Allstate 2012 Annual Report Download - page 14

Corporate Governance Practices and Code of Ethics
Allstate has a history of strong corporate governance, as governance ‘‘best practices’’ are a critical component to our
success in driving sustained stockholder value. Over the years, our Board of Directors has responded to evolving
governance standards by enhancing our practices to best serve the interests of Allstate stockholders, including:
Each of the audit, compensation and succession, and
nominating and governance committees has the
Each director must be elected by a majority of votes authority to retain independent advisors; all fees and
cast, not a plurality. expenses are paid by Allstate.
Allstate is committed to
operating its business with honesty and integrity and
maintaining the highest level of ethical conduct.
These absolute values are embodied in our Code of
Ethics and require that every customer, employee,
Proposal 4 seeks stockholder approval of a and member of the public be treated accordingly.
lower ownership threshold of 10% for this right. Allstate’s Code of Ethics applies to all employees,
including the chief executive officer, the chief
financial officer, the controller, and other senior
financial and executive officers, as well as the Board
of Directors.
Our Board is comprised of all
independent directors, except our chief executive
officer. Significant requirements strongly link
the interests of the Board and management with
those of stockholders.
Each of the audit,
compensation and succession, and nominating and The report provides
governance committees is made up of independent transparency on Allstate initiatives to promote sound
directors. Each standing committee operates under a public policy in areas such as teen safe driving.
written charter that has been approved by the Board.
Allstate regularly engages
with its stockholders to better understand their
perspectives.
You can learn more about our corporate governance by visiting , where you will find our
Corporate Governance Guidelines, each standing committee charter, our Code of Ethics, and Director Independence Standards.
Each of these items also is available in print upon request made to the Office of the Secretary, The Allstate Corporation,
2775 Sanders Road, Suite A2W, Northbrook, Illinois 60062-6127.
Board Meetings and Committees
The Board held eight meetings during 2011. Currently, the Board has four standing committees: audit, compensation and
succession, executive, and nominating and governance. The following table identifies each standing committee, its
members, functions, and number of meetings held during 2011. The Board has determined the members of the audit,
compensation and succession, and nominating and governance committees are independent within the meaning of
applicable laws, New York Stock Exchange (NYSE) listing standards, and the Director Independence Standards in effect at
the time of determination. Each committee except the executive committee evaluates its performance at the end of each
in-person meeting.
3
Corporate Governance Practices
Annual election of all directors. Committee authority to retain independent advisors.
Majority vote standard in uncontested elections.
No stockholder rights plan (‘‘poison pill’’). Robust code of ethics.
No supermajority voting provisions.
Stockholders have the right to call a special
meeting.
If proposal 3 is approved, stockholders will have the
right to act by written consent.
Independent Board.
Stock ownership guidelines for senior executives
and directors.
Independent lead director.
Independent Board committees.
Corporate Involvement in Public Policy report
published on allstate.com.
Stockholder engagement.
Confidential voting.
www.allstateinvestors.com
| The Allstate Corporation
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