Allstate 2012 Annual Report Download - page 16

• Has the powers of the Board to manage Allstate’s business affairs to the extent 0 None
F. Duane Ackerman permitted under the bylaws, excluding any powers granted by the Board to any
W. James Farrell other committee of the Board.
H. John Riley, Jr.
Judith A. Sprieser
Thomas J. Wilson*
* Chair (1) Separately established in accordance with the requirements of
Section 3(a)(58)(A) of the Securities Exchange Act of 1934.
(2) The Board has determined that Ms. Sprieser and Mr. Greenberg are each
individually qualified as an audit committee financial expert, as defined in
Regulation S-K, Item 407(d)(5) under the Securities Exchange Act of 1934,
and each is independent under the listing standards of the NYSE.
Board Leadership Structure Board Role in Risk Oversight
Allstate’s Corporate Governance Guidelines allow the Board The Board is responsible for the oversight of Allstate’s
the flexibility to allocate the responsibilities of chairman business and management, including risk management. In
and of chief executive officer in any way it considers to exercising this responsibility, the Board regularly reviews
be in Allstate’s best interests. Currently, Thomas J. strategy; business plans for Allstate’s property and
Wilson is the chairman of the Board as well as chief casualty business, life insurance and annuity business,
executive officer. The Board has determined that Allstate and investment portfolio; liquidity and use of capital; and
currently is well-served by having these roles performed legal, regulatory, and legislative issues. Twice a year, the
by Mr. Wilson, who provides unified leadership and Board reviews Allstate’s risk management objectives and
direction for management to execute our strategy and processes. This includes how management measures,
business plans. At other times, such as when Mr. Wilson evaluates, and manages exposure to risks posed by a
was transitioning into the CEO role in 2007, Allstate has wide variety of events and conditions, including the
split the roles of chairman and chief executive officer capital markets and natural catastrophes. The Board also
between two individuals. examines third-party assessments of these risk
management processes, including a comparison with peer
H. John Riley, Jr. is the Board’s independent lead director. organizations, leading industry practices, and emerging
As lead director, Mr. Riley: trends. The audit committee reviews quarterly reports on
• Presides at all Board meetings at which the chairman is risk management and discusses risk assessment and
not present and at all executive sessions. management processes with Allstate executives, including
the chief risk officer. Both the audit committee and full
• Serves as a liaison between the chairman and the Board monitor whether Allstate’s strategies balance risk
independent directors when necessary to provide a and return within a clear set of risk tolerances and
supplemental channel of communication. whether risk management processes are executed as
• Works with the chairman in developing Board meeting designed.
agendas, schedules, and information provided to the
Board. Board Role in Management Succession
• Participates in the evaluation of the performance of the One of the Board’s responsibilities is to oversee the
chief executive officer. recruitment, development, and retention of executive
talent to successfully pursue Allstate’s strategic vision
• Participates in the evaluation of the Board’s and operating priorities. Management succession is
performance. discussed by the Board, in executive session or in
• Communicates with significant stockholders on matters committee meetings, as appropriate. As described in our
involving broad corporate policies and practices when Corporate Governance Guidelines, the chief executive officer
appropriate. meets at least annually with the compensation and
succession committee and the nominating and
governance committee, either separately or jointly, as
appropriate, to discuss succession planning and
5
Corporate Governance Practices
Committee and Meetings Committee
Members Functions in 2011 Report
Executive
| The Allstate Corporation
PROXY STATEMENT