Allstate 2008 Annual Report Download - page 12

relationships, or arrangements described in category 1 with respect to each independent director; and category 4
with respect to entities with which Messrs. Beyer and Greenberg are affiliated.
Categorical Standards of Independence
1. An Allstate director’s relationship arising from (i) only such director’s position as a director of another
corporation or organization; (ii) only such director’s direct or indirect ownership of a 5% or less equity
interest in another corporation or organization (other than a partnership); (iii) both such position and
such ownership; or (iv) such director’s position only as a limited partner in a partnership in which he or
she has an interest of 5% or less;
2. An Allstate director’s relationship arising from an interest of the director, or any entity in which the
director is an employee, director, partner, stockholder or officer, in or under any standard-form insurance
policy or other financial product offered by the Allstate Group in the ordinary course of business;
3. An Allstate director’s relationship with another company that participates in a transaction with the
Allstate Group (i) where the rates or charges involved are determined by competitive bid or (ii) where
the transaction involves the rendering of services as a common or contract carrier (including any airline)
or public utility at rates or charges fixed in conformity with law or governmental authority;
4. An Allstate director’s relationship with another company that has made payments to, or received
payments from, the Allstate Group for property or services in an amount which, in the last fiscal year,
does not exceed the greater of $1 million or 2% of such other company’s consolidated gross revenues
for such year;
5. An Allstate director’s position as an executive officer of a tax exempt organization to which the
aggregate amount of discretionary contributions (other than employee matching contributions) made by
the Allstate Group and The Allstate Foundation in any of the last three fiscal years of the tax exempt
organization were equal to or less than the greater of $1 million or 2% of such organization’s
consolidated gross revenues for such year; and
6. An Allstate director’s relationship with another company (i) in which the Allstate Group makes
investments or (ii) which invests in securities issued by the Allstate Group or securities backed by any
product issued by the Allstate Group, all in the ordinary course of such entity’s investment business and
on terms and under circumstances similar to those available to or from entities unaffiliated with such
director.
Majority Votes in Director Elections
In accordance with Allstate’s bylaws, each director must be elected by a majority of the votes cast.
Board Structure, Meetings and Board Committees
The current Board has ten directors and three committees. The following table identifies each committee, its
members, and the number of meetings held during 2008. Each committee operates under a written charter that
has been approved by the Board. Each charter is available on the Corporate Governance portion of allstate.com.
Each charter is also available in print upon request made to the Office of the Secretary, The Allstate Corporation,
2775 Sanders Road, Suite A3, Northbrook, Illinois 60062-6127. All of the members of each committee have been
determined to be independent by the Board within the meaning of applicable laws, the listing standards of the
NYSE, and the Director Independence Standards as in effect at the time of determination. A summary of each
committee’s functions and responsibilities follows the table.
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Proxy Statement