Alaska Airlines and Horizon Air 2007 Annual Report Download - page 40

For the purposes of these standards,
“Company” includes all Alaska Air Group
subsidiaries and other affiliates. “Immediate
family member” includes the director’s spouse,
domestic partner, parents, children, siblings,
mothers- and fathers-in-law, sons- and
daughters-in-law, and anyone sharing the
director’s home. The independence standards for
the members of the Audit Committee provide
that in addition to the foregoing standards they
may not (a) receive any compensation other than
director’s fees for Board and Audit Committee
service and permitted retirement pay, or (b) be
an “affiliate” of the Company as defined by
applicable SEC rules.
Director Nomination Policy
Identification and Evaluation of Candidates
1. Internal Process for Identifying
Candidates
The Governance and Nominating Committee
(the “Committee”) has two primary methods for
identifying candidates (other than those
proposed by the Company’s stockholders, as
discussed below). First, on a periodic basis, the
Committee solicits ideas for possible candidates
from a number of sources including, but not
limited to, members of the Board, senior-level
Company executives, individuals personally
known to the members of the Board, and
research, including database and internet
searches.
Additionally, the Committee may, from time
to time, use its authority under its charter to
retain at the Company’s expense one or more
search firms to identify candidates (and to
approve any such firms’ fees and other retention
terms). If the Committee retains one or more
search firms, those firms may be asked to
identify possible candidates who meet the
minimum and desired qualifications established
by the Committee and to undertake such other
duties as the Committee may direct.
2. Candidates Proposed by Stockholders
a. General Nomination Right of All
Stockholders
Any stockholder of the Company may
nominate one or more persons for election as a
director of the Company at an annual meeting of
stockholders if the stockholder complies with the
notice, information and consent provisions
contained in Article II, Section 8 of the
Company’s Bylaws. Specifically, these provisions
require that written notice of a stockholder’s
intent to make a nomination for the election of
directors be received by the Secretary of the
Company at least 90 days in advance of the third
Tuesday in May (with respect to elections held at
a regular annual meeting of stockholders), and
that such notice include:
• The name and address of the
stockholder who intends to make the
nomination and of the person(s) to be
nominated;
• A representation that the stockholder of
record is entitled to vote at the
meeting;
• A description of all arrangements or
understandings between the
stockholder and each nominee and any
other person(s) (naming them) pursuant
to which the nomination is to be made;
• Other information regarding each
nominee as would have been required
to be included in a proxy statement filed
pursuant to the proxy rules of the
Securities and Exchange Commission
had each nominee been nominated by
the Board of Directors; and
• The consent of each nominee to serve
as a director if elected.
The Corporate Secretary and General
Counsel will send a copy of the Company’s
Bylaws to any interested stockholder who
requests them. The Company’s Bylaws are also
available on the Company’s website at http://
www.alaskaair.com.
b. Consideration of Director Candidates
Recommended by Stockholders
The Committee will evaluate candidates
recommended by a single stockholder, or group
of stockholders, that has beneficially owned
more than 5% of the Company’s outstanding
common stock for at least one year and that
satisfies the notice, information and consent
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