Allstate 2008 Annual Report Download - page 14

in Regulation S-K, Item 407(d)(5) under the Securities Exchange Act of 1934, and each member of the committee
is independent under the listing standards of the NYSE.
The committee is responsible for, among other things, the selection, appointment, compensation, and
oversight of the work of the independent registered public accountant in preparing or issuing an audit report or
related work. The committee reviews Allstate’s annual audited and quarterly financial statements and recommends
to the Board of Directors whether the audited financial statements should be included in Allstate’s annual report
on Form 10-K and in the annual report to stockholders. The committee examines Allstate’s accounting and
auditing principles and practices affecting the financial statements and discusses with its independent registered
public accountant those matters required to be discussed in accordance with the Public Company Accounting
Oversight Board’s generally accepted auditing standards, including the requirements under the statement on
Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380) and Securities and
Exchange Commission Rule 2-07 of Regulation S-X and other matters as it deems appropriate. The committee
also reviews the scope of the audits conducted by the independent registered public accountant and the internal
auditors as well as the qualifications, independence, and performance of the independent registered public
accountant. The committee is responsible for the review and approval of Allstate’s Code of Ethics as well as the
adoption of procedures for the receipt, retention, and treatment of complaints regarding accounting, internal
accounting controls, and auditing matters. The committee conducts independent inquiries when deemed
necessary to discharge its duties. The committee has the authority to retain independent outside counsel,
accountants, and other advisers to assist it in the conduct of its business. The committee discusses with
management the Corporation’s processes of risk assessment and risk management, including the Corporation’s
major financial risk exposures and the steps management has taken to monitor and control them.
The committee provides functional oversight to Allstate’s Internal Audit Department. The Internal Audit
Department provides objective assurance and consulting services that are used to assure a systematic, disciplined
approach to the evaluation and improvement of effective risk management, control, and governance processes.
The committee reviews the overall adequacy and effectiveness of the Corporation’s legal, regulatory, and ethical
compliance programs.
Our chief executive officer, chief financial officer, general counsel, and secretary, as well as the controller and
senior internal audit officer participate in the committee’s meetings. However, executive sessions of the committee
are scheduled and held throughout the course of a year, including sessions in which the committee meets with
the independent registered public accountant and the senior internal audit officer.
The committee reviews its performance at the end of each non-telephonic meeting and reviews its charter
each year. The committee charter is available on the Corporate Governance portion of allstate.com. It 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. The Audit Committee Report is included herein on page 76.
Compensation and Succession Committee.
The Compensation and Succession Committee is chaired by Mr. Riley and includes Mrs. Taylor and
Messrs. Ackerman, Beyer, Farrell, Greenberg, and LeMay. All members of the committee are independent under
the listing standards of the NYSE. The committee assists the Board in fulfilling its oversight responsibilities with
respect to the compensation of the chief executive officer and other executive officers. The committee annually
reviews the management organization and succession plans for Allstate, including each of its significant operating
subsidiaries, and recommends nominees for certain officer positions. The committee is responsible for
recommending executive officer salaries and compensation packages to the Board. The committee has oversight
responsibility for the salary administration program for elected officers of the Corporation and its principal
operating subsidiaries.
The committee administers our Annual Covered Employee Incentive Compensation Plan, Annual Executive
Incentive Compensation Plan, and Long-Term Executive Incentive Compensation Plan. These are plans pursuant to
which officers of The Allstate Corporation and its principal operating subsidiaries at the vice president level and
above are eligible to earn annual and long-term cash incentive compensation awards. The committee determines
the performance measures for earning awards and the amount of awards payable upon the achievement of
threshold, target, and maximum goals with respect to the performance measures. At the end of the relevant
performance period, the committee reviews the extent to which the goals have been achieved and approves the
actual amount of the cash incentive awards.
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Proxy Statement