Alaska Airlines and Horizon Air 2014 Annual Report Download - page 43

related person’s interest in the transaction,
whether the terms are comparable to those
generally available in arm’s-length transactions,
and whether the transaction is consistent with
the best interests of the Company. The related
person involved in the transaction will not
participate in the approval or ratification process
except to provide additional information as
requested for the review. Once initially approved
or ratified, all transactions with related persons
will be reviewed at least annually.
The policy does not require review or approval of
the following transactions: (i) employment by the
Company of an executive officer unless he or she
is an immediate family member of another
related person; (ii) any compensation paid by the
Company to a director; and (iii) a transaction in
which a related person’s interest arises solely
from the ownership of equity securities and all
holders of the securities receive the same
benefit on a pro-rata basis.
Certain Transactions with Related Persons
The Company and its subsidiaries have
transactions in the ordinary course of business
with other corporations of which the Company’s
executive officers or directors or members of
their immediate families are directors, executive
officers, or stockholders. With the exception of
the transactions reported here, the amounts
involved in these transactions are below the
disclosure thresholds set by the SEC, or the
executive officer or director or his or her family
member does not have a direct or indirect
material interest, as that term is used in SEC
rules, in the transaction.
Pursuant to 17 CFR Section 229.404, the
Company discloses that its subsidiary Alaska
Airlines, Inc. is a party to aircraft and facilities
services agreements with NANA Management
Services, LLC (NMS) worth $3 million annually.
NANA Development Corporation owns 51% of
NMS. Director Helvi Sandvik is the president of
NANA Development Corporation and a former
vice president of NMS. Ms. Sandvik has no
direct material interest in the transactions
between Alaska Airlines and NMS.
Stockholder Communication Policy
Any stockholder or interested party who wishes to
communicate with the Alaska Air Group Board of
Directors or any specific director, including the lead
director (who presides over executive sessions of
the non-employee directors) or with the non-
employee directors as a group, may write to:
Board of Directors
Alaska Air Group, Inc.
PO Box 68947
Seattle, WA 98168
Depending on the subject matter, management will:
• forward the communication to the director or
directors to whom it is addressed (for
example, if the communication received deals
with questions, concerns or complaints
regarding accounting, internal accounting
controls and auditing matters, it will be
forwarded by management to the chair of the
Audit Committee for review);
• attempt to handle the inquiry directly (for
example, where it is a request for information
about the Company’s operations or it is a
stock-related matter that does not appear to
require direct attention by the Board or any
individual director); or
• not forward the communication if it is
primarily commercial in nature or if it relates
to an improper or irrelevant topic.
At each meeting of the Governance and
Nominating Committee, the Corporate Secretary
presents a summary of all communications
received since the last meeting of the
Governance and Nominating Committee and will
make those communications available to any
director on request.
ŠProxy
CORPORATE GOVERNANCE 31