SkyWest Airlines 2015 Annual Report Download - page 120

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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 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
Although the Board does not have a formal policy on whether the roles of Chairman of the Board and Chief
Executive Officer should be combined or separated, from 1991 until January 2016, Jerry C. Atkin served as both
Chairman of the Board and Chief Executive Officer of the Company. In January 2016, the Board appointed Russell A.
Childs to serve as the Chief Executive Officer of the Company, which resulted in the separation of the roles of Chairman
of the Board and Chief Executive Officer. Currently, Mr. Atkin serves as Chairman of the Board and Mr. Childs serves
as the Chief Executive Officer. The Board believes that such separation allows Mr. Childs to focus his time and energy
on managing the Company’s business on a day-to-day basis, while also leveraging Mr. Atkin’s background with the
Company, perspective and vast experience in the aviation industry as he devotes his time and attention to matters of
Board oversight.
The Company is committed to independent Board oversight. Pursuant to the Company’s Corporate Governance
Guidelines, all of the Company’s directors (other than Messrs. Atkin and Childs) meet the standards of independence
applicable to the Company, and the Board has designated Steven F. Udvar-Hazy as Lead Independent Director. As Lead
Independent Director, Mr. Udvar-Hazy is empowered to prepare agendas for and conduct meetings of the non-
management 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. The Board’s independent oversight
function is enhanced by the fact that the Audit and Finance, Compensation, Nominating and Corporate Governance and
Safety and Compliance Committees are comprised entirely of independent directors.
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 may be appropriate. 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.