Allstate 2012 Annual Report Download - page 18

regularly meets in executive session without management meeting of stockholders attended that meeting. Each
present. incumbent director attended at least 75% of the
combined board meetings and meetings of committees of
Our chief executive officer attends committee meetings which he or she was a member. Attendance at board and
and advises on the alignment of our incentive plan committee meetings during 2011 averaged 98% for
performance measures with our overall strategy, directors as a group.
appropriate weightings of performance measures with the
responsibilities of each executive, and how the design of Communication with the Board
our equity incentive awards affects our ability to attract,
motivate, and retain highly talented executives. The chief The Board has established a process to facilitate
executive officer provides this advice in the context of our communication by stockholders and other interested
products, business risks, financial results, and stockholder parties with directors as a group. Written
return. The chief executive officer also provides the communications may be sent by mail or email to the
committee with performance evaluations of executives Board. Communications received will be handled as
who report to him, recommends merit increases for directed by the general counsel. The general counsel
senior officers, and recommends compensation packages reports regularly to the nominating and governance
for senior executives being hired or promoted. committee on all correspondence received that, in her
opinion, involves functions of the Board or its committees
Our senior human resources officer attends committee or that she otherwise determines merits Board attention.
meetings. He provides the committee with internal and The communication process is posted on the Corporate
external analyses of the basic structure and Governance section of allstate.com.
competitiveness of our compensation program and
operational details on our various compensation and Compensation Committee Interlocks and Insider
incentive plans, including the design of performance Participation
measures for our annual cash incentive plan and the
design of our equity awards. Throughout the year, the During 2011, the compensation and succession committee
senior human resources officer also provides the consisted of Ms. Redmond, and Messrs. Beyer, Farrell,
committee with a detailed review of the estimated and Greenberg, LeMay, Riley, and Smith. None is a current or
actual results for each performance measure compared to former officer or employee of Allstate or any of its
threshold, target, and maximum ranges, along with the subsidiaries. There were no committee interlocks with
resulting estimated and actual payments to executive other companies in 2011 within the meaning of the
officers. Securities and Exchange Commission’s proxy rules.
Our chief financial officer attends meetings to discuss Related Person Transactions
financial results relevant to incentive compensation, other
financial measures, or accounting rules. The general There were no related person transactions identified for
counsel is available at meetings to provide input on the 2011. The nominating and governance committee has
legal and regulatory environment. The secretary attends adopted a written policy on the review, approval, or
meetings to respond to questions about corporate ratification of transactions with related persons, which is
governance and to assist in the preparation of minutes. posted on the Corporate Governance portion of
allstate.com. In accordance with the policy, the committee
For both the chief executive officer and the chief financial or committee chair reviews transactions with the
officer, committee meeting participation is one of the corporation in which the amount involved exceeds
ways in which they assure themselves that the $120,000 and in which any ‘‘related person’’ had, has, or
Compensation Discussion and Analysis included in this will have a direct or indirect material interest. In general,
proxy statement is accurate so that they can provide the ‘‘related persons’’ are directors, executive officers, their
certification required by the Sarbanes-Oxley Act of 2002. immediate family members, and stockholders beneficially
owning five percent or more of our outstanding stock.
Board Attendance Policy The committee or chair approves or ratifies only those
Board members are expected to make every effort to transactions that are in, or not inconsistent with, the best
attend all meetings of the Board and the committees on interests of the corporation and its stockholders.
which they serve, to actively participate in discussions, Transactions are reviewed and approved or ratified by the
and to attend the annual meeting of stockholders. All chair when it is not practicable or desirable to delay
directors who stood for election at the 2011 annual review of a transaction until a committee meeting. The
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Corporate Governance Practices
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