SkyWest Airlines 2015 Annual Report Download - page 123
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• Pre-approve all audit and permissible non-audit fees;
• Provide oversight of the Company’s internal auditors;
• Hold meetings periodically with the Company’s independent registered public accounting firm, the
Company’s internal auditors and management to review and monitor the adequacy and effectiveness of the
Company’s financial reporting, internal controls and risk assessment and compliance with Company
policies;
• Review the Company’s consolidated financial statements and related disclosures;
• Review with management and the Company’s independent registered public accounting firm and approve
disclosure controls and procedures and accounting principles and practices; and
• Perform other functions or duties deemed appropriate by the Board.
Additional information regarding the Audit and Finance Committee’s processes and procedures is addressed
below under the heading “Audit and Finance Committee Disclosure.” The Report of the Audit and Finance Committee is
set forth on page 55 of this Proxy Statement.
Compensation Committee
The Compensation Committee has five members and met four times during the year ended December 31, 2015.
The Compensation Committee’s responsibilities, which are discussed in detail in its charter, include the responsibility to:
• In consultation with the Company’s senior management, establish the Company’s general
compensation philosophy and oversee the development and implementation of the Company’s
compensation programs;
• Recommend to the Board the base salary, incentive compensation and any other compensation for the
Company’s Chief Executive Officer and review and approve the Chief Executive Officer’s
recommendations for the compensation of all other officers of the Company and its subsidiaries;
• Administer the Company’s incentive and stock-based compensation plans, and discharge the duties
imposed on the Compensation Committee by the terms of those plans;
• Review and approve any severance or termination payments proposed to be made to any current or
former officer of the Company;
• Prepare and issue the report of the Compensation Committee required by the rules of the Securities and
Exchange Commission; and
• Perform other functions or duties deemed appropriate by the Board.
Additional information regarding the Compensation Committee’s processes and procedures for consideration of
executive compensation are addressed below under the Heading “Compensation Discussion and Analysis.” The report of
the Compensation Committee is set forth on page 33 of this Proxy Statement.