Alaska Airlines and Horizon Air 2012 Annual Report Download - page 40
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CORPORATE GOVERNANCE
the Company’s equity and other long-
term incentive equity plans.
10. Administer, review and modify the
Company’s policy regarding recoupment
of certain compensation payments.
11. Produce the report on executive
compensation required for the annual
proxy statement.
12. 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.
Safety Committee
Pursuant to its charter, the Safety
Committee’s responsibilities include the
following:
1. Monitor management’s efforts to
ensure the safety of passengers and
employees of the Air Group companies.
2. Monitor and assist management in
creating a uniform safety culture that
achieves the highest possible industry
performance measures.
3. Review management’s efforts to ensure
aviation security and reduce the risk of
security incidents.
4. Periodically review with management
and outside experts all aspects of
airline safety.
5. Evaluate the Company’s health, safety
and environmental policies and
practices.
6. Annually review and reassess the
adequacy of the Committee’s
performance and its charter, and
recommend any proposed changes in
the charter to the Board of Directors for
approval.
Board and Committee Meetings
In 2012, the Board of Directors held four
regular meetings. The standing Board
committees held the following number of
meetings in 2012:
• Audit Committee — 4
• Compensation and Leadership
Development Committee — 6
• Governance and Nominating
Committee — 3
• Safety Committee — 5
Each director attended at least 92% of all
board and applicable committee meetings
during 2012. Each director is expected to
attend the Company’s Annual Meeting of
Stockholders. Last year, all directors but
one attended the annual meeting.
DIRECTOR INDEPENDENCE
The Board of Directors of the Company has
determined that all of the directors
excepting Mr. Ayer and Mr. Tilden and
including each member of the Audit
Committee, Governance and Nominating
Committee, and Compensation and
Leadership Development Committee, are
independent under the NYSE listing
standards and the Company’s independent
director standards that are set forth in the
Company’s Corporate Governance
Guidelines. In making its determination, the
Board of Directors considered the amounts
of charitable contributions made by the
Company to charitable organizations on
which Ms. Bedient, Mr. Langland, and
Mr. Yeaman serve as directors. After
consideration of this matter and in
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