Allstate 2013 Annual Report Download - page 15

Corporate Governance Practices
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 evolved our practices to best
serve the interests of Allstate stockholders, including:
The Board
and each committee evaluates its performance at the
end of each in-person meeting.
Each director must be elected by a majority of votes
cast, not a plurality.
Each of the audit,
compensation and succession, and nominating and
governance committees is made up of independent
directors. Each standing committee operates under a
written charter that has been approved by the Board.
Allstate is committed to
operating its business with the highest level of
ethical conduct and has adopted a Code of Ethics that
applies to all employees, including the chief
Allstate regularly engages executive officer, the chief financial officer, the
with its stockholders to better understand their controller, and other senior financial and executive
perspectives. officers, as well as the Board of Directors. Allstate’s
Code of Ethics is available at
www.allstatecodeofethics.com.
The report provides transparency on Allstate
initiatives to promote sound public policy in areas
such as teen safe driving and can be found at Significant requirements strongly link the
www.allstate.com/publicpolicyreport. interests of the Board and management with those
of stockholders.
Our Board is comprised of all
independent directors, except our CEO.
You can learn more about our corporate governance by visiting www.allstateinvestors.com, 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 2012. 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 2012. 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, NYSE listing standards, and the Director Independence Standards in effect at the time of determination.
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Corporate Governance Practices
⻬Annual election of all directors. ⻬Regular Board self-evaluation process.
⻬Majority vote standard in uncontested elections.
⻬Independent lead director.
⻬No stockholder rights plan (‘‘poison pill’’). ⻬Independent Board committees.
⻬No supermajority voting provisions.
⻬Confidential voting.
⻬Stockholders holding 10% or more of our ⻬Each of the audit, compensation and succession,
outstanding stock have the right to call a special and nominating and governance committees has the
meeting. authority to retain independent advisors.
⻬Stockholders holding 10% or more of our ⻬Robust code of ethics.
outstanding stock have the right to request action
by written consent.
⻬Stockholder engagement.
⻬Annual report on corporate involvement with public
policy.
⻬Stock ownership guidelines for executives and
directors.
⻬Independent Board.
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