Alaska Airlines and Horizon Air 2007 Annual Report Download - page 36

CORPORATE GOVERNANCE
Structure of the Board of Directors
In accordance with the Delaware General
Corporation Law and the Company’s Certificate
of Incorporation and Bylaws, our business affairs
are managed under the direction of our Board of
Directors. Directors meet their responsibilities
by, among other things, participating in meetings
of the Board and Board committees on which
they serve, discussing matters with our
Chairman and Chief Executive Officer and other
officers, reviewing materials provided to them,
and visiting our facilities.
Pursuant to the Bylaws, the Board of
Directors has established four standing
committees, which are the Audit Committee, the
Compensation Committee, the Governance and
Nominating Committee, and the Safety
Committee. Only independent directors serve on
these committees. The Board has adopted a
written charter for each committee. The charters
of the Audit, Compensation, Governance and
Nominating, and Safety Committees are posted
on the Company’s website and can be accessed
free of charge at http://www.alaskaair.com/ and
are available in print to any stockholder who
submits a written request to the Company’s
Corporate Secretary.
The table below shows the current
membership of the standing Board committees.
An asterisk (*) identifies the chair of each
committee. Mr. Wien will retire from the Board of
Directors and as the chair of the Safety
Committee effective May 20, 2008.
Mr. Thompson has been appointed to replace
Mr. Wien as chair of that Committee.
Name Audit Compensation
Governance and
Nominating Safety
Patricia M. Bedient Š*
Phyllis J. Campbell Š*
Mark R. Hamilton ŠŠ
Jessie J. Knight, Jr. ŠŠ
R. Marc Langland Š*
Byron I. Mallott ŠŠ
Dennis F. Madsen ŠŠ
J. Kenneth Thompson ŠŠ*
Richard A. Wien Š*
The principal functions of the standing
Board committees are as follows:
Audit Committee
Pursuant to its charter, the Audit
Committee’s responsibilities include the
following:
1. Matters pertaining to the independent
auditors:
• appoint them and oversee their work;
• review at least annually their statement
regarding their internal quality-control
procedures and their relationship with
the Company;
• maintain a dialogue with respect to
their independence;
• pre-approve all auditing and
non-auditing services they are to
perform;
• review annual and quarterly financial
statements and filings made with the
SEC; and
• receive and review communications
required from the independent auditors
under applicable rules and standards.
2. Review the planned activities and results
of the internal auditors and any changes in the
internal audit charter.
3. Prepare the Audit Committee Report
required for the annual proxy statement.
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