SkyWest Airlines 2013 Annual Report Download - page 131

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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 an annual evaluation 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, generally quarterly.
The independent directors may either choose one director annually to serve as the Lead
Independent 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 four standing committees: (1) Audit and Finance, (2) Compensation,
(3) Nominating and Corporate Governance and (4) Safety and Compliance.
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 intended to be consistent with rules established by
The Nasdaq Global Select Market, including those relating to director independence and to
compensation of Audit and 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, as well as the Company’s long-term
succession plans.
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 aviation industry, and his proven leadership
skills, the Board believes the best interests of the Company’s shareholders are met by Mr. Atkin’s
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