Corporate Governance (continued)
retirement and savings plans. The Compensation and Benefits Committee periodically reviews Alcoas incentive structure to avoid encouraging material risk-taking through financial incentives.
Based on these determinations, the Company believes that it is not reasonably likely that Alcoas compensation and benefit plans incentivize undue risk or create risks that are reasonably likely to have a material adverse effect on us. See
What We Do in the Compensation Discussion and Analysis section of this Proxy Statement.
The Governance and Nominating
Committee considers risks related to corporate governance and oversees succession planning for the Board, the structure, function and composition of the Board, and the appropriate assignment of directors to the Board committees for risk
oversight and other areas of responsibilities.
The Safety, Sustainability and Public Issues Committee considers risks related to the Companys
reputation, and risks relating to safety and health, public policy, environmental sustainability, and social issues.
The Company believes that the Board leadership
structure supports its role in effective oversight of risk management. There is open communication between management and directors, and all directors are actively involved in the risk oversight function.
Communications with Directors
The Board welcomes input and suggestions. Stockholders and other interested parties wishing to contact the Chairman, individual directors, or the non-management directors as a group may do so by sending a written communication to the attention of the Chairman c/o Alcoa Corporation, 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212-5858.
To communicate issues or complaints regarding questionable accounting, internal accounting controls or auditing
matters, send a written communication to the Audit Committee c/o Alcoa Corporation, 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212-5858. Alternatively, you may place an anonymous, confidential, toll free call in the United
States to Alcoas Integrity Line at 1-800-346-7319. You may also make reports by web, email, or standard mail. For a listing
of web, email and mailing addresses, and of Integrity Line telephone numbers outside the United States, go to www.alcoa.com Who We AreEthics and ComplianceIntegrity Line. See also
www.alcoa.com InvestorsCorporate GovernanceContact Directors.
Communications addressed to the Board or to a Board member
are distributed to the Board or to any individual director or directors, as appropriate, depending upon the facts and circumstances outlined in the communication. The Corporate Secretarys Office will submit to the Board or to any individual
director or directors all communications received, excluding only those items that are not related to Board duties and responsibilities, such as junk mail and mass mailings; product complaints and product inquiries; new product or technology
suggestions; job inquiries and resumes; advertisements or solicitations; and surveys.
Related Person
Transactions
Review, Approval, and Ratification of Transactions with Related Persons
The Company has a written Related Person Transaction Approval Policy that governs the review, approval, and ratification of transactions between the
Company and related persons. The policy applies to any transaction in which Alcoa or a subsidiary is a participant, where the amount involved exceeds $120,000 and a related person has a direct or indirect material interest. A related person means
any director or executive officer of the Company, any nominee for director, any stockholder known to the Company to be the beneficial owner of more than 5% of any class of the Companys voting securities, and any immediate family member of any
such persons.
Under this policy, reviews are conducted by management to determine which transactions or relationships should be referred to the Governance and
Nominating Committee for consideration. The Governance and Nominating Committee then reviews the material facts and circumstances, considering the related persons interest in the transaction and other factors it deems appropriate, such as the
dollar value of the transaction, the relative benefits to be obtained and obligations to be incurred by the Company, and whether the terms of the transaction are comparable to those available to third parties, and
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