Alaska Airlines and Horizon Air 2007 Annual Report Download - page 39

the Company to certain charitable organizations
on which Ms. Bedient and Messrs. Thompson
and Mallott serve as directors or advisory board
members and the amount of a charitable
contribution made by the Company to the
University of Alaska where Mr. Hamilton is
currently employed as President. After
consideration of these matters and in
accordance with the Board’s independent
director criteria, the Board of Directors
affirmatively determined that none of these
matters is a material relationship with the
Company because the amount of the
contributions were immaterial with respect to the
Company’s and the charitable organizations’
annual revenues.
Each member of the Company’s Audit
Committee meets the additional independence,
financial literacy and experience requirements
contained in the corporate governance listing
standards of the NYSE relating to audit
committees or required by the SEC. The Board
has determined that Ms. Bedient is an audit
committee financial expert as defined in SEC
rules.
The Corporate Governance Guidelines are
available on the Company’s internet website at
http://www.alaskaair.com and are available in
print to any stockholder who submits a written
request to the Company’s Corporate Secretary.
Specifically, the Board has determined that
independent directors meet the following criteria:
An independent director must have no
material relationship with the Company, based
on all material facts and circumstances. At a
minimum, an independent director must meet
each of the categorical standards listed below.
1. The director has not, within the last three
years, been employed by and no immediate
family member has been an executive officer of
the Company.
2. Neither the director nor any immediate
family member has, in any 12-month period in
the last three years, received more than
$100,000 in direct compensation from the
Company, other than compensation for director
or committee service and pension or other
deferred compensation for prior service.
3. (i) Neither the director nor any immediate
family member is a current partner of the
Company’s independent auditor; (ii) the director
is not a current employee of the audit firm;
(iii) no immediate family member is a current
employee of the audit firm working in its audit,
assurance or tax compliance practice; and
(iv) neither the director nor any immediate family
member was an employee or partner of the audit
firm within the last three years and worked on
the Company’s audit within that time.
4. Neither the director nor any immediate
family member has, within the last three years,
been part of an interlocking directorate. This
means that no executive officer of the Company
serves on the compensation committee of a
company that employs the director or immediate
family member.
5. The director is not currently an employee,
and no immediate family member is an executive
officer, of another company (i) that represented
at least 2% or $1 million, whichever is greater, of
the Company’s gross revenues, or (ii) of which
the Company represented at least 2% or $1
million, whichever is greater, of such other
company’s gross revenues, in any of the last
three fiscal years. Charitable contributions are
excluded from this calculation.
The Board considers that the following
situations do not create material relationships:
a. the receipt by a director of retirement
compensation earned under one or more
tax-qualified or nonqualified plans during the
director’s employment with the Company;
b. ordinary-course business between
the Company and an organization of which
the Board member is an officer or director,
where the amount of such business is
immaterial with respect to the Company’s or
the organization’s annual revenues; or
c. the receipt of cash or in-kind
contributions from the Company by a
tax-exempt charitable organization of which
the Board member is an officer or director,
the value of which is immaterial with respect
to the Company’s or the charitable
organization’s annual revenues.
ŠProxy
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