Purpose of Committee
The purpose of the Safety and Compliance Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of SkyWest, Inc. (the “Company”) in its oversight of management’s administration of airline flight operations safety and compliance with safety regulations. The Committee will report to the Board on a regular basis and not less than once a year.
The Committee shall consist of three or more members of the Board. Members of the Committee shall be appointed by the Board based on the recommendation of the Nominating and Corporate Governance Committee of the Board and shall serve at the pleasure of the Board and for such terms as the Board may determine.
Committee Structure and Operations
The Board shall designate one member of the Committee as its Chairperson. In the event of a tie vote on any issue, the Chairperson’s vote shall decide the issue. The Committee shall meet in person or telephonically at least twice a year at a time and place determined by the Committee Chairperson, with further meetings to occur, or actions taken by written consent, when deemed necessary or desirable by the Committee or its Chairperson.
Committee Authority, Duties and Responsibilities
The function of the Committee is oversight. The Committee shall, consistent with and subject to applicable law, rules and regulations promulgated by the U.S. Securities and Exchange Commission, The Nasdaq Stock Market and other applicable regulatory authorities, have the following authority, duties and responsibilities:
The Committee shall review and make recommendations to the Board addressing airline flight operations safety and compliance with safety regulations. The members of the Committee are not employees of the Company and are not experts in the field of airline flight operations safety or compliance with safely regulations. As such, it is not the responsibility of the Committee to conduct safety or compliance reviews.
The Committee shall periodically review with management and such advisors as the Committee deems appropriate, aspects of flight operations safety and compliance with safety regulations. Management is responsible for implementing, managing and maintaining appropriate Companywide safety and risk management systems, policies and procedures, reporting protocols and internal controls that are designed to promote compliance with applicable laws and regulations, including those relating to flight operations safety. Management is also responsible for the preparation, presentation and integrity of the information which management provides to the Committee.
The Committee shall monitor and provide input with respect to management’s efforts to create and maintain a safety culture within the Company’s flight operations.
Committee members are entitled to rely on Company management on matters within management’s responsibility and on external professionals on matters within their areas of expertise. Committee members may rely upon and assume the accuracy of information provided by such persons, so long as the Committee members are not aware of any reasonable ground upon which such reliance or assumption may not be appropriate.
Committee members shall have independent access to management as they deem necessary or appropriate, and shall have access to all books, records and facilities of the Company.
Retention of Advisors and Experts
The Committee has the authority, either directly or through counsel, to retain at the Company’s expense such advisors and experts and to incur such administrative expenses as it deems necessary or appropriate to carry out its duties. The Committee has the sole authority to approve any such advisor’s or expert’s fees and other retention terms and shall have the sole authority to terminate any such advisor or expert.
Date of adoption: November 9, 2011