Allstate 2011 Annual Report Download - page 20

Nomination Process for Election to the Board of Directors
The Nominating and Governance Committee has responsibility for assessing the need for new Board
members to address specific requirements or to fill a vacancy and for making recommendations to the Board. In
evaluating candidates, the Board and the committee apply the following criteria from our Corporate Governance
Guidelines. Allstate Board members should:
●Demonstrate integrity and be willing and able to exercise independent judgment.
●Have held positions of leadership.
●Have business or professional skills and experience that will contribute to the effectiveness of the Board
and its committees, taking into consideration the skills and experience of current directors.
●Have an expressed interest in serving as a director in order to foster long-term value for the corporation’s
stockholders and have the ability to understand, and exercise sound judgment on, issues related to the
corporation’s goals.
●Understand the interests of the corporation’s key stakeholders, including stockholders, customers,
employees, and communities, and intend to act in the interest of all stockholders rather than any
particular stockholder constituency.
●In the light of their other commitments, including service on other public company boards, be willing and
able to devote the time and effort necessary to serve as an effective director, including preparation for
Board and committee meetings.
In addition, the Board and the committee look for nominees who reflect a diversity of experience and
viewpoints. The Board expects each non-employee director to be free of interests or affiliations that could give
rise to a biased approach to directorship responsibilities or a conflict of interest and free of any significant
relationship with the corporation which would interfere with the director’s exercise of independent judgment. All
nominees for election also must comply with the applicable requirements of the corporation’s bylaws, which are
posted on allstate.com. Executive officers of the corporation may not serve on boards of other corporations whose
executive officers serve on the Board of the corporation.
Periodically, the Nominating and Governance Committee reviews our director selection criteria to ensure that
they continue to appropriately reflect the issues that should be considered in evaluating director candidates as
new developments affect Allstate, the economy, and the regulatory environment.
The skills and experiences reviewed by the Nominating and Governance Committee in naming nominees for
election at the 2011 annual meeting of stockholders are set forth in the matrix below. The matrix reflects the
current skills and experiences of the directors that are important to achieving the corporation’s strategic vision
and operating priorities, including improving our operating results, growing our businesses profitably, and
differentiating ourselves from the competition by reinventing our business. An ‘‘⻬’’ in the chart indicates that
director possesses that particular skill or experience. The lack of a ‘‘⻬’’ does not mean the director does not
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Proxy Statement