Alaska Airlines and Horizon Air 2014 Annual Report Download - page 42

for the next year. This subset of the risk matrix is
then designated for heightened oversight,
including periodic presentations by the
designated management executive to the
appropriate Board entity. Furthermore, these
areas of emphasis regarding risk are specifically
reviewed and discussed with executive
management during an annual executive officer
planning session, held during the third quarter of
each year, and are incorporated into the
development of the Company’s strategic plan for
the coming year.
As part of its oversight of the Company’s
executive compensation program, the
Compensation and Leadership Development
Committee, along with its independent
consultant and the Company’s management
team, has reviewed the risk impact of the
Company’s executive compensation. Based on
this review, the Company has concluded that its
executive compensation programs do not
encourage risk taking to a degree that is
reasonably likely to have a materially adverse
impact on the Company.
The Company believes that its leadership
structure, discussed in detail in the Board
Leadership section above, supports the risk
oversight function of the Board for the same
reasons that it believes the leadership structure
is most effective for the Company, namely that,
while facilitating open discussion and
communication from independent members of
the Board, it ensures that strategic discussions
are led by an individual with a deep
understanding of the highly technical and
complex nature of the airline business.
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 on the Company’s website
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.
Certain Relationships and Related Person 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 of 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
30 CORPORATE GOVERNANCE