Nominating and Corporate Governance Committee

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The Nominating and Corporate Governance Committee of the Board of Directors of Southwest Airlines Co. shall consist of at least two Directors, each of whom is “independent,” as defined by the applicable requirements of the New York Stock Exchange. The members of the Committee shall be appointed, removed, or replaced by the Board of Directors, and any vacancies on the Committee shall be filled by the Board of Directors, in accordance with the Company’s Bylaws. To the extent permitted by applicable law and regulations, the Committee has the power to delegate its authority and duties to subcommittees or individual members of the Committee, as it deems appropriate.

The Nominating and Corporate Governance Committee is responsible for taking a leadership role in shaping the corporate governance of the Company and shall perform the following functions:

  1. Review with the Board and the Chief Executive Officer possible candidates for membership on the Board of Directors.
  2. Recommend to the Board a slate of nominees to be selected by the Board of Directors for the Annual Meeting of Shareholders. The Committee shall have sole authority to retain and terminate any search firm to be used to identify Director candidates and sole authority to approve the search firm’s fees and other retention terms.
  3. Recommend to the Board candidates to fill vacancies on the Board.
  4. Recommend to the Board the composition of the Board’s Committees.
  5. Develop and annually review and recommend to the Board of Directors a set of Corporate Governance Guidelines to be adopted for the Company to further the goal of providing effective governance of the Company’s business for the longterm benefit of the Company’s Shareholders, Employees, and Customers. The Corporate Governance Guidelines shall include criteria for selection of new Directors and oversight of the evaluation of the Board and management.
  6. Oversee the evaluation of the Board and management.
  7. Meet at least once a year in regular meetings and in such additional meetings as may be deemed appropriate by the Board of Directors or the Chairman of the Committee. The Committee shall also meet periodically in executive sessions without the presence of management.
  8. Perform such additional functions as may from time to time be assigned to the Committee by the Board of Directors and report periodically to the entire Board.
  9. Annually review and reassess the performance of the Committee.
  10. Annually review the adequacy of this Charter and recommend any proposed changes to the Board for approval.

As adopted by the Board of Directors of Southwest Airlines Co. on January 15, 2009