Allstate 2015 Annual Report Download - page 28

22 www.allstate.com
CORPORATE GOVERNANCE
Related Person Transactions
The nominating and governance committee has
adopted a written policy on the review, approval,
or ratification of transactions with related persons,
which is posted on the Corporate Governance
section of allstateinvestors.com.
There were no related person transactions identified
for 2015.
The committee or committee chair reviews
transactions with Allstate in which the amount
involved exceeds $120,000 and in which any related
person had, has, or will have a direct or indirect
material interest. In general, related persons are
directors, executive officers, their immediate family
members, and stockholders beneficially owning 5%
or more of our outstanding stock. The committee
or committee chair approves or ratifies only those
transactions that are in, or not inconsistent with, the
best interest of the corporation and its stockholders.
Transactions are reviewed and approved or ratified
by the committee chair when it is not practicable
or desirable to delay review of a transaction until a
committee meeting. The chair reports any approved
transactions to the committee. Any ongoing,
previously approved or ratified related person
transactions are reviewed annually.
Stockholder Engagement
Allstate has an ongoing proactive practice of
discussing corporate governance issues with
significant stockholders throughout the year.
Dialogue, transparency and responsiveness are the
cornerstones of our practice. Such discussions are
held before the annual meeting, during stockholder
voting, and after the annual meeting and include
our chairman and CEO. Such discussions may also
include our lead director or committee chairs.
Direct engagement typically involves stockholders
representing approximately one-third of our total
outstanding shares. We also engage with proxy and
other investor advisory firms that represent the
interests of various stockholders. In addition to input
on current governance and executive compensation
topics specific to Allstate, we invite discussion
on any other topics or trends stockholders may
wish to share with us. Their input is reported
to the nominating and governance committee,
which in turn allocates specific issues to relevant
Board committees for further consideration. Each
Board committee reviews relevant feedback and
determines if additional discussion and actions
are necessary by the respective committee or full
Board. In addition, broader investor surveys provide
perspective on investor concerns.
During 2015, Allstate spent a significant amount
of time discussing with its stockholders the
advisability of implementing a proxy access right
at Allstate, including the appropriate terms and
conditions for the right. After many investor
meetings and several focused discussions by the
nominating and governance committee and Board,
the Board amended Allstate’s bylaws in November
2015 to implement proxy access. The right will
become available to stockholders for the 2017
annual meeting.
Stockholder Engagement Cycle
BALANCED
TRANSPARENT
RESPONSIVE
THOUGHTFUL
Before Annual Meeting
- Preview plans for
governance and
compensation issues/
actions.
- Request feedback.
During Stockholder Voting
- Follow up on previous
conversations and discuss
final Board decisions and
reasoning.
- Review vote proposals
and solicit support for
Board recommendations.
After Annual Meeting
- Reflect on results from
annual meeting vote.
- Discuss potential actions
in response to results and
new governance and
compensation topics
of interest for the
upcoming year.
ANNUAL MEETING OF
STOCKHOLDERS
NEW