Allstate 2008 Annual Report Download - page 16

senior human resources officer also provides the committee with a detailed review of the estimated and actual
results for each of the corporate and business unit performance measures compared to threshold, target, and
maximum goals and the resulting estimated and actual payments to the executive officers.
Our chief financial officer’s attendance at committee meetings is one of the ways in which he, like the chief
executive officer, assures himself that our Compensation Discussion and Analysis is correct so that he can provide
the certification required by Section 302 of the Sarbanes-Oxley Act of 2002. In the course of a committee meeting,
he may also be called upon to explain details of financial results relevant to incentive compensation or other
financial measures or accounting rules. The general counsel is available at meetings to provide input on the legal
and regulatory environment. The secretary attends meetings to respond to questions about corporate governance
and to assist in the preparation of minutes.
The committee meets in executive session without management present several times throughout the year.
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 Compensation Committee Report is included herein on page 36.
Nominating and Governance Committee.
The Nominating and Governance Committee is chaired by Mr. Farrell and includes Ms. Sprieser and
Messrs. Riley and Smith. All members of the committee are independent under the listing standards of the NYSE.
The committee is responsible for recommending candidates to be nominated by the Board for election as
directors. In connection with its selection process, the committee is responsible for recommending appropriate
criteria and independence standards for adoption by the Board. The committee is responsible for making
recommendations with respect to the periodic review of the performance of the chief executive officer as well as
succession planning to the Board of Directors, including recommending nominees for election as the chief
executive officer. The committee advises and makes recommendations to the Board on matters of corporate
governance including periodic reviews of the Corporation’s Corporate Governance Guidelines, which are posted on
the Corporate Governance portion of allstate.com and are 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
committee is also responsible for the triennial review and assessment of the Corporation’s structural defenses. The
committee determines and recommends the criteria to be used for the assessment of the Board’s performance
and oversees the assessment of the Board. With Board oversight, the committee also administers non-employee
director compensation. The committee may retain independent consultants as needed to assist it with its
responsibilities.
The committee reviews its performance at the end of each non-telephonic meeting and reviews its charter
each year. The Nominating and Governance 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.
Our chief executive officer, general counsel, and secretary participate in the committee’s meetings. However,
the committee regularly meets in executive session without members of management present.
Nomination Process for Election to the Board of Directors
The Nominating and Governance Committee has responsibility for assessing the need for new Board
members to address specific requirements or to fill a vacancy. The committee initiates a search for a new director
by seeking input from the chief executive officer and other Board members. The committee may also retain a third
party search firm to identify potential candidates. In evaluating candidates, the committee applies the criteria set
forth in the Corporate Governance Guidelines, which are posted on the Corporate Governance portion of
allstate.com. All nominees recommended by the Board for election must comply with the applicable requirements
of the Corporation’s bylaws, which are also posted on allstate.com. Candidates who meet the requirements and
otherwise qualify for membership on the Board are identified and contacts are initiated with preferred candidates.
The full Board is kept apprised of the committee’s progress with its evaluations. The committee meets to consider
and approve final candidates who are then presented to the Board for endorsement and approval. The invitation
to join the Board may be extended by the full Board, the committee chairperson, or the chairman of the Board.
The Board is ultimately responsible for naming the nominees for election.
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Proxy Statement