Alaska Airlines and Horizon Air 2009 Annual Report Download - page 42

prospective nominees’ relevant experience,
intelligence, independence, commitment,
ability to work with the CEO and within the
Board culture, prominence, diversity, age,
understanding of the Company’s business,
and other factors deemed relevant to Alaska
Air Group Board service. Diversity is
considered broadly, not merely with regard
to race, gender, or national origin, but also
with regard to general background,
geographical location, and other facts. The
consideration of diversity is implemented
through discussions at the Governance and
Nominating Committee. For a candidate to
serve as an independent director, an
independent and questioning mindset is
critical. The Committee also considers a
prospective candidate’s workload and
whether he or she would be able to attend
the vast majority of Board meetings, be
willing and available to serve on Board
committees, and be able to devote the
additional time and effort necessary to keep
up with Board matters and the rapidly
changing environment in which the Company
operates. Different substantive areas may
assume greater or lesser significance at
particular times, in light of the Board’s
present composition and the Committee’s
(or the Board’s) perceptions about future
issues and needs. Relevant experiences
might include, among other things, CEO
experience, senior-level international
experience, senior-level regulatory or legal
experience, and relevant senior-level
expertise in one or more of the following
areas — finance, accounting, sales and
marketing, safety, organizational
development, information technology, and
government and public relations.
Board Leadership
The Board currently has a combined Chair
and CEO, and an independent Lead Director.
The Lead Director’s responsibilities are
(a) to preside over periodic meetings of
non-management directors as described in
Section 2.1.3 of the Company’s Corporate
Governance Guidelines; (b) to lead the
non-management directors’ annual
evaluation of the CEO; (c) to discuss any
proposed changes to committee
assignments with each affected director
annually in advance of the Governance and
Nominating Committee making its
committee membership recommendations to
the Board; (d) to discuss re-nomination with
each director whose current term will end at
the next annual meeting; (e) to review and
provide input to Board meeting agendas;
and (f) such other duties as may be
described in the Company’s Corporate
Governance Guidelines. The Board chooses
this structure because the CEO is
responsible for the day-to-day operation of
the Company and for implementation of the
Company’s strategy. Since the Company’s
strategy is of critical importance to the
performance of the Company, combining the
responsibilities allows the Board Chair to
lead the discussions regarding strategy.
Risk Oversight
Alaska Air Group has adopted an
enterprisewide Risk Analysis and Oversight
Program. This Program is designed to: a)
identify the various risks faced by the
organization; b) assign responsibility for
managing those risks to individual
executives within the management ranks;
and c) align these management
assignments with appropriate board-level
oversight.
Responsibility for the oversight of the
Program itself has been delegated to the
Board’s Audit Committee. In turn, the Audit
Committee has tasked the Chief Compliance
Officer with the day-to-day design and
implementation of the Program.
Under the Program, an Alaska Air Group Risk
Matrix has been developed and the
organization’s most prominent risks have
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