Corporate Governance
(continued)
The Compensation and Benefits Committee
considers risks related to the attraction and retention of talent,
the design of compensation programs and incentive arrangements, and the investment management of the Companys principal 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
Compensation Discussion and AnalysisExecutive Compensation Policies and PracticesWhat We DoMaintain a Conservative Compensation Risk Profile
.
The Governance and Nominating Committee
considers risks related to corporate governance, and oversees succession planning for 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 risk oversight. 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 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. On behalf of the Board, the Corporate Secretarys Office will submit to the Board 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 regarding 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 regarding a transaction and determines whether to approve, ratify, revise or reject a related person transaction, or to refer it to the full
Board or another committee of the Board for consideration. The Related Person Transaction Approval Policy operates in conjunction with other aspects of the Companys compliance
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