Board Meetings and Committees

THE ALLSTATE CORPORATION BOARD OF DIRECTORS

Meetings in 2016: 7

Independent Lead Director: Judith A. Sprieser

Chair: Thomas J. Wilson

Key Responsibilities:

“The primary role and responsibility of the Board of Directors is to oversee the affairs of the Corporation for the benefit of the stockholders. . . . [including] oversight of the Corporation’s strategy, business performance, capital structure, management selection, compensation programs, shareholder advocacy, corporate reputation,

social responsibility initiatives, ethical business practices, and Board and Committee structure and operations.”

-Allstate’s Corporate Governance Guidelines

10 of 11 Allstate directors are independent

Executive sessions without management present at every in-person meeting
Strategy discussion at every meeting, including a meeting devoted solely to that topic
Succession planning discussed at four meetings annually
Judith A. Sprieser,
Independent Lead Director

“Oversight of Allstate’s strategy was an important area of focus for our Board and this was a key part of our meetings in 2016. We also formalized and expanded the responsibilities of the lead director and committee chairs in response to stockholder feedback. We continue to evaluate our directors to ensure the optimal mix of skills, experience and diversity to effectively execute the Board’s responsibilities. This Board is well informed, actively engaged and highly collaborative.”

AUDIT
COMMITTEE(1)

Meetings in 2016: 10

Chair:Mary Alice Taylor

Other Members:

  • Kermit R. Crawford
  • Michael L. Eskew
  • Siddharth N. Mehta

Key Responsibilities:

  • Oversees integrity of financial statements and other financial information and disclosures
  • Oversees the system of internal control over accounting and financial reporting and disclosure controls and procedures
  • Reviews the enterprise risk control assessment and guidelines, including cybersecurity risk and the major financial risk exposures and management steps to monitor and control those risks
  • Oversees the ethics and compliance program and compliance with legal and regulatory requirements
  • Appoints, retains, and oversees the independent registered public accountant, and evaluates its qualifications, performance and independence
  • Retains independent cybersecurity advisor
  • Oversees Allstate’s internal audit function
  • Has authority to engage independent counsel and other advisors to carry out its duties

“We discussed risk at five of our meetings, and engaged an independent advisor to review Allstate’s cybersecurity risks and controls. We anticipate that this will continue to be an area of focus throughout 2017.”
Mary Alice Taylor,
Chair

Report, pg. 75

COMPENSATION AND
SUCCESSION COMMITTEE

Meetings in 2016: 6

Chair: John W. Rowe

Other Members:

  • Michael L. Eskew
  • Herbert L. Henkel
  • Andrea Redmond

Key Responsibilities:

  • Oversees Allstate’s executive compensation plans
  • Has authority to retain the committee’s independent compensation consultant
  • Assists the Board in determining all compensation elements of the executive officers, including the CEO
  • Reviews the Compensation Discussion and Analysis and prepares the Compensation Committee Report in this proxy statement
  • Reviews management succession plans, evaluation processes and organizational strength
  • Reviews CEO’s performance in light of approved goals and objectives

“In 2016, we spent a considerable amount of time on the performance metrics in our short- and long-term incentive programs to ensure the programs, as a whole, continued to align with the long-term interests of our stockholders. We also added a fourth discussion on management succession.”
John W. Rowe,
Chair

Report, pg. 49

NOMINATING AND
GOVERNANCE COMMITTEE

Meetings in 2016: 6

Chair: Andrea Redmond

Other Members:

  • Kermit R. Crawford
  • Jacques P. Perold
  • John W. Rowe
  • Judith A. Sprieser

Key Responsibilities:

  • Recommends candidates for Board election and nominees for Board committees
  • Recommends candidates for lead director and Chair
  • Recommends criteria for selecting directors and the lead director, and determines director independence
  • Reviews the Corporate Governance Guidelines and advises the Board on corporate governance issues
  • Determines performance criteria and oversees the performance assessment of the Board, Board committees, and lead director
  • Reviews Allstate’s non-employee director compensation program
  • Has authority to retain a director search firm and director compensation consultant

“We spent a considerable amount of time discussing the role of the independent lead director, reflecting on last year’s stockholder vote and subsequent dialogue with stockholders and governance firms. As a result, we made additional changes to the responsibilities of this role. Board composition and refreshment were also important areas of focus. We were also thrilled to add Perry Traquina to our Board.”
Andrea Redmond,
Chair

RISK AND RETURN
COMMITTEE

Meetings in 2016: 5

Chair: Siddharth N. Mehta

Other Members:

  • Herbert L. Henkel
  • Jacques P. Perold
  • Judith A. Sprieser
  • Mary Alice Taylor

Key Responsibilities:

  • Assists the Board in risk and return governance and oversight
  • Reviews risk and return processes, policies, and guidelines used by management to evaluate, monitor, and manage enterprise risk and return (particularly related to Allstate’s business strategy, capital structure and operating plans)
  • Reviews Allstate’s enterprise risk and return management function, including its performance, organization, practices, budgeting, and staffing
  • Supports the audit committee in its oversight of risk assessment and management policies
  • Has authority to retain outside advisors to assist in its duties

“The committee is focused on building Allstate’s exceptional risk management practices and capital and risk allocation processes. Expanding governance of model risk, operational risk management and talent development were key priorities in 2016.”
Siddharth N. Mehta,
Chair

EXECUTIVE
COMMITTEE

Meetings in 2016: No meetings were necessary

Chair: Thomas J. Wilson

Other Members:

  • Siddharth N. Mehta
  • Andrea Redmond
  • John W. Rowe
  • Judith A. Sprieser
  • Mary Alice Taylor

Key Responsibilities:

  • Has the powers of the Board in the management of Allstate’s business affairs to the extent permitted under the bylaws, excluding any powers granted by the Board to any other committee of the Board
  • Provides Board oversight if outside the scope of established committees or if an accelerated process is necessary
  • Comprised of lead director, committee chairs and Chair

Each committee operates under a written charter and has the ability to hire third-party advisors. Outside experts such as independent auditors, compensation consultants, governance specialists, cybersecurity experts, board search firm representatives, and financial advisors attend meetings to provide directors with additional information on issues. All committees, other than the executive committee, used independent external consultants in 2016.

(1) The Board determined that all members of the audit committee are independent under the New York Stock Exchange and SEC requirements, and that Mrs. Taylor and Messrs. Eskew and Mehta are each an audit committee financial expert as defined under SEC rules. Ms. Sprieser and Messrs. Rowe and Traquina also have the background and experience to qualify as audit committee financial experts.