Alaska Airlines and Horizon Air 2014 Annual Report Download - page 41

sufficient time for discussion, and to
approve information sent to the board
members;
• to lead the non-management directors’
annual evaluation of the CEO;
• 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;
• to discuss any proposed changes to
committee assignments with each
affected director in advance of making
committee membership
recommendations to the Board;
• to be available for consultation and direct
communication if requested by a major
shareholder; and
• such other duties as may be described in
the Company’s Corporate Governance
Guidelines, including serving as liaison
between the chairman and independent
directors and calling meetings of the
independent directors, if appropriate.
Notwithstanding the Board’s preference for
combining the roles of chairman and CEO,
the Board may separate the CEO and chair
roles from time to time at its discretion. In
deciding whether to separate the roles, the
Board considers, among other things, the
experience and capacity of the sitting CEO,
the rigor of independent director oversight of
financial, operational and safety regulatory
issues, the current climate of openness
between management and the Board, and
the existence of other checks and balances
that help ensure independent thinking and
decision-making by directors.
Executive Sessions and Lead Director
The Air Group Board holds regular executive
sessions of non-management directors quarterly,
as provided in the charter of the Governance and
Nominating Committee and the Company’s
Corporate Governance Guidelines. The lead
director, who is the chair of the Governance and
Nominating Committee, presides over these
executive sessions.
Risk Oversight
Alaska Air Group has adopted an enterprise-wide
risk analysis and oversight program. This program
is designed to: a) identify the various risks faced
by the organization; b) assign responsibility for
managing those risks to individual executives
within the management ranks; and c) align these
management assignments with appropriate
board-level oversight.
Responsibility for the oversight of the program
itself has been delegated to the Board’s Audit
Committee. In turn, the Audit Committee has
tasked the Company’s chief risk officer with the
day-to-day design and implementation of the
program. Under the program, an Alaska Air Group
risk matrix has been developed and the
organization’s most prominent risks have been
identified, responsibility has been assigned to
appropriate executives, and assignments have
been aligned for appropriate Board oversight,
including oversight of safety-related risks by the
Board’s Safety Committee. Responsibility for
managing these risks includes strategies related
to both mitigation (acceptance and management)
and transfer (insurance). The risk matrix is
updated regularly. At a minimum, the Audit
Committee receives quarterly updates regarding
the program and an annual in-person review of
the program’s status by the chief risk officer.
The program also provides that the Audit
Committee work with the chief risk officer and Air
Group’s management executive committee to
annually identify the most pressing risk issues
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