Alaska Airlines and Horizon Air 2013 Annual Report Download - page 32

PROPOSALS TO BE VOTED ON
• discusses proposed changes to
committee assignments with each
director; and
• makes himself/herself available for
consultation and direct communication
with major shareholders.
In addition, the Company’s governance
structure incorporates the provisions
described below.
• The Company’s Governance Guidelines
require that at least 75% of directors be
independent as defined by SEC
regulations and NYSE listing standards.
At present, the Board has determined
that 10 out of 11 directors (or 91%) are
independent according to these
standards.
• Each of the Audit, the Compensation and
Leadership Development, and the
Governance and Nominating Committees
is required to be composed solely of
independent directors. This means that
the oversight of key matters, such as the
integrity of financial statements,
executive compensation, the nomination
of directors and evaluation of the Board
and its committees, is entrusted
exclusively to independent directors.
• The Board and its committees meet
regularly in executive session without
management, and they have access to
management and the authority to retain
independent advisors, as they deem
appropriate.
Restricting Board discretion would be
detrimental to the interests of
stockholders
The stockholder proposal seeks to mandate
one leadership structure regardless of
circumstances. Because of the presence of
the independence safeguards noted above,
the Board believes it is not only unnecessary,
but that it would be detrimental to restrict the
Board’s leadership structure to one form. The
members of the Board have experience with
and knowledge of the challenges and
opportunities the Company faces at any given
time, and therefore they are in the best
position to choose the leadership structure
that is most appropriate for the situation. The
Board’s commitment to select a leadership
structure that is most appropriate for the
Company and its stockholders is best
evidenced by the Board’s recent decision to
separate the chairman and CEO positions in
2012-2013 in connection with the transition
to a new CEO.
Alaska Air Group governance practices
ranked among the best by ISS
As of February 18, 2014, Alaska Air Group
received a governance rating of “1” from
Institutional Shareholder Services (ISS),
which places Alaska Air Group’s governance
structure in the top decile.
Other Information
In considering how to vote on the shareholder
proposal, it is important to note that the
proponent has made several assertions that
are false or misleading. The assertions are
not directly related the proposal to require an
independent chairman, and they are
addressed here in the interest of providing
investors full information.
•The proponent asserts that “Our
company had a history of significant
restatements, special charges or
write-offs.”
In the past five years Alaska Air Group has
not amended any of its annual reports on
Form 10-K. During that period, we
amended two quarterly reports on Form
10-Q (for the periods ended March 31,
2010 and 2011) in order to re-file exhibits
related to a purchase agreement and a
credit agreement.
ŠProxy
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