SkyWest Airlines 2009 Annual Report Download - page 122

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
Global Select Market, including those relating to director independence and to compensation of
Audit & Finance Committee members.
CEO Evaluation and Management Succession
The Nominating and Corporate Governance Committee conducts an annual review to assess the
performance of the Company’s Chief Executive Officer. The Nominating and Corporate Governance
Committee communicates the results of its review to the other directors in a meeting that is not
attended by the Chief Executive Officer. The directors of the Company, excluding the Chief Executive
Officer, review the Nominating and Corporate Governance Committee’s report to assess the Chief
Executive Officer’s leadership in the long and short-term.
Board Leadership Structure
Mr. Jerry C. Atkin currently serves as the Chairman of the Board and Chief Executive Officer of
the Company. The Board and its Nominating and Corporate Governance Committee believe that the
traditional practice of combining the roles of chairman of the board and chief executive officer
currently provides the preferred form of leadership for the Company. Given Mr. Atkin’s vast
experience with the Company, the tremendous respect which he has earned from employees, business
partners and shareholders, as well as other members of the regional aviation industry, and his proven
leadership skills, the Board believes the best interests of the Company’s shareholders are met by
Mr. Atkin’s continued service in both capacities. The Board believes Mr. Atkin’s fulfillment of both
responsibilities encourages clear accountability and effective decision-making, and provides strong
leadership for the Company’s employees and other stakeholders.
Given the outstanding experience and qualifications the Company’s directors contribute to the
Board’s activities, the Company has implemented a number of practices designed to encourage effective
corporate governances. These practices, which are driven primarily by the Company’s Corporate
Governance Guidelines, include:
• the requirement that at least a majority of the Company’s directors meet the standards of
independence applicable to the Company;
• the election of a Lead Independent Director, who is empowered to schedule and conduct
meetings of the independent directors, communicate with the Chairman of the Board,
disseminate information to the Board and raise issues with management on behalf of the
independent directors when appropriate;
• regular executive sessions of the Board and its committees, which are typically held in
conjunction with each regularly scheduled Board and committee meeting and include individual
sessions with representatives of the Company’s independent registered public accounting firm,
internal auditors and legal counsel; and
• annual performance evaluations of the Company’s Chief Executive Officer by the Nominating
and Corporate Governance Committee.
The Board believes no single leadership model is right for all companies at all times. The Board
recognizes that, depending on the circumstances, other leadership models, such as a separate
independent Chairman of the Board, may be appropriate. For approximately 16 years prior to
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