Alaska Airlines and Horizon Air 2009 Annual Report Download - page 47

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Policies and Procedures for Approval of
Related Person Transactions
The 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 the last fiscal year was, one
of the 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 officers, or
stockholders. The amounts involved are
below disclosure thresholds set by the SEC,
or the executive officer or director or his or
her family member does not have a direct or
indirect material interest, as that term is
used in SEC rules, in the transaction.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires
the Company’s directors and certain of its
officers to send reports of their ownership of
Company common stock and changes in
such ownership to the SEC and the NYSE.
The Company assists its directors and
officers by preparing forms for filing. SEC
regulations also require the Company to
identify in this proxy statement any person
subject to this requirement who failed to file
a report on a timely basis. Based on a
review of copies of reports furnished to the
Company and written representations that
no other reports were required, the Company
believes that everyone subject to
Section 16(a) filed the required reports on a
timely basis during 2009.
ŠProxy
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