Alaska Airlines and Horizon Air 2007 Annual Report Download - page 46

CEO AND CFO CERTIFICATIONS
In accordance with NYSE listing standards,
the Company’s 2007 CEO certification required
by Section 303a.12(a) of the NYSE Listed
Company Manual has been filed with the NYSE.
In addition, the Company’s CEO and CFO
certifications required under Section 302 of the
Sarbanes-Oxley Act are filed as exhibits to the
Company’s Annual Report on Form 10-K.
CODE OF CONDUCT AND ETHICS
The Company has adopted a Code of
Conduct and Ethics that applies to all employees
of the Company, including our Chief Executive
Officer, Chief Financial Officer, principal
accounting officer and persons performing
similar functions. The Code of Conduct and
Ethics is located on the Company’s internet
website at http://www.alaskaair.com and is
available in print to any stockholder who
requests it. Information on the Company’s
website, however, does not form a part of this
proxy statement. The Company intends to
disclose any amendments (other than technical,
administrative or non-substantive amendments)
to, and any waivers from, a provision of the Code
of Conduct and Ethics for directors or executive
officers on the Company’s internet website.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Policies and Procedures for Approval of
Related Person Transactions
Our Board of Directors has adopted a written
policy for review, approval or ratification of any
transaction, arrangement or relationship (i) in
which we were, are or will be a participant,
(ii) the aggregate amount involved exceeds
$120,000 in any calendar year, and (iii) a related
person has or will have a direct or indirect
material interest (other than solely as a result of
being a director or the beneficial owner of less
than 10% of another entity). For purposes of the
policy, a related person is (i) any person who is,
or at any time since the beginning of our last
fiscal year was, one of our directors or executive
officers or a nominee to become a director,
(ii) any beneficial owner of more than 5% of our
common stock, or (iii) any immediate family
member of any the these persons.
Under the policy, once a related person
transaction has been identified, the Audit
Committee (or the Chair of the Audit Committee
for transactions that involve an aggregate
amount of less than $1 million) must review the
transaction for approval or ratification. Members
of the Audit Committee or the Chair of the Audit
Committee, as applicable, will review all relevant
facts regarding the transaction in determining
whether to approve or ratify it, including the
extent of the related person’s interest in the
transaction, whether the terms are comparable
to those generally available in arms’ length
transactions, and whether the transaction is
consistent with the best interests of the
Company. The related person involved in the
transaction will participate in the approval or
ratification process only to provide additional
information as requested for the review. Once
initially approved or ratified, all transactions with
related persons will be reviewed at least
annually.
The policy does not require review or
approval of the following transactions:
(i) employment by the Company of an executive
officer unless he or she is an immediate family
member of another related person; (ii) any
compensation paid by the Company to a director;
and (iii) transaction in which a related person’s
interest arises solely from the ownership of
equity securities and all holders of the securities
receive the same benefit on a pro rata basis.
Certain Transactions with Related Persons
The Company and its subsidiaries have
transactions in the ordinary course of business
with other corporations of which the Company’s
executive officers or directors or members of
their immediate families are directors, executive
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