Alaska Airlines and Horizon Air 2013 Annual Report Download - page 45

CORPORATE GOVERNANCE
incorporated into the development of the
Company’s strategic plan for the coming year.
As part of its oversight of the Company’s
executive compensation program, the
Compensation and Leadership Development
Committee, along with its independent
consultant and the Company’s management
team, has reviewed the risk impact of the
Company’s executive compensation. Based
on this review, the Company has concluded
that its executive compensation programs
do not encourage risk taking to a degree
that is reasonably likely to have a materially
adverse impact on the Company.
The Company believes that its leadership
structure, discussed in detail in the Board
Leadership section above, supports the risk
oversight function of the Board for the same
reasons that it believes the leadership
structure is most effective for the Company,
namely that, while facilitating open
discussion and communication from
independent members of the Board, it
ensures that strategic discussions are led
by an individual with a deep understanding
of the highly technical and complex nature of
the airline business.
CODE OF CONDUCT AND ETHICS
The Company has adopted a Code of
Conduct and Ethics that applies to all
employees of the Company, including its
CEO, CFO, principal accounting officer and
persons performing similar functions. The
Code of Conduct and Ethics may be found
on the Company’s website at
www.alaskaair.com and is available in print
to any stockholder who requests it.
Information on the Company’s website,
however, does not form a part of this Proxy
Statement. The Company intends to
disclose any amendments (other than
technical, administrative or non-substantive
amendments) to, and any waivers from, a
provision of the Code of Conduct and Ethics
for directors or executive officers on the
Company’s website.
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 in which (i) the Company was,
is 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 the
Company’s common stock, or (iii) any
immediate family member of any the these
persons.
Under the policy, once such a transaction by
a related person has been identified, the
Audit Committee (or, for transactions that
involve less than $1 million in the aggregate,
the Chair of the Audit Committee) must
review the transaction for approval or
ratification. Members of the Audit Committee
or the Chair of the Audit Committee, as
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