Members of the Board of Directors of Southwest Airlines Co. should possess the highest personal and professional ethics, integrity, and values. They must possess practical wisdom, mature judgment, and be committed to the best longterm interests of our Employees, Customers, and Shareholders. Directors must be willing to devote sufficient time to fulfill their responsibilities and be willing to serve on the Board for an extended period of time. A Director should offer his or her resignation in the event of any significant change in personal or professional circumstances that would impede the Director’s ability to carry out the responsibilities of a Director. The Nominating and Corporate Governance Committee will take into consideration the nature and time involved in a Director’s service on other boards in evaluating the suitability of that Director. Directors should advise the Chairman of the Board and the Chairman of the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve on the board of directors, the audit committee, or the compensation committee of another publicly-traded company. In no event shall any non-Employee member of the Board serve on more than six public company boards, nor shall any Employee member of the Board serve on more than three public company boards. Members of the Audit Committee should not serve on the Audit Committee of more than three public boards of directors.
The Company does not limit the number of terms for which a Director may serve; however, absent an affirmative recommendation to the contrary by the Nominating and Corporate Governance Committee with respect to any individual Director, Directors must retire no later than the first annual meeting of Shareholders following their 75th birthday. Directors who have served on the Board for an extended period of time are able to provide valuable insight into the operations and future success of the Company based on their past experience and understanding of the Company’s history, Culture, and objectives. Therefore, the Board will take the value of such insight into account, as well as the results of the Board’s self-review process described below, in determining individual Board member tenure.
In addition to the above, the Board will consider a number of factors in the nomination or appointment of new Board members, including finance, marketing, government, education, and other professional experience or knowledge relevant to the success of the Company in today’s business environment. The Board will also take into consideration factors such as diversity and independence (for non-management Directors) in the appointment of future Board members. The Board evaluates each Director in the context of the Board as a whole, with the objective of recommending a group that can best serve the longterm interests of the Company’s Employees, Customers, and Shareholders.
In the case of current Directors being considered for renomination, the Board should also consider the Director’s past attendance at Board and committee meetings and participation in and contributions to such meetings and Board activities.