SkyWest Airlines 2012 Annual Report Download - page 169

AUDIT & FINANCE COMMITTEE DISCLOSURE
Who served on the Audit and Finance Committee?
The members of the Audit and Finance Committee as of December 31, 2012, were W. Steve
Albrecht (Chairman from August 7, 2012 through December 31, 2012), James L. Welch (Chairman
from January 1, 2012 through August 7, 2012), Henry J. Eyring, Robert G. Sarver and Ian M.
Cumming. Each member of the Audit and Finance Committee has been determined by the Board to be
independent under the rules of the Securities and Exchange Commission and The Nasdaq Global
Select Market. The Board has determined that each of Robert G. Sarver and W. Steve Albrecht, who
served on the Audit and Finance Committee during the year ended December 31, 2012, is an ‘‘audit
committee financial expert’’ as defined in Item 401(h) (2) of Regulation S-K promulgated under the
Exchange Act.
What document governs the activities of the Audit and Finance Committee?
The Audit and Finance Committee acts under a written charter, which sets forth its responsibilities
and duties, as well as requirements for the Audit and Finance Committee’s composition and meetings.
The Audit and Finance Committee charter is available on the Company’s website at www.SkyWest.com,
and is also available in print, free of charge, upon request. Requests for a printed copy of the Audit
and Finance Committee charter should be submitted to Michael J. Kraupp, Chief Financial Officer and
Treasurer of the Company, at 444 South River Road, St. George, Utah 84790.
How does the Audit and Finance Committee conduct its meetings?
During the year ended December 31, 2012, the Audit and Finance Committee met with the senior
members of the Company’s financial management team at each of its regular scheduled quarterly
meetings. The Audit and Finance Committee also met with representatives of Ernst & Young, LLP
(‘‘E&Y’’), the Company’s independent registered public accounting firm, at each of its in-person
meetings and met with representatives of Protiviti, Inc. (‘‘Protiviti’’), the Company’s principal internal
auditor, at several of its meetings. Agendas for the Audit and Finance Committee’s meetings are
established by the Chairman of the Audit and Finance Committee, after consultation with the
Company’s Chief Financial Officer and Treasurer and Chief Accounting Officer. At those meetings, the
Audit and Finance Committee reviewed and discussed the Company’s financial performance, financial
reporting practices, various financial and regulatory issues, accounting and financial management issues,
developments in the accounting profession, as well as the Company’s industry, risk management and a
summary of calls received on the Company’s anonymous reporting line. The Audit and Finance
Committee also had separate, executive sessions regularly with representatives of E&Y, the Company’s
Chief Financial Officer, Protiviti and the Company’s legal counsel, at which meetings candid discussions
of financial management, accounting, internal controls and legal and compliance issues took place.
Additionally, the Chairman of the Audit and Finance Committee had separate discussions regularly
with the Chief Accounting Officer and representatives of E&Y, Protiviti and the Company’s legal
counsel.
Does the Audit and Finance Committee review the periodic reports and other public financial
disclosures of the Company?
The Audit and Finance Committee reviews each of the Company’s quarterly and annual reports,
including Management’s Discussion and Analysis of Financial Condition and Results of Operations. As
part of its review, the Audit and Finance Committee discusses the reports with the Company’s
management and independent registered public accounting firm and considers the audit and review
reports prepared by the independent registered public accounting firm about the Company’s quarterly
and annual reports, as well as related matters such as the quality (and not just the acceptability) of the
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