Allstate 2015 Annual Report Download - page 23

The Allstate Corporation 2016 Proxy Statement 17
CORPORATE GOVERNANCE
BOARD COMPOSITION
The Board and nominating and governance
committee believe that each director should
be well-versed in strategic oversight, corporate
governance, stockholder advocacy, and leadership
in order to be an effective member of the Allstate
Board. In addition to this fundamental expertise,
the Board and committee seek directors with
corporate operating experience, relevant industry
experience, financial expertise, and compensation
and succession experience. The Board and
committee also consider experience in the following
areas: investment management, technology, risk
management, innovation, customer focus, and
global operations.
The Board and committee expect each non-
employee director to be free of interests or
affiliations that could give rise to a biased approach
to directorship responsibilities or a conflict of
interest and be free of any significant relationship
with Allstate that would interfere with the director’s
exercise of independent judgment. The Board and
committee also expect each director to devote the
time and effort necessary to serve as an effective
director and act in a manner consistent with a
director’s fiduciary duties of loyalty and care. Allstate
executive officers may not serve on boards of other
corporations whose executive officers serve on
Allstate’s Board.
Nomination Process For Board Election
The Board continuously identifies potential director candidates in anticipation of retirements, resignations,
or the need for additional capabilities. The graphic below describes the ongoing nominating and governance
committee process to identify highly qualified candidates for Board service.
Allstate identifies candidates with search firm and Board input. Qualities sought in candidates include:
• Core competencies
• Non-biased independent judgment
• Inclusive diversity
• Skills serving existing or future business needs
Additional criteria may be found in Allstate’s governing documents available at www.allstateinvestors.com
Board dialogue and
decision
Meet with qualified candidates
Nominating and governance
committee dialogue
Nominating and governance
committee dialogue
Check conflicts of interest and
references
Consider current Board skill
sets and needs
Added six highly qualified directors in the past
four years
To consider shortlisted candidate(s)
To ensure appropriate personal qualities such as
independence of mind, being a team player and tenacity
Considered 100 candidates since 2011
All candidates are screened for conflicts of interests, and all
directors are independent, except the CEO
Ensure Board is strong in core competencies of strategic oversight,
corporate governance, stockholder advocacy and leadership
• Board nominees are identified through a retained
search firm, suggestions from current directors
and stockholders, and through other methods
including self-nominations. Our newest director,
Mr. Perold, was identified by our director
search firm.