Alaska Airlines and Horizon Air 2013 Annual Report Download - page 38

CORPORATE GOVERNANCE
DIRECTOR INDEPENDENCE
The Board of Directors of the Company has
determined that all of the directors
excepting Mr. Tilden and including each
member of the Audit Committee,
Governance and Nominating Committee, and
Compensation and Leadership Development
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 considered the
amounts of charitable contributions made by
the Company to charitable organizations on
which Ms. Campbell, Mr. Langland,
Mr. Madsen, and Mr. Yeaman serve as
directors. After consideration of these
matters and in accordance with the Board’s
independent director criteria, the Board
affirmatively determined that the matters did
not represent material relationships with the
Company because the amounts of the
contributions were immaterial with respect
to the Company’s and the charitable
organization’s 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 as
required by the SEC. The Board has
determined that Ms. Bedient and
Mr. Yeaman are audit committee financial
experts as defined in SEC rules.
The Corporate Governance Guidelines are
available on the Company’s website at
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 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
standards listed below.
1. The director, within the last three years,
has not been employed by and has no
immediate family member that has been
an executive officer of the Company.
2. Neither the director nor any immediate
family member has, in any 12-month
period during the last three years,
received more than $120,000 in direct
compensation from the Company other
than compensation for director or
committee service and pension or other
deferred compensation for prior service.
3. With regard to the Company’s
independent accountant’s firm (i) neither
the director nor any immediate family
member is a current partner of the
Company’s independent accountants
firm; (ii) the director is not a current
employee of the independent
accountant’s firm; (iii) no immediate
family member is a current employee of
the independent accountant’s firm
working in its audit, assurance or tax
compliance practice; and (iv) neither the
director nor any immediate family
member was an employee or partner of
the independent accountant’s firm within
the last three years and worked on the
Company’s audit within that time.
4. Neither the director nor any immediate
family member has, within the last
three years, been part of an interlocking
directorate. This means that no
executive officer of the Company served
on the compensation committee of a
company that employed the director or
an immediate family member.
5. The director is not currently an
employee of and no immediate family
member is an executive officer of
another company (i) that represented at
ŠProxy
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