Alaska Airlines and Horizon Air 2007 Annual Report Download - page 42

by the Committee. The Notice must
also include a written statement that
the stockholder submitting the proposal
and the candidate will make available to
the Committee all information
reasonably requested in furtherance of
the Committee’s evaluation of the
candidate.
• Regarding the stockholder submitting
the proposal, the person’s business
address and contact information and
any other information that would be
required to be disclosed in a proxy
statement or other filings required in
connection with the solicitation of
proxies for election of directors
pursuant to Section 14 of the Exchange
Act.
• The signature of each candidate and of
each stockholder submitting the
proposal.
The Notice shall be delivered in writing by
registered or certified first-class mail, postage
prepaid, to the following address:
Board of Directors
Alaska Air Group, Inc.
PO Box 68947
Seattle, WA 98168
The Corporate Secretary and General
Counsel will promptly forward the Notice to the
Chair of the Governance and Nominating
Committee.
d. Initial Consideration of Candidates
Recommended by Other Stockholders
If, based on the Committee’s initial
screening of a candidate recommended by a
Qualified Stockholder, a candidate continues to
be of interest to the Committee, the Chair of the
Committee will request that the CEO interview
the candidate and the candidate will be
interviewed by one or more of the other
Committee members. If the results of these
interviews are favorable, the candidate
recommended by a Qualified Stockholder will be
evaluated as set forth below. Except as may be
required by applicable law, rule or regulation, the
Committee will have no obligation to discuss the
outcome of the evaluation process or the
reasons for the Committee’s recommendations
with any Qualified Stockholder who made a
proposal.
3. Evaluation of Candidates
As to each recommended candidate that the
Committee believes merits consideration, the
Committee will cause to be assembled
information concerning the background,
qualifications and appropriate references of the
candidate, including information concerning the
candidate required to be disclosed in the
Company’s proxy statement under the rules of
the SEC and any relationship between the
candidate and the person or persons
recommending the candidate. The Committee
will then (i) determine if the candidate satisfies
the qualifications set forth below under the
caption “Policy on Minimum Qualifications for All
Directors”; (ii) conduct interviews with the
candidate as it deems necessary and
appropriate; and (iii) consider the contribution
that the candidate can be expected to make to
the overall functioning of the Board. The
Committee will then meet to consider and
finalize its list of recommended candidates for
the Board’s consideration.
The Governance and Nominating Committee
will consider incumbent candidates based on the
same criteria used for candidates recommended
by Qualified Stockholders, provided that
incumbents will also be considered on the basis
of the Committee’s annual evaluations of the
effectiveness of the Board, its committees and
their members.
Policy on Minimum Qualifications for All
Directors
While there is no formal list of
qualifications, the Governance and Nominating
Committee considers, among other things, the
prospective nominees’ relevant experience,
intelligence, independence, commitment, ability
to work with the Chief Executive Officer and
within the Board culture, prominence, diversity,
age, understanding of the Company’s business,
and other factors deemed relevant. For
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