SkyWest Airlines 2015 Annual Report Download - page 119

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17
Director Responsibilities
General Responsibilities
The basic responsibility of directors is to exercise their business judgment to act in what they
reasonably believe to be in the best interests of the Company and its shareholders.
Oversight of Management
The Board is responsible to encourage the Company’s management to effectively implement policies
and strategies developed by the Board, and to provide dynamic leadership of the Company.
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.