Alaska Airlines and Horizon Air 2007 Annual Report Download - page 37

4. Matters pertaining to controls:
• review financial reporting risk and
associated internal controls;
• review procedures with respect to
significant accounting policies and the
adequacy of financial controls;
• discuss with management policies with
respect to risk assessment and risk
management including the process by
which the Company undertakes risk
assessment and management;
• discuss with management, as
appropriate, earnings releases and any
information provided to analysts and
rating agencies;
• develop and monitor a Corporate
Compliance program, including a Code
of Conduct and Ethics policy, decide on
requested changes to or waivers of
such program and code relating to
officers and directors, and establish
procedures for confidential treatment of
complaints concerning accounting,
internal controls or auditing matters;
and
• obtain and review at least quarterly a
statement from the CEO, CFO and
Disclosure Committee disclosing any
significant deficiencies in internal
controls and any fraud that involves
management or other employees with
significant roles in internal controls.
5. Annually review and reassess the
adequacy of its charter and the Committee’s
performance and recommend for Board approval
any proposed changes to the charter.
Compensation Committee
Pursuant to its charter, the Compensation
Committee’s responsibilities include the
following:
1. Establish the process for approving
corporate goals relevant to CEO compensation
and evaluating CEO performance in light of those
goals.
2. Set the salary of the CEO.
3. Approve salaries of other elected
executive officers of Alaska Airlines and Horizon
Air.
4. Set annual goals under the Performance-
Based Pay plan and administer the plan.
5. Grant stock awards and stock options.
6. Administer the supplementary retirement
plans for elected officers and the equity-based
incentive plans.
7. Make recommendations to the Board
regarding other executive compensation issues,
including modification or adoption of plans.
8. Fulfill ERISA fiduciary and non-fiduciary
functions for tax-qualified retirement plans by
monitoring the Pension/Benefits Administrative
Committee and the Pension/Benefits Funds
Investment Committee, and approve the
membership of those committees, trustees and
trust agreements, and extension of plan
participation to employees of subsidiaries.
9. Approve the terms of employment and
severance agreements with elected officers and
the form of change in control agreements.
10. Review executive-level development and
succession plans.
11. Administer and make recommendations
to the Board of Directors with respect to the
Company’s equity and other long-term incentive
equity plans.
12. Produce the report on executive
compensation required for the annual proxy
statement.
13. Annually review and reassess the
adequacy of the Committee’s charter and its
performance, and recommend any proposed
changes in the charter to the Board of Directors
for approval.
Pursuant to its charter, the Compensation
Committee is authorized to retain such
ŠProxy
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