SkyWest Airlines 2014 Annual Report Download - page 135

Download and view the complete annual report

Please find page 135 of the 2014 SkyWest Airlines annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 178

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178

performance. Each of the Board’s standing committees conducts an annual evaluation to assess the
performance of the applicable committee.
Review and Access to Guidelines
The Nominating and Corporate Governance Committee reviews the Company’s Corporate
Governance Guidelines at least annually, then, as it deems appropriate, recommends amendments to
the Board.
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 of the Company, 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 continued service in both capacities. The Board believes Mr. Atkin’s fulfillment of both
responsibilities encourages clear accountability and effective decision-making, and provides strong
leadership for the Company’s employees and other stakeholders.
Given the outstanding experience and qualifications the Company’s directors contribute to the
Board’s activities, the Company has implemented a number of practices designed to encourage effective
corporate governances. These practices, which are driven primarily by the Company’s Corporate
Governance Guidelines, include:
the requirement that at least a majority of the Company’s directors meet the standards of
independence applicable to the Company;
the election of a Lead Independent Director, who is empowered to schedule and conduct
meetings of the independent directors, communicate with the Chairman of the Board,
disseminate information to the Board and raise issues with management on behalf of the
independent directors when appropriate;
regular executive sessions of the Board and its committees, which are typically held in
conjunction with each regularly scheduled Board and committee meeting and include individual
sessions with representatives of the Company’s independent registered public accounting firm,
internal auditors and legal counsel; and
annual performance evaluations of the Company’s Chief Executive Officer by the Nominating
and Corporate Governance Committee.
The Board believes no single leadership model is right for all companies at all times. The Board
recognizes that, depending on the circumstances, other leadership models, such as a separate
independent Chairman of the Board, may be appropriate. For approximately 17 years prior to
Mr. Atkin’s appointment as Chairman of the Board, the Company separated the positions for the
Chairman of the Board and the Chief Executive Officer. The independent directors and the
Nominating and Corporate Governance Committee regularly review the Company’s leadership structure
and, depending on the Company’s needs and the available resources, the Board may modify the
Company’s existing leadership structure.
18