Alaska Airlines and Horizon Air 2014 Annual Report Download - page 40

prominence, diversity, and age. The Governance
and Nominating Committee may also consider a
nominee’s CEO experience, senior-level
international experience, senior-level regulatory
or legal experience, and relevant senior-level
expertise in one or more of the following areas:
finance, accounting, sales and marketing, safety,
organizational development, information
technology, and government and public relations.
Different substantive areas may assume greater
or lesser significance at particular times, in light
of the Board’s present composition and the
Committee’s (or the Board’s) perceptions about
future issues and needs.
For a candidate to serve as an independent
director, an independent and questioning
mindset is critical. The Committee also
considers a prospective candidate’s workload
and whether he or she would be able to attend
the vast majority of Board meetings, be willing
and available to serve on Board committees, and
be able to devote the additional time and effort
necessary to keep up with Board matters and the
rapidly changing environment in which the
Company operates.
Board diversity is considered broadly, not merely
with regard to race, gender, or national origin,
but also with regard to general background,
geographical location, and other factors. The
consideration of diversity is implemented through
discussions at the Governance and Nominating
Committee. In addition, on an annual basis, as
part of the Board’s self-evaluation, the Board
assesses whether the mix and diversity of board
members is appropriate for the Company.
Board Leadership
The Company’s board leadership generally
includes a combined chairman and CEO role
with a strong, independent lead director;
however, in 2012-2013 the Board
temporarily separated the roles of chairman
and CEO in connection with the transition to
a new CEO.
In choosing generally to combine the roles
of chairman and CEO, the Board takes into
consideration the highly technical nature of
the airline business and the importance of
deep, industry-specific knowledge and a
thorough understanding of the Company’s
business environment in setting agendas
and leading the Board’s discussions.
Combining the roles also provides a clear
leadership structure for the management
team. Because the CEO has a depth of
understanding of the many complexities of
the airline business, the regulatory
environment, and the Company’s strategy –
all of which are of critical importance to the
Company’s performance – the Board
believes that he or she generally is best
suited to serve as chairman and to preside
over the majority of the Board’s discussions,
with the exception of the regular sessions of
the independent directors, which are led by
the independent lead director.
By creating an independent lead director role
with specific authority, the Board is able to
ensure objective evaluation of management
decisions and performance and to provide
independent leadership for director and
management succession planning and other
governance issues. The lead director’s
responsibilities are:
• to preside at all meetings where the
board chairman is not present or where
the board chairman could be perceived
as having a conflict of interest, including
but not limited to periodic meetings of
non-management directors as described
in Section 1.1.12 of the Company’s
Corporate Governance Guidelines;
• to approve the board meeting agendas
and meeting schedules to ensure
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