Southwest Airlines 2006 Annual Report Download - page 77

management, with the participation of the Chief Exec-
utive and Chief Financial Officers, believes that, as of
December 31, 2006, the Company’s internal control over
financial reporting is effective based on those criteria.
Management’s assessment of the effectiveness of
internal control over financial reporting as of Decem-
ber 31, 2006, has been audited by Ernst & Young, LLP,
the independent registered public accounting firm who
also audited the Company’s consolidated financial state-
ments. Ernst & Young’s attestation report on manage-
ment’s assessment of the Company’s internal control over
financial reporting is included herein.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers, and
Corporate Governance
The information required by Item 401 of Regula-
tion S-K regarding directors is included under “Election of
Directors” in the definitive Proxy Statement for South-
west’s Annual Meeting of Shareholders to be held May 16,
2007, and is incorporated herein by reference. Information
regarding executive officers is included under “Executive
Officers of the Registrant” in Part I following Item 4 of
this Report and is incorporated herein by reference. The
information required by Item 405 of Regulation S-K is
included under “Section 16(a) Beneficial Ownership
Reporting Compliance” in the definitive Proxy Statement
for Southwest’s Annual Meeting of Shareholders to be held
May 16, 2007, and is incorporated herein by reference.
The information required by Items 407(c)(3), (d)(4),
and (d)(5) of Regulation S-K is included under “Cor-
porate Governance” in the definitive Proxy Statement for
Southwest’s Annual Meeting of Shareholders to be held
May 16, 2007, and is incorporated herein by reference.
In the wake of well-publicized corporate scandals, the
Securities and Exchange Commission and the New York
Stock Exchange have issued multiple new regulations,
requiring the implementation of policies and procedures
in the corporate governance area. In complying with new
regulations requiring the institution of policies and pro-
cedures, it has been the goal of Southwest’s Board of
Directors and senior leadership to do so in a way which
does not inhibit or constrain Southwest’s unique culture,
and which does not unduly impose a bureaucracy of forms
and checklists. Accordingly, formal, written policies and
procedures have been adopted in the simplest possible way,
consistent with legal requirements, including a Code of
Ethics applicable to the Company’s principal executive
officer, principal financial officer, and principal accounting
officer or controller. The Company’s Corporate Gover-
nance Guidelines, its charters for each of its Audit, Com-
pensation, Nominating and Corporate Governance
Committees and its Code of Ethics covering all Employees
are available on the Company’s website, www.southwest.-
com, and a copy will be mailed upon request to Investor
Relations, Southwest Airlines Co., P.O. Box 36611, Dal-
las, TX 75235. The Company intends to disclose any
amendments to or waivers of the Code of Ethics on behalf
of the Company’s Chief Executive Officer, Chief Financial
Officer, Controller, and persons performing similar func-
tions on the Company’s website, at www.southwest.com,
under the “About Southwest” caption, promptly following
the date of such amendment or waiver.
Item 11. Executive Compensation
The information required by this Item is included
under “Compensation of Executive Officers” in the defin-
itive Proxy Statement for Southwest’s Annual Meeting of
Shareholders to be held May 16, 2007, and is incorpo-
rated herein by reference. Information contained in the
Proxy Statement under the headings “Compensation
Discussion and Analysis” and “Compensation Commit-
tee Report” is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder Matters
The information required by this Item is included
under “Voting Securities and Principal Shareholders” in
the definitive Proxy Statement for Southwest’s Annual
Meeting of Shareholders to be held May 16, 2007, and is
incorporated herein by reference.
Item 13. Certain Relationships and Related
Transactions, and Director Independence
The information required by this Item is included
under “Certain Relationships and Related Transactions, and
Director Independence” in the definitive Proxy Statement
for Southwest’s Annual Meeting of Shareholders to be held
May 16, 2007, and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this Item is included
under “Relationship with Independent Auditors” in the
definitive Proxy Statement for Southwest’s Annual Meet-
ing of Shareholders to be held May 16, 2007, and is
incorporated herein by reference.
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