Alaska Airlines and Horizon Air 2010 Annual Report Download - page 49

CORPORATE GOVERNANCE
Structure of the Board of Directors
In accordance with the Delaware General
Corporation Law and the Company’s
Certificate of Incorporation and Bylaws, our
business affairs are managed under the
direction of our Board of Directors. Directors
meet their responsibilities by, among other
things, participating in meetings of the
Board and Board committees on which they
serve, discussing matters with our Chairman
and CEO and other officers, reviewing
materials provided to them, and visiting our
facilities.
Pursuant to the Bylaws, the Board of
Directors has established four standing
committees, which are the Audit Committee,
the Compensation Committee, the
Governance and Nominating Committee, and
the Safety Committee. Only independent
directors serve on these committees. The
Board has adopted a written charter for each
committee. The charters of the Audit,
Compensation, Governance and Nominating,
and Safety Committees are posted on the
Company’s website and can be accessed
free of charge at http://www.alaskaair.com/
and are available in print to any stockholder
who submits a written request to the
Company’s Corporate Secretary.
The table below shows the current
membership of the standing Board
committees. An asterisk (*) identifies the
chair of each committee.
Board Committee Memberships
Name Audit Compensation
Governance and
Nominating Safety
Patricia M. Bedient Š*
Marion C. Blakey ŠŠ
Phyllis J. Campbell Š*Š
Jessie J. Knight, Jr. ŠŠ
R. Marc Langland Š*
Dennis F. Madsen ŠŠ
Byron I. Mallott ŠŠ
J. Kenneth Thompson ŠŠ*
The principal functions of the standing Board
committees are as follows:
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.
ŠProxy
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