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Allstate Announces Corporate Governance Improvements.


NORTHBROOK, Ill. -- The Allstate Corporation board of directors today announced two improvements to its corporate governance Corporate Governance

The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law.
 practices. At a meeting held at the company's headquarters, the board approved changes to the company's bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management.

Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an
 to formally adopt a majority vote standard in the election of directors, which means that each nominee for director must receive a majority of the votes cast at any meeting held for the election of directors. Election by a majority of votes cast means that the number of shares voted "for" a director's election exceeds 50 percent of the number of votes cast in favor of that director's election.

Last year, the board had adopted a Majority Votes in Director Elections Policy, which called for any director nominee who received a greater number of votes "withheld" from his or her election than votes "for" his or her election to tender a resignation, which the board would then accept or reject. When the policy was adopted last year, there were outstanding and unresolved Not completed; not finished; not linked together. See resolve.  Delaware corporate law issues that have since been resolved by legislative changes to the state's law The bylaw by·law  
n.
1. A law or rule governing the internal affairs of an organization.

2. A secondary law.



[Middle English bilawe, body of local regulations; akin to Danish
 amendments approved by the board today formally adopt the majority vote standard in the election of directors into the company's governing documents.

Secondly, the board will recommend in its upcoming 2007 proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 that stockholders approve amendments to the company's certificate of incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. . The amendments to the certificate of incorporation would eliminate the two supermajority Supermajority

A corporate amendment in a company's charter requiring a large majority (anywhere from 67%-90%) of shareholders to approve important changes, such as a merger.
 vote provisions contained in the current certificate of incorporation. Currently, one provision requires a two-thirds affirmative vote to amend the bylaws. The other supermajority provision supermajority provision

A part of a corporation's by-laws that requires an unusually high percentage of stockholder votes in order to bring about certain changes.
 requires a two-thirds affirmative vote to remove a director prior to the next annual meeting and is a provision that can only be changed by a two-thirds affirmative vote.

"The board's change to the company's bylaws regarding director elections and its recommendation that stockholders approve a change to the company's certificate of incorporation are governance changes that will enhance already strong governance practices at Allstate," said Edward M. Liddy Edward M. Liddy is Chairman, President and Chief Executive Officer of The Allstate Corporation. He is currently on the Board of 3M, Goldman Sachs and The Kroger Company.

    
, chairman of the board, The Allstate Corporation.

"The board also wanted to demonstrate its responsiveness to the strong stockholder sentiment expressed at last year's annual meeting where a stockholder proposal called for the elimination of the supermajority vote requirements. I am proud to be leading a board that is committed to accountability, responsiveness and the best governance practices in corporate America."

For more details about Allstate's corporate governance practices and procedures, go to Allstate.com and click on "Corporate Governance" link on the home page.

The Allstate Corporation (NYSE NYSE

See: New York Stock Exchange
:ALL) is the nation's largest publicly held personal lines insurer. Widely known through the "You're In Good Hands With Allstate([R])" slogan, Allstate helps individuals in approximately 17 million households protect what they have today and better prepare for tomorrow through approximately 14,800 exclusive agencies and financial professionals in the U.S. and Canada. Customers can access Allstate products and services such as auto insurance and homeowners insurance through Allstate agencies, or in select states at allstate.com and 1-800 Allstate([R]). Encompass([R]) and Deerbrook([R])Insurance brand property and casualty products are sold exclusively through independent agents. The Allstate Financial Group provides life insurance, supplemental accident and health insurance, annuity, banking and retirement products designed for individual, institutional and worksite customers that are distributed through Allstate agencies, independent agencies, financial institutions and broker-dealers.
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Copyright 2007, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Feb 20, 2007
Words:557
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