SkyWest Airlines 2008 Annual Report Download - page 110

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Retirement
Directors are required to submit their resignation from the Board when their term expires
upon reaching the age of 70 years old. The Board will accept the resignation unless the
Nominating and Corporate Governance Committee recommends otherwise. Directors
generally will not be nominated for election following their 70th birthday.
Ownership of Company Stock
Directors are encouraged to own at least 5,000 shares of Common Stock.
Director Responsibilities
General Responsibilities
The basic responsibility of the directors is to exercise their business judgment to act in what
they reasonably believe to the best interests of the Company and its shareholders.
Oversight of Management
The Board is responsible to encourage the Company’s management to effectively implement
policies and strategies developed by the Board, and to provide dynamic leadership of the
Company.
Board Meetings and Materials
Frequency of Meetings
The Board has four regularly scheduled meetings per year. As determined necessary by the
Board and in order to address the Company’s needs, special meetings of the Board are
convened from time to time.
Annual Evaluations
The Nominating and Corporate Governance Committee conducts annual evaluations to assess
the Board’s performance. Each of the Board’s standing committees conducts annual
evaluations to assess the performance of the applicable committee.
Executive Sessions of Independent Directors
The Company’s independent directors meet in executive session regularly and, in any event, at
least semi-annually. The independent directors may either choose one director annually to
serve as the Lead Director and to preside at all executive sessions or establish a procedure by
which a Lead Director will be selected. The independent directors of the Company have
chosen Mr. Udvar-Hazy to serve as the Lead Director.
Committees
The Board has three standing committees: (1) Audit and Finance, (2) Compensation, and
(3) Nominating and Corporate Governance.
Director Compensation
The form and amount of director compensation is determined by the Board based on general
principles established on the Nominating and Corporate Governance Committee’s recommendation.
These principles are in accordance with the policies and principles set forth in the Nominating and
Corporate Governance Committee’s charter and are consistent with rules established by The Nasdaq
Stock Market, including those relating to director independence and to compensation of Audit &
Finance Committee members.
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