Allstate 2014 Annual Report Download - page 33

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Corporate Governance Practices
• In 2013, the Board added a risk and return
Board Leadership Structure and Practices committee as a standing committee of the Board to
• Allstate’s Corporate Governance Guidelines allow the ensure sufficient expertise and continuity between
Board the flexibility to assign the chairman and CEO the Board’s bi-annual reviews. The following are the
responsibilities to best meet Allstate’s interests. key responsibilities of the risk and return committee:
• The roles of chairman and CEO were split during a • Assists the Board in risk and return governance
transition of leadership in 2007 and 2008. and oversight.
• The Board has determined that Allstate currently is • Reviews risk and return process, policies, and
well-served by now having these roles performed by guidelines used to evaluate, monitor, and manage
Mr. Wilson, who provides unified leadership and enterprise risk and return.
direction for management to execute our strategy • Supports the audit committee in its oversight of
and business plans. risk controls and management policies.
Lead Director • The risk and return committee meets in executive
session with the chief risk officer at each meeting.
The Board has an independent lead director who:
• The Board, audit, and risk and return committees
• Works with the chairman in developing Board provide oversight of cybersecurity risk.
meeting agendas and information provided to shape
Board dialogue. • The audit committee provides oversight and
guidance on Allstate’s controls around key risks, and
• Chairs executive sessions of independent directors reviews the major financial risk exposures and the
at every Board meeting. steps to monitor and control those risks. As such,
• Facilitates the Board’s performance evaluation of the cybersecurity risk oversight was expanded in 2014
CEO in conjunction with the chair of the nominating to supplement the oversight provided by the Board
and governance committee. and risk and return committee. The audit committee
conducts quarterly reviews to:
• Facilitates the evaluation of individual director
performance in conjunction with the chairman and • Oversee the efficacy of cybersecurity risk
the chair of the nominating and governance initiatives and related policies and procedures.
committee. • Receive regular reports from the chief risk officer
• Communicates with significant stockholders on and chief cybersecurity officer, who are tasked
matters involving broad corporate policies and with monitoring cybersecurity risk, and from
practices. outside experts to supplement management
reports.
• Serves as a liaison between the chairman and the
independent directors. • The chairs of the risk and return committee and the
audit committee are members of both committees
• Presides at all Board meetings at which the to enhance cross-committee communication at the
chairman is not present. Board level.
F. Duane Ackerman, who has served as the lead • Our compensation and succession committee and
director since 2014, is retiring at the 2015 annual nominating and governance committee each
meeting of stockholders. The Board has determined regularly meet and review the major risks and
that Ms. Sprieser will be the new lead director mitigation activities relating to their respective areas
effective after the 2015 annual meeting, assuming her of responsibility and oversight.
re-election.
Risk Management and Compensation
Board Role in Risk Oversight
• A review and assessment of potential
• The Board is responsible for the oversight of compensation-related risks is conducted by the chief
Allstate’s strategy, business results, and risk officer. We believe our compensation policies
management, including risk management. and practices are appropriately structured and do
• The Board formally reviews Allstate’s overall risk not provide incentives for employees to take
position twice a year and uses external resources unnecessary and excessive risks.
when appropriate to assess the enterprise risk and
return management process.
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PROXY STATEMENT
The Allstate Corporation