Alaska Airlines and Horizon Air 2013 Annual Report Download - page 43

CORPORATE GOVERNANCE
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.
Board 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 factors. The consideration of
diversity is implemented through
discussions at the Governance and
Nominating Committee. In addition, on an
annual basis, as part of the Board’s self-
evaluation, the Board assesses whether the
mix and diversity of board members is
appropriate for the Company.
BOARD LEADERSHIP
The Company’s board leadership generally
includes a combined chairman and CEO role
with a strong, independent lead director;
however, in 2012-2013 the Board
temporarily separated the roles of chairman
and CEO in connection with the transition to
a new CEO.
In choosing generally to combine the roles
of chairman and CEO, the Board takes into
consideration the highly technical nature of
the airline business and the importance of
deep, industry-specific knowledge and a
thorough understanding of the Company’s
business environment in setting agendas
and leading the Board’s discussions.
Combining the roles also provides a clear
leadership structure for the management
team. Because the CEO has a depth of
understanding of the many complexities of
the airline business, the regulatory
environment, and the Company’s strategy —
all of which are of critical importance to the
Company’s performance — the Board
believes that he or she generally is best
suited to serve as chairman and to preside
over the majority of the Board’s discussions,
with the exception of the regular sessions of
the independent directors, which are led by
the independent lead director.
By creating an independent lead director role
with specific authority, the Board is able to
ensure objective evaluation of management
decisions and performance and to provide
independent leadership for director and
management succession planning and other
governance issues. The lead director’s
responsibilities are (a) to preside at all
meetings where the Board Chairman is not
present or where the Board Chairman could
be perceived as having a conflict of interest,
including but not limited to periodic
meetings of non-management directors as
described in Section 1.1.12 of the
Company’s Corporate Governance
Guidelines; (b) to approve the board meeting
agendas and meeting schedules to ensure
sufficient time for discussion, and to
approve information sent to the board
members; (c) to lead the non-management
directors’ annual evaluation of the CEO;
(d) to conduct interviews of independent
directors annually, including a discussion of
each individual director’s self-assessment of
his or her contribution prior to nomination
for election; (e) to discuss any proposed
changes to committee assignments with
each affected director in advance of making
committee membership recommendations to
the Board; (f) to be available for consultation
and direct communication if requested by a
major shareholder; and (g) such other duties
as may be described in the Company’s
Corporate Governance Guidelines, including
36