Allstate 2014 Annual Report Download - page 19

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Corporate Governance Practices
Nomination Process for Board Election
The Board continuously identifies potential director candidates in anticipation of retirements, resignations, or the
need for expanded capabilities. The graphic and bullets below describe the ongoing nominating and governance
committee process to identify highly qualified candidates for Board service.
Consider current Board
skill sets and needs
Identify candidates with search firm
and Board input
CANDIDATE QUALITIES
Criteria from
Allstate’s governing
documents
Check conflicts of interest
and references
Nominating and governance
dialogue
Meet with qualified
candidates
Nominating and
governance
dialogue
Board
dialogue and
decision
Core
competencies
Non-biased
independent
judgment
Inclusive
diversity
Skills serving
existing or
future business
needs
Added five highly qualified directors in
the past three years.
Strategic oversight, corporate governance,
stockholder advocacy, and leadership.
All candidates screened for conflicts of interests.
All directors are independent, except the CEO.
Considered 75 potential candidates since 2011.
• Board nominees are identified through a retained • Based on these results, the committee decides
search firm, suggestions from current directors and which candidates warrant further consideration.
stockholders, and other solicitations including • Certain directors are designated to meet with each
self-nominations. Our newest director, Mr. Eskew, candidate. At the same time, both the search firm
was identified by our current directors. and management conduct additional research and
• The nominating and governance committee analysis.
discusses the desired skills and perspectives. • Conclusions from due diligence and impressions
Directors evaluate all candidates for diversity of from meetings are discussed by the nominating and
background, expertise, and perspective, as well as governance committee. The committee recommends
the criteria described in our Corporate Governance candidates for election to the Board. All nominees
Guidelines on allstateinvestors.com. satisfy requirements of Allstate’s bylaws and
• Following this initial screening, management corporate governance guidelines.
conducts deeper inquiries to determine whether The Board ultimately is responsible for naming
there are any existing or potential business conflicts nominees for election or appointing directors to serve
with the candidate or any business entity affiliated until election at the next annual meeting.
with that candidate.
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