Allstate 2013 Annual Report Download - page 16

• Strategic Oversight 8 Chair: Thomas J. Wilson None
The Allstate Corporation • Corporate Governance • 11 Independent directors
• Stockholder Advocacy
Board of Directors
• Leadership
• Recommends candidates to be nominated 6 Chair: F. Duane Ackerman None
by the Board for election as directors. • W. James Farrell
• Andrea Redmond
• Reviews the Corporate Governance Guidelines • H. John Riley, Jr.
and advises the Board on corporate • John W. Rowe
governance issues. • Joshua I. Smith
• Determines performance criteria and • Judith A. Sprieser
oversees assessment of the Board’s • Mary Alice Taylor
performance and director independence.
• Appoints, oversees, approves the fees of, 9 Chair: Judith A. Sprieser Page 74
and evaluates the independence of the • F. Duane Ackerman
independent registered public accountant. • Robert D. Beyer
• Jack M. Greenberg
• Reviews Allstate’s financial statements and • Ronald T. LeMay
recommends to the Board whether the • Mary Alice Taylor
audited financial statements should be
included in Allstate’s annual report on Financial Experts(2):
Form 10-K. • Judith A. Sprieser
• Reviews Allstate’s accounting principles and • Jack M. Greenberg
practices affecting the financial statements.
• Discusses risk assessment and risk
management processes with management.
• Oversees Allstate’s ethics and compliance
program; periodically reviews and approves
its Code of Ethics.
• Assists the Board in determining the 9 Chair: W. James Farrell Page 39
compensation of the CEO and other • Robert D. Beyer
executive officers. • Jack M. Greenberg
• Ronald T. LeMay
• Administers Allstate’s executive • Andrea Redmond
compensation plans and has sole authority • John W. Rowe
to retain the committee’s independent • Joshua I. Smith
compensation consultant.
• Reviews management succession plans and
executive organizational structure for
Allstate and each significant operating
subsidiary.
• Has the powers of the Board in the 0 Chair: Thomas J. Wilson None
management of Allstate’s business affairs • F. Duane Ackerman
to the extent permitted under the bylaws, • W. James Farrell
excluding any powers granted by the Board • H. John Riley, Jr.
to any other committee of the Board. • Judith A. Sprieser
(1) Separately established in accordance with the requirements of Section 3(a)(58)(A) of the Securities Exchange Act of 1934.
(2) The Board determined that Ms. Sprieser and Mr. Greenberg are each individually qualified as an audit committee financial expert,
as defined in Regulation S-K, Item 407(d)(5) under the Securities Exchange Act of 1934, and each is independent under the
listing standards of the NYSE.
4
Corporate Governance Practices
Meetings Committee
Key Responsibilities in 2012 Directors Report
Nominating
and
Governance
Committee
Audit
Committee(1)
Compensation
and
Succession
Committee
Executive
Committee
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