Safety and Compliance
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 the Company’s policies, practices and performance related to safety, and compliance with safety regulations. The Committee shall 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 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, on behalf of the Board, oversee and consult with management regarding overall customer, employee and aircraft operating safety goals, performance and improvement initiatives.
The Committee shall review and make recommendations to the Board addressing the Company’s policies, practices and performance related to 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 safety, or compliance with safety 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, all aspects of safety, and compliance with safety regulations. Management is responsible for implementing, managing and maintaining appropriate company-wide safety and risk management systems, policies and procedures, reporting protocols and internal controls that are designed to promote compliance to applicable laws and regulations, including those relating to aircraft operating safety. Management is 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. The Committee shall approve the annual safety goals established and proposed by management.
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.
The Committee shall annually review its own performance and review and assess the adequacy of this Charter and recommend to the Board any proposed changes to this Charter.
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.