our board serve two-year terms and can be reelected.

The NYSE requires that corporations with shares listed on the exchange comply with certain corporate governance standards. As a foreign private issuer, we are only required to comply with certain NYSE rules relating to audit committees and periodic certifications to the NYSE. The NYSE also requires that we provide a summary of the significant differences between our corporate governance practices and those that would apply to a U.S. domestic issuer.