Alaska Airlines and Horizon Air 2014 Annual Report Download - page 36

Director Independence
The Board of Directors of the Company has
determined that all of the directors, except
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 considered the charitable contributions
made by the Company to charitable organizations
with which any of its directors are affiliated. In
this regard, the Board considered the value of
charitable contributions made to an organization
with which Ms. Bedient is affiliated as a member
of its advisory board. In addition, in light of
Ms. Savitt’s employment as chief marketing
officer at Yahoo!, Inc. (Yahoo!), the Board also
considered Alaska Airlines’ purchase of online
marketing services from Yahoo! having a value of
less than 0.1% of each party’s annual gross
revenues. After consideration of these matters
and in accordance with the Board’s independent
director criteria, the Board affirmatively
determined that the matters did not represent
material relationships with the Company because
the amounts of the contributions were
immaterial with respect to the Company’s and
the outside organization’s annual revenues.
Each member of the Company’s Audit Committee
meets the additional independence, financial
literacy and experience requirements contained
in the corporate governance listing standards of
the NYSE relating to audit committees or as
required by the SEC. The Board has determined
that Ms. Bedient and Mr. Yeaman are audit
committee financial experts as defined in SEC
rules.
The Corporate Governance Guidelines are
available on the Company’s website at
www.alaskaair.com and are available in print to
any stockholder who submits a written request to
the Company’s Corporate Secretary.
Specifically, the Board has determined that
independent directors must have no material
relationship with the Company, based on all
material facts and circumstances. At a minimum,
an independent director must meet each of the
standards listed below.
1. The director, within the last three years, has
not been employed by and has no
immediate family member that has been an
executive officer of the Company.
2. Neither the director nor any immediate
family member has, in any 12-month period
during the last three years, received more
than $120,000 in direct compensation from
the Company other than compensation for
director or committee service and pension or
other deferred compensation for prior
service.
3. With regard to the Company’s independent
accountant’s firm (i) neither the director nor
any immediate family member is a current
partner of the Company’s independent
accountants firm; (ii) the director is not a
current employee of the independent
accountant’s firm; (iii) no immediate family
member is a current employee of the
independent accountant’s 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 accountant’s
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 served on the
compensation committee of a company that
employed the director or an immediate
family member.
5. The director is not currently an employee of
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,
24 CORPORATE GOVERNANCE