Alaska Airlines and Horizon Air 2009 Annual Report Download - page 43
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been identified, responsibility has been
assigned to appropriate executives, and
assignments have been aligned for
appropriate Board oversight. Responsibility
for managing these risks includes strategies
related to both mitigation (acceptance and
management) and transfer (insurance). The
Risk Matrix is an ever-changing document
and is updated continuously. At a minimum,
the Audit Committee receives quarterly
written reports regarding the Program and an
annual in-person review of the Program’s
status by the Chief Compliance Officer.
The Program also provides that each year
the Audit Committee and the Governance
and Nominating Committee of the Air Group
Board work with the Chief Compliance
Officer and Air Group’s Management
Executive Committee to identify the most
pressing risk issues for the next year. This
subset of the Risk Matrix is then designated
for heightened oversight during the next
year, including in-person presentations by
the designated management executive to
the appropriate Board entity. Furthermore,
these areas of emphasis regarding risk(s)
are specifically reviewed and discussed with
executive management during an annual
executive officer planning session, in the
third quarter of each year, and are
incorporated into the process of developing
the AAG strategic plan for the coming year.
As part of its oversight of the Company’s
executive compensation program, the
Compensation Committee, along with its
current independent consultant Mercer
Consulting (retained by the Committee in
late 2009) and the Company’s management
team, has reviewed the risk impact of the
Company’s executive compensation. Based
on this review, the Company has concluded
that its executive compensation programs
do not encourage risk taking to a degree
that is reasonably likely to have a materially
adverse impact on the Company.
Executive Sessions and Lead Director
The Air Group Board holds regular executive
sessions of non-management directors
quarterly. As provided in the Charter of the
Governance and Nominating Committee, the
Lead Director who presides over these
executive sessions is the Chair of the
Governance and Nominating Committee.
ŠProxy
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