Alaska Airlines and Horizon Air 2007 Annual Report Download - page 38

compensation consultants and other outside
experts or advisors as it believes to be
necessary or appropriate to carry out its duties.
In 2007, the Compensation Committee retained
the firm of Deloitte Consulting LLP (“Deloitte
Consulting”) as independent compensation
consultants to assist it in determining
compensation matters for our senior executive
officers.
During 2007, the Committee reviewed its
charter and recommended that the Board of
Directors modify the charter to update the
fiduciary functions of the Alaska Air Group
Defined Contribution Retirement Plan
Administrative Committee.
Governance and Nominating Committee
Pursuant to its charter, the Governance and
Nominating Committee’s responsibilities include
the following:
1. Develop and monitor the Corporate
Governance Guidelines.
2. Evaluate the size and composition of the
Board and annually review compensation paid to
members of the Board.
3. Develop criteria for Board membership.
4. Evaluate the independence of existing
and prospective members of the Board.
5. Seek qualified candidates for election to
the Board.
6. Evaluate the nature, structure and
composition of other Board committees.
7. Take steps it deems necessary or
appropriate with respect to annual assessments
of the performance of the Board, and each Board
committee, including itself.
8. Annually review and reassess the
adequacy of the Committee’s charter and its
performance, and recommend any proposed
changes in the charter to the Board of Directors
for approval.
Safety Committee
Pursuant to its charter, the Safety
Committee’s responsibilities include the
following:
1. Monitor management’s efforts to ensure
the safety of passengers and employees.
2. Monitor and assist management in
creating a uniform safety culture that achieves
the highest possible industry performance
measures.
3. Periodically review with management and
outside experts all aspects of airline safety.
4. Evaluate the Company’s health, safety
and environmental policies and practices.
Board and Committee Meetings
In 2007, the Board of Directors held six
regular meetings. The standing Board
committees held the following number of
meetings in 2007:
• Audit Committee — 10
• Compensation Committee — 6
• Governance and Nominating
Committee — 5
• Safety Committee — 4
Each director attended at least 97% of all
Board and applicable committee meetings during
2007. Each director is expected to attend the
Company’s Annual Meeting of Stockholders. Last
year, all then-current directors attended the
annual meeting.
Board and Committee Independence
The Board of Directors of the Company has
determined that all of the directors except
Mr. Ayer, which includes each member of the
Audit Committee, Governance and Nominating
Committee, and Compensation Committee, are
independent under the NYSE listing standards
and the Company’s independent director
standards that are set forth in the Company’s
Corporate Governance Guidelines. In making its
determination, the Board of Directors considered
the amount of charitable contributions made by
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