Allstate 2015 Annual Report Download - page 25

The Allstate Corporation 2016 Proxy Statement 19
CORPORATE GOVERNANCE
BOARD LEADERSHIP STRUCTURE AND PRACTICES
Board Leadership
The Board regularly reviews Allstate’s leadership
structure and whether separating the roles of
Chairman and CEO is in the best interests of Allstate
and its stockholders.
At present, the Board has determined Allstate is
well-served by having these roles performed by
Mr. Wilson, who provides leadership and direction for
management and the Board. This promotes a strong
connection between the Board and management
that is still subject to strong independent oversight
by Allstate’s independent lead director and the
other independent directors. The Board believes
it benefits from the considerable knowledge and
perspective that Mr. Wilson has acquired from more
than 21 years of insurance industry experience.
Given his extensive company knowledge, he is
uniquely qualified to lead discussions of the Board
and is in the best position to facilitate the flow of
business information and communications between
the Board and management.
Allstate’s Corporate Governance Guidelines do allow
the Board the flexibility to assign the Chairman
and CEO responsibilities to best meet Allstate’s
interests. For example, the roles of Chairman and
CEO were split during a transition of leadership in
2007 and 2008.
Lead Director
Allstate has had a strong lead director role in
place for over five years. Ms. Sprieser is Allstate’s
independent lead director and has served in
that role since the 2015 annual meeting. The
independent lead director responsibilities that
have been in place since 2011 include:
• Works with the Chairman in developing Board
meeting agendas and information provided to
shape Board dialogue.
• Chairs executive sessions of independent directors
at every in person Board meeting.
• Facilitates the Board’s performance evaluation
of the CEO in conjunction with the chair of the
compensation and succession committee.
• Facilitates the evaluation of individual director
performance in conjunction with the chair of
the nominating and governance committee and
the Chairman.
• Communicates with significant stockholders
on matters involving broad corporate policies
and practices.
• Serves as a liaison between the Chairman and the
independent directors.
• Presides at all Board meetings at which the
Chairman is not present.
Board Role in Risk Oversight
The Board is responsible for the oversight
of Allstate’s strategy, business results, and
management, including risk management. Board
meetings include discussions of long-term strategic
initiatives and topics.
The Board formally reviews Allstate’s overall risk
position twice a year and uses external resources
when appropriate to assess the enterprise risk and
return management processes.
In 2013, the Board added a risk and return
committee as a standing committee of the Board to
ensure sufficient expertise and continuity between
the Board’s bi-annual reviews. The following are the
key responsibilities of the risk and return committee:
• Assist the Board in risk and return governance and
oversight.
• Review the risk and return processes, policies, and
guidelines used to evaluate, monitor, and manage
enterprise risk and return.
• Support the audit committee in its oversight of
risk controls and management policies.
• Meet in executive session with the chief risk officer.
Cybersecurity risk oversight is provided by the
audit and risk and return committees and the full
Board (semi-annually).
The audit committee provides oversight and
guidance on Allstate’s controls related to key risks
and reviews the major financial risk exposures and
the steps to monitor and control those risks. As
such, cybersecurity risk oversight was expanded
in 2014 to supplement the oversight provided by
the Board and risk and return committee. The audit
committee conducts quarterly reviews to:
• Oversee the efficacy of cybersecurity risk
initiatives and related policies and procedures.
NEW