SkyWest Airlines 2009 Annual Report Download - page 124

Board and the Nominating and Corporate Governance Committee monitor the Company’s governance
and succession risk by regular review with management and outside advisors. The Board and the
Compensation Committee monitor CEO succession and the Company’s compensation policies and
related risks by regular reviews with management and the Committee’s outside advisors.
Whistleblower Hotline
The Company has established a whistleblower hotline that enables employees, customers, suppliers
and shareholders of the Company and its subsidiaries, as well as other interested parties, to submit
confidential and anonymous reports of suspected or actual violations of the Company’s Code of Ethics.
The hotline number is [phone].
MEETINGS AND COMMITTEES OF THE BOARD
The Board
Each director is expected to devote sufficient time, energy and attention to ensure diligent
performance of his or her duties and to attend all Board, committee and shareholders’ meetings. The
Board met six times during 2009, four of which were regularly scheduled meetings and two of which
were special telephonic meetings. All directors attended at least 75% of the meetings of the Board and
of the committees on which he or she served during the year ended December 31, 2009. All of our
directors attended the Annual Meeting of the Company’s Shareholders held on May 5, 2009.
Committees of the Board
The Board has three standing committees to facilitate and assist the Board in the execution of its
responsibilities: (1) Audit and Finance, (2) Compensation, and (3) Nominating and Corporate
Governance. All the committees are comprised solely of non-employee, independent directors as
defined by The Nasdaq Global Select Market listing standards. Charters for each committee are
available on our website, www.SkyWest.com.
The table below shows current membership for each of the standing Board committees.
Nominating & Corporate
Audit & Finance Compensation Governance
J. Ralph Atkin* Henry J. Eyring* Ian M. Cumming*
Henry J. Eyring Steven F. Udvar-Hazy J. Ralph Atkin
Robert G. Sarver Ian M. Cumming Steven F. Udvar-Hazy
James L. Welch Margaret S. Billson James L. Welch
Michael K. Young
* Committee Chair
Audit & Finance Committee
The Audit and Finance Committee has four members and met five times during the year ended
December 31, 2009. The Board has determined that Mr. Robert G. Sarver of the Audit and Finance
Committee, is an ‘‘audit committee financial expert’’ within the meaning established by the U.S.
Securities and Exchange Commission.
The Audit and Finance Committee’s responsibilities, which are discussed in further detail in its
charter, include the responsibility to:
• Establish and implement policies and procedures for review and approval of the appointment,
compensation and termination of the independent registered public accounting firm;
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