Executive Sessions; Communications with Non-Management Directors

The non-management Directors (within the meaning of the rules of the New York Stock Exchange) will meet regularly in executive sessions without the presence of management. These executive sessions may include such topics as may be determined by the non-management Directors. To the extent that, at any time, the non-management Directors include Directors who are not independent (within the meaning of the rules of the New York Stock Exchange), the independent Directors will also meet at least annually in an executive session that includes only independent Directors. The Board shall elect a Presiding Director, whose duties shall include presiding over such executive sessions. In addition, the Presiding Director’s duties shall include:

  • consulting with the Chairman of the Board concerning the Board’s agenda;
  • coordinating the activities of the non-management and independent Directors and the agenda for executive sessions;
  • communicating feedback to the CEO following executive sessions;
  • facilitating communications between the Board and the CEO;
  • assisting the Nominating and Corporate Governance Committee with its oversight of the annual evaluation of the Board and its committees and communicating results of individual Director assessments to individual Board members;
  • consulting with the Nominating and Corporate Governance Committee with respect to recommendations for the assignment of Board members to the Board’s committees; and
  • communicating (along with the Chair of the Compensation Committee) the results of the Board’s evaluation of the CEO.

In performing his or her duties and responsibilities, the Presiding Director is expected to consult with the Chairs of the appropriate Board committees and solicit their participation in order to avoid diluting or conflicting with the authority or responsibilities of such committee Chairs.

Shareholders and other interested parties may communicate directly with the Presiding Director or any or all of the non-management or other members of the Board by writing to such Director(s), c/o Southwest Airlines Co., Attn: Presiding Director, P.O. Box 36611, Dallas, Texas 75235. Any resulting response will be coordinated with management, and no individual Director will be responsible for communicating directly with a Shareholder.