A letter from Director Ross Soboleff, Why Governance is Important

Dear Shareholders,

Sealaska Corporation has had a Governance subcommittee of the Audit Committee for many years. In the past year, the Governance Committee has worked with the Board to develop and implement important policies and processes to build and strengthen Sealaska’s corporate governance. The Governance and Nominations Committee (G&N) makes recommendations on corporate governance to the full Sealaska Board, based on corporate best practices.

What is Corporate Governance?

Corporate Governance is not a familiar term to most people. A simple definition is the one we used at our Board Governance Retreat in December 2016: corporate governance is the system by which

companies are directed and controlled. The purpose of corporate governance is to facilitate effective, entrepreneurial and prudent management, that can deliver the long-term success of the company, for the benefit of the shareholders in compliance with legal and self-imposed rules. The Board of Directors is responsible for the governance of their companies.

Sealaska’s Governance and Nominations Committee Combined

As a common and best practice, most US companies have a single governance and nominations committee. A Governance and Nominations committee saves costs of having two committees, and eliminates overlaps that can affect board responsibilities like elections, board composition and board evaluations. The Sealaska Board considered the pros and cons of combining these two committees and approved a charter for the Sealaska Governance and Nominations Committee at the December 2016 board retreat.

Recently shareholders saw one of the results of the G&N Committee and Sealaska board actions on corporate governance: Sealaska conducted a nominations process to formulate a Board slate for the upcoming 2017 Annual Meeting. Judging by the number of individuals who submitted their names and materials, there is a significant pool of talent among shareholders who are interested and who offer their abilities to the board and shareholders.

According to the charter, G&N committee members who are currently up for election must abstain from the nominations process.

The G&N Committee has important responsibilities, among them the review of qualified potential board members to fill current or future, anticipated or unanticipated vacancies on the board. The purpose of this effort is to ensure that the Board has an active and effective succession plan in place, to ensure shareholders have qualified candidates to consider in annual elections.

Throughout this year, we will continue to work on these issues and others in our 2017 work plan, including board evaluation, board development and training, elections, conflict of interest, and other important issues.

The chief responsibility of any board of directors in corporate governance is “to ensure through prudent leadership and guidance that the company remains both in the short- and long-term financially viable while seeking every opportunity to increase shareholders’ wealth.” * Shareholders’ interests are at the center of good corporate governance.

As Chair, I want to thank the members of the Governance and Nominations Committee, Jodi Mitchell, Richard Rinehart, Ed Thomas, Barbara Cadiente-Nelson and Jackie Johnson Pata for their expertise and hard work on the committee. I also want to thank Tate London who chaired the Committee and who laid the foundation for the work we have accomplished, and Catherine Woods, our outside governance consultant for helping us prepare materials and work through important issues at the board level.


Ross Soboleff, Chair

Sealaska Governance & Nominations Committee


* “Governance as a corporate discipline”, Drew Stein, Handbook Board Governance, edited by Richard LeBlanc, p. 74.



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