Alaska Airlines and Horizon Air 2009 Annual Report Download - page 37

changes in the charter to the Board of
Directors for approval.
Board and Committee Meetings
In 2009, the Board of Directors held six
regular meetings. The standing Board
committees held the following number of
meetings in 2009:
• Audit Committee — 8
• Compensation Committee — 5
• Governance and Nominating
Committee — 4
• Safety Committee — 4
Each director attended, on average, at least
93% of all Board and applicable committee
meetings during 2009. Each director is
expected to attend the Company’s Annual
Meeting of Stockholders. Last year, eight of
nine directors attended the annual meeting.
Director Independence
The Board of Directors of the Company has
determined that all of the directors except
Mr. Ayer, which includes each member of
the Audit Committee, Governance and
Nominating Committee, and Compensation
Committee, are independent under the
NYSE listing standards and the Company’s
independent director standards that are set
forth in the Company’s Corporate
Governance Guidelines. In making its
determination, the Board of Directors
considered the amount of charitable
contributions made by the Company to
certain charitable organizations on which
Ms. Bedient serves as director 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 amounts 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.
ŠProxy
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