SkyWest Airlines 2013 Annual Report Download - page 136

•Consider the independence of each director and nominee for director; and
• Perform other functions or duties deemed appropriate by the Board.
Safety and Compliance Committee
The Safety and Compliance Committee has four members and met twice during the year ended
December 31, 2013. The responsibilities of the Safety and Compliance Committee, which are discussed
in detail in its charter, include the responsibility to:
• Review and make recommendations to the Board addressing airline flight operations safety and
compliance with safety regulations;
• Periodically review with the Company’s management, and such advisors as the Safety and
Compliance Committee deems appropriate, aspects of flight operations safety and compliance
with safety regulations; and
• Monitor and provide input with respect to management’s efforts to create and maintain a safety
culture within the Company’s flight operations.
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 of the Board 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
22