Alaska Airlines and Horizon Air 2013 Annual Report Download - page 39

CORPORATE GOVERNANCE
least 2% or $1 million, whichever is
greater, of the Company’s gross
revenues, or (ii) of which the Company
represented at least 2% or $1 million,
whichever is greater, of such other
company’s gross revenues in any of the
last three fiscal years. Charitable
contributions are excluded from this
calculation.
The Board considers that ordinary-course
business between the Company and an
organization of which the Board member is
an officer or director, where the amount of
such business is immaterial with respect to
the Company’s or the organization’s annual
revenues, does not create a material
relationship.
For the purposes of these standards,
“Company” includes all Alaska Air Group
subsidiaries and other affiliates. “Immediate
family member” includes the director’s
spouse, domestic partner, parents, children,
siblings, mothers- and fathers-in-law, sons-
and daughters-in-law, and anyone sharing
the director’s home. The independence
standards for the members of the Audit
Committee provide that, in addition to the
foregoing standards, they may not
(a) receive any compensation other than
director’s fees for board and audit
committee service and permitted retirement
pay, or (b) be an “affiliate” of the Company
apart from their capacity as a member of the
Board as defined by applicable SEC rules.
DIRECTOR NOMINATION POLICY
Identification and Evaluation of Candidates
1. Internal Process for Identifying
Candidates
The Governance and Nominating Committee
(the Committee) has two primary methods
for identifying candidates (other than those
proposed by the Company’s stockholders,
as discussed below). First, on a periodic
basis, the Committee solicits ideas for
possible candidates from a number of
sources including, but not limited to,
members of the Board, senior-level Company
executives, individuals personally known to
the members of the Board, and research.
Additionally, the Committee may, from time
to time, use its authority under its charter to
retain at the Company’s expense one or
more search firms to identify candidates
(and to approve any such firms’ fees and
other retention terms). If the Committee
retains one or more search firms, those
firms may be asked to identify possible
candidates who meet the minimum and
desired qualifications established by the
Committee and to undertake such other
duties as the Committee may direct.
2. Candidates Proposed by Stockholders
a. General Nomination Right of All
Stockholders
Any stockholder of the Company may
nominate one or more persons for election
as a director of the Company at an annual
meeting of stockholders if the stockholder
complies with the notice, information and
consent provisions contained in Article II,
Section 9 of the Company’s Bylaws. The
provisions generally require that written
notice of a stockholder’s intent to make a
nomination for the election of directors be
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