Alaska Airlines and Horizon Air 2009 Annual Report Download - page 38

3. (i) Neither the director nor any immediate
family member is a current partner of the
Company’s independent auditor firm; (ii) the
director is not a current employee of the
independent auditor firm; (iii) no immediate
family member is a current employee of the
independent auditor firm working in its audit,
assurance or tax compliance practice; and
(iv) neither the director nor any immediate
family member was an employee or partner
of the independent auditor firm within the
last three years and worked on the
Company’s audit within that time.
4. Neither the director nor any immediate
family member has, within the last three
years, been part of an interlocking
directorate. This means that no executive
officer of the Company serves on the
compensation committee of a company that
employs the director or immediate family
member.
5. The director is not currently an employee,
and no immediate family member is an
executive officer, of another company (i) that
represented at least 2% or $1 million,
whichever is greater, of the Company’s
gross revenues, or (ii) of which the Company
represented at least 2% or $1 million,
whichever is greater, of such other
company’s gross revenues, in any of the last
three fiscal years. Charitable contributions
are excluded from this calculation.
The Board considers that the following
situations do not create material
relationships:
1. the receipt by a director of retirement
compensation earned under one or more
tax-qualified or nonqualified plans during the
director’s employment with the Company;
2. ordinary-course business between the
Company and an organization of which the
Board member is an officer or director,
where the amount of such business is
immaterial with respect to the Company’s or
the organization’s annual revenues; or
3. the receipt of cash or in-kind
contributions from the Company by a
tax-exempt charitable organization of which
the Board member is an officer or director,
the value of which is immaterial with respect
to the Company’s or the charitable
organization’s annual revenues.
For the purposes of these standards,
“Company” includes all Alaska Air Group
subsidiaries and other affiliates. “Immediate
family member” includes the director’s
spouse, domestic partner, parents, children,
siblings, mothers- and fathers-in-law, sons-
and daughters-in-law, and anyone sharing
the director’s home. The independence
standards for the members of the Audit
Committee provide that in addition to the
foregoing standards they may not (a) receive
any compensation other than director’s fees
for Board and Audit Committee service and
permitted retirement pay, or (b) be an
“affiliate” of the Company as defined by
applicable SEC rules.
Director Nomination Policy
Identification and Evaluation of Candidates
1. Internal Process for Identifying
Candidates
The Governance and Nominating Committee
(the “Committee”) has two primary methods
for identifying candidates (other than those
proposed by the Company’s stockholders,
as discussed below). First, on a periodic
basis, the Committee solicits ideas for
possible candidates from a number of
sources including, but not limited to,
members of the Board, senior-level Company
executives, individuals personally known to
the members of the Board, and research.
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