SkyWest Airlines 2014 Annual Report Download - page 134

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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.
Meeting Responsibilities
Absent extraordinary circumstances, directors of the Company should attend Board meetings,
meetings of the committee on which they serve and shareholder meetings. The Chairman of
the Board is responsible for establishing the agenda for each Board meeting. Each director is
free to suggest the inclusion of items on the agenda and to raise at any Board meeting
subjects that are not on the agenda for that meeting.
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. The Board may, from time
to time, establish or maintain additional committees as the Board deems necessary or appropriate.
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.
Annual Evaluations
The Board conducts an annual evaluation to determine if the Board and its committees are
functioning effectively. The Nominating and Corporate Governance Committee solicits comments from
all of the Company’s directors and reports annually to the Board with an assessment of the Board’s
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