Alaska Airlines and Horizon Air 2012 Annual Report Download - page 48

CORPORATE GOVERNANCE
CODE OF CONDUCT AND ETHICS
The Company has adopted a Code of
Conduct and Ethics that applies to all
employees of the Company, including its
CEO, CFO, principal accounting officer and
persons performing similar functions. The
Code of Conduct and Ethics may be found
on the Company’s website at
www.alaskaair.com and is available in print
to any stockholder who requests it.
Information on the Company’s website,
however, does not form a part of this Proxy
Statement. The Company intends to
disclose any amendments (other than
technical, administrative or non-substantive
amendments) to, and any waivers from, a
provision of the Code of Conduct and Ethics
for directors or executive officers on the
Company’s website.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Policies and Procedures for Approval of Related
Person Transactions
The Board of Directors has adopted a
written policy for review, approval or
ratification of any transaction, arrangement
or relationship in which (i) the Company was,
is or will be a participant, (ii) the aggregate
amount involved exceeds $120,000 in any
calendar year, and (iii) a related person has
or will have a direct or indirect material
interest (other than solely as a result of
being a director or the beneficial owner of
less than 10% of another entity). For
purposes of the policy, a related person is
(i) any person who is, or at any time since
the beginning of the last fiscal year was, one
of the directors or executive officers or a
nominee to become a director, (ii) any
beneficial owner of more than 5% of the
Company’s common stock, or (iii) any
immediate family member of any the these
persons.
Under the policy, once such a transaction by
a related person has been identified, the
Audit Committee (or, for transactions that
involve less than $1 million in the
aggregate, the Chair of the Audit Committee)
must review the transaction for approval or
ratification. Members of the Audit
Committee or the Chair of the Audit
Committee, as applicable, will review all
relevant facts regarding the transaction in
determining whether to approve or ratify it,
including the extent of the related person’s
interest in the transaction, whether the
terms are comparable to those generally
available in arm’s-length transactions, and
whether the transaction is consistent with
the best interests of the Company. The
related person involved in the transaction
will not participate in the approval or
ratification process except to provide
additional information as requested for the
review. Once initially approved or ratified, all
transactions with related persons will be
reviewed at least annually.
The policy does not require review or
approval of the following transactions:
(i) employment by the Company of an
executive officer unless he or she is an
immediate family member of another related
person; (ii) any compensation paid by the
Company to a director; and (iii) a transaction
in which a related person’s interest arises
solely from the ownership of equity
securities and all holders of the securities
receive the same benefit on a pro-rata
basis.
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