SkyWest Airlines 2010 Annual Report Download - page 142

•Consider and propose director nominees;
• Make recommendations to the Board regarding Board compensation;
• Make recommendations to the Board regarding Board committee memberships;
• Develop and recommend to the Board corporate governance guidelines;
• Facilitate an annual assessment of the performance of the Board and each of its standing
committees;
• Consider the independence of each director and nominee for director; and
• Perform other functions or duties deemed appropriate by the Board.
Nomination Process
The policy of the Nominating and Corporate Governance Committee is to consider properly
submitted shareholder recommendations for candidates to serve as directors of the Company. In
evaluating those recommendations, the Nominating and Corporate Governance Committee seeks to
achieve a balance of knowledge, experience and capability on the Board and to address the
membership criteria described below. Any shareholder wishing to recommend a candidate for
consideration by the Nominating and Corporate Governance Committee should submit a
recommendation in writing indicating the candidate’s qualifications and other relevant biographical
information and provide confirmation of the candidate’s consent to serve as a director. This
information should be addressed to Jerry C. Atkin, Chairman and Chief Executive Officer of the
Company, 444 South River Road, St. George, Utah 84790.
As contemplated by the Company’s Corporate Governance Guidelines, the Nominating and
Corporate Governance Committee reviews the appropriate skills and characteristics required of
directors in the context of the current composition of the Board, at least annually. There is currently
no set of specific minimum qualifications that must be met by a nominee recommended by the
Nominating and Corporate Governance Committee, as different factors may assume greater or lesser
significance at particular times and the needs of the Board may vary in light of its composition and the
Nominating and Corporate Governance Committee’s perceptions about future issues and needs. Among
the factors the Nominating and Corporate Governance Committee considers, which are outlined in the
Corporate Governance Guidelines, are independence, diversity, age, skills, integrity and moral
responsibility, policy-making experience, ability to work constructively with the Company’s management
and directors, capacity to evaluate strategy and reach sound conclusions, availability of time and
awareness of the social, political and economic environment.
The Nominating and Corporate Governance Committee utilizes a variety of methods for
identifying and evaluating director nominees. The Nominating and Corporate Governance Committee
assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due
to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the
Nominating and Corporate Governance Committee considers various potential candidates for director.
Candidates may come to the attention of the Nominating and Corporate Governance Committee
through various means, including current directors, professional search firms, shareholder
recommendations or other referrals. Candidates are evaluated at meetings of the Nominating and
Corporate Governance Committee, and may be considered at any point during the year. All director-
nominee recommendations which are properly submitted to the Nominating and Corporate Governance
Committee are aggregated and considered by the Nominating and Corporate Governance Committee at
a meeting prior to the issuance of the proxy statement for the next annual meeting of shareholders.
Any materials provided by a shareholder in connection with the recommendation of a director
candidate are forwarded to the Nominating and Corporate Governance Committee, which considers the
recommended candidate in light of the director qualifications discussed above. The Nominating and
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