SkyWest Airlines 2009 Annual Report Download - page 121

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Terms and Limitations
All directors currently stand for election each year. The Board does not believe it should
establish a limit on the number of times that a director may stand for election.
Retirement
Directors are required to submit their resignation from the Board when their term expires
upon reaching the age of 72 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 72nd 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 an
annual evaluation 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 Independent Director will be selected. The independent
directors of the Company have chosen Mr. Udvar-Hazy to serve as the Lead Independent
Director.
Committees
The Board has three standing committees: (1) Audit and Finance, (2) Compensation, and
(3) Nominating and Corporate Governance.
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