In no event will a director be considered “independent” unless the Board of Directors affirmatively determines that the director has no material relationship with Alcoa Inc. (“Alcoa”) or any subsidiary in the consolidated group (together with Alcoa, the “company”), either directly or as a partner, shareholder or officer of an organization that has a relationship with the company, other than the director’s relationship with Alcoa as a director. In each case, the Board shall consider all relevant facts and circumstances and shall apply these Director Independence Standards.
If, within the last three years:
The director is or has been an employee of the company; or
An immediate family member of the director is or has been an executive officer of the company; or
The director has received, or his or her immediate family member has received, during any 12 month period within the last three years more than $120,000 in direct compensation from the company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service) (Compensation received by an immediate family member for service as an employee of the company (other than an executive officer) need not be considered in determining independence under this test.); or
The director or an immediate family member is a current partner of a firm that is the company’s external auditor; or
The director or an immediate family member is a current employee of the external auditor and personally works on the company’s audit; or
The director or an immediate family member was, within the last three years, a partner or employee of the external auditor and personally worked on the company’s audit within that time; or
The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of the listed company’s present executive officers at the same time serves or served on that company’s compensation committee; or
The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Alcoa Inc. for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues.
In addition to the independence standards applicable to independent directors generally, Audit Committee members may not accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the company, other than director fees and any regular benefits that other directors receive for services on the board or board committees.
The determination of whether a director is independent will be made by the directors who satisfy the independence standards.
For purposes of the determination of a director’s independence, “immediate family member” means a director’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares the director’s home. When applying the three-year look-back provision, individuals will not be considered who are no longer immediate family members as a result of legal separation, divorce, death or incapacity.
As used herein, “executive officer” means the executive officers of the company designated by the board of directors.
These Director Independence Standards list all material relationships between Alcoa and a director of Alcoa. Any relationships not listed above and not required to be disclosed under Item 404 of Regulation S-K of the Securities and Exchange Commission are deemed to be categorically immaterial.
(Rev. January 2009)
This policy is downloadable
You can download and read a pdf file of Alcoa's Director Independence Standards