Allstate 2014 Annual Report Download - page 17

9MAR201204034531
15MAR201510432773
Corporate Governance Practices
Allstate has a history of strong corporate governance. By evolving our governance approach in light of best
practices, our Board drives sustained stockholder value and best serves the interests of Allstate stockholders.
Each year,
the performance of each director is assessed by
Each director must be the lead director, chairman of the Board, and
elected by a majority of votes cast, not a chair of the nominating and governance
plurality, in uncontested elections. committee. Feedback is provided as necessary.
Every other year, discussions are held with each
director to discuss future plans on continued
Board membership.
• Formal process to facilitate cross-committee
and Board communication.
• Self-evaluation process at the end of each
in-person committee and Board meeting.
• Committee reports provided to the Board
specifically ask if any issues need to be
Allstate regularly further reviewed by the entire Board.
engages with its stockholders to better
understand their perspectives.
Currently, all
independent committees utilize external
advisors.
The The report provides transparency
Board has determined that these members are on Allstate initiatives to promote sound public
independent within the meaning of applicable policy and can be found at
laws, NYSE listing standards, and the Director www.allstate.com/publicpolicyreport.
Independence Standards.
Allstate is committed to
operating its business with the highest level of
Each ethical conduct and has adopted a
committee other than the executive committee comprehensive Code of Ethics that applies to all
is made up of independent directors. Each of its employees, as well as the Board of
committee operates under a written charter Directors. Allstate’s Code of Ethics is available at
that has been approved by the Board and is www.allstatecodeofethics.com.
available to stockholders.
Allstate Significant
has a continuous process of reviewing emerging requirements strongly link the interests of
corporate governance issues and trends. The management with those of stockholders.
Board created a risk and return committee in
2013.
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 documents also is
available in print upon request made to the Office of the Secretary, The Allstate
Corporation, 2775 Sanders Road, Suite F7, Northbrook, Illinois 60062-6127. For your
convenience, you can scan this QR code with your mobile device to view our corporate
governance documents online.
7
PROXY STATEMENT
Annual election of all directors. Formal director evaluation process.
Majority vote standard.
No stockholder rights plan (‘‘poison pill’’).
No supermajority voting provisions.
Confidential voting. Board dialogue and interaction is
Stockholders holding 10% or more of our comprehensive.
outstanding stock have the right to call a
special meeting.
Stockholders holding 10% or more of our
outstanding stock have the right to request
action by written consent.
Stockholder engagement.
Each committee has the authority to retain
independent advisors.
Board committees review and assess
stockholder feedback to determine whether
action is necessary.
Annual report on corporate involvement with
9 out of 10 independent Board members. public policy.
Robust code of ethics.
Independent lead director.
Independent Board committees.
Expanded equity retention requirements for
Proactive Approach to Governance. senior executives in 2014.
The Allstate Corporation
⻬⻬
⻬
⻬
⻬
⻬⻬
⻬
⻬
⻬
⻬
⻬
⻬
⻬
⻬
⻬
⻬
⻬
⻬