Governance

Allstate’s Corporate Governance Guidelines contain governance practices, policies and procedures of the Board of Directors.

Major elements of the guidelines include:

Responsibilities and principles of the Board
Board composition
Board meetings and materials; access to management and advisors
Committees
Communication with the Board

In 2010, our Board of Directors was comprised of 11 members including Thomas J. Wilson, who serves as Chairman of the Board, President and Chief Executive Officer of Allstate. Mr. Wilson has served as Chairman of Allstate since May 2008 and as President and Chief Executive Officer since January 2007.

The Board is responsible for selecting the Chairman of the Board and the Chief Executive Officer (CEO). Under Allstate's Corporate Governance Guidelines, the Board remains free to decide whether these positions should be held by the same person. The Board believes that flexibility in the allocation of the responsibilities of these two roles enables the Board to adapt the leadership function to changing circumstances.

The CEO reports annually to the Compensation and Succession Committee and full Board on succession planning and management development for senior executive officers. The senior management team is selected by the CEO and is responsible for the day-to-day management of the business. The Board acts as advisor to senior management and ultimately oversees its performance.

Allstate's Board of Directors has adopted "Director Independence Standards" which are used to determine that each nominee, with the exception of Mr. Wilson, is independent in accordance with Allstate's Corporate Governance Guidelines.

These guidelines include criteria that are used in selecting nominees for election to the Board. These criteria are periodically reviewed to ensure they appropriately reflect the issues that should be considered in evaluating director candidates. The Nominating and Governance Committee recommends criteria for assessment of the performance of the Board of Directors.

Management reports annually to the Nominating and Governance Committee the status of the Corporation's Board compensation in relation to peer companies. No specific element of the Board's compensation is directly based on the Corporation's social responsibility performance. To link compensation with corporate performance, a meaningful portion of each director's compensation is provided in the form of equity securities of the Corporation. Within five years of joining the Board, each director is expected to accumulate an ownership position in Allstate securities equal to five times the value of the annual cash retainer paid for Board service.

A full description of the Corporation's director compensation is provided in the Corporation's annual proxy statement available on the Investor Relations page within the About Allstate section of our website.

Process to Avoid Conflicts of Interest

Allstate's Code of Ethics applies to every Allstate employee including the Chairman, Chief Executive Officer, Chief Financial Officer, Controller, other senior financial and executive officers and to the Corporation's outside directors.

Allstate is frequently recognized for our social responsibility programs and overall leadership.

Mechanisms to Raise Issues to the Board

The Board has established a process for stockholders and other interested parties to communicate directly with its members as a group. The process is described in the annual proxy statement and an address and link are available on the Investor Relations page of Allstate's website.

Unionization

Allstate is not a unionized company. We recognize that unions play an important role in society, but the company does not believe a union can accomplish anything for our employees that they cannot accomplish for themselves by dealing directly with the company.

Taxes

Allstate provides a detailed breakdown of the taxes we pay by state. This can be found in our online Vital Statistics page.

Employment Law

Allstate, along with all other companies in the United States, must comply with the Worker Adjustment and Retraining Notification Act, which requires that employees receive 60 days warning of major layoffs and facility closings.

Oversight of Corporate Social Responsibility

Allstate's Office of Public Social Responsibility reports regularly to our Senior Management Team to keep them apprised of social responsibility issues and initiatives. More details regarding oversight can be found on the Risk Management page of this site.

More information on the Board of Directors and their role in our corporate social responsibility programs can be found on the Risk Management page of this site.