Alaska Airlines and Horizon Air 2010 Annual Report Download - page 53

the independent accountants firm; (iii) no
immediate family member is a current
employee of the independent accountants
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 accountants 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.
Additionally, the Committee may, from time
to time, use its authority under its charter to
retain at the Company’s expense one or
more search firms to identify candidates
(and to approve any such firms’ fees and
other retention terms). If the Committee
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