Alaska Airlines and Horizon Air 2012 Annual Report Download - page 38
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CORPORATE GOVERNANCE
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, monitor and reassess from
time to time the Corporate Governance
Guidelines.
2. Evaluate the size and composition of
the Board.
3. Develop criteria for Board membership.
4. Evaluate the independence of existing
and prospective members of the Board.
5. Seek and evaluate 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.
8. Annually review and reassess the
adequacy of the Committee’s charter
and its performance, and recommend
any proposed changes in the charter to
the Board of Directors for approval.
Audit Committee
Pursuant to its charter, the Audit
Committee’s responsibilities include:
1. With regard to matters pertaining to the
independent registered public
accountants:
• Appoint them and oversee their work.
• Review at least annually their statement
regarding their internal quality-control
procedures and their relationship with
the Company.
• Maintain a dialog with respect to their
independence.
• Pre-approve all auditing and non-
auditing services they are to perform.
• Review annual and quarterly financial
statements and filings made with the
SEC.
• Receive and review communications
required from the independent
registered public accountants under
applicable rules and standards.
• Establish clear hiring policies for
employees and former employees of the
independent registered public
accountants.
• Review audited financial statements
with management and the independent
registered public accountants.
• Receive and review required
communications from the independent
registered public accountants.
2. With regard to matters pertaining to the
internal auditors:
• Review planned internal audits and their
results with the internal auditors.
• Review any changes to the internal
audit charter.
3. With regard to matters pertaining to
controls:
• Review major financial reporting risk
exposure and adequacy and
effectiveness of associated internal
controls.
• Review procedures with respect to
significant accounting policies and the
adequacy of financial controls.
• Discuss with management policies with
respect to risk assessment and risk
management, including the process by
22