Audit Committee Charter of Skywest Inc

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                                   APPENDIX A
 
                       AUDIT & FINANCE COMMITTEE CHARTER
                                 SKYWEST, INC.
 
   Purpose of the Committee
 
           The purpose of the Audit and Finance Committee (the "Committee")
   of the Board of Directors (the "Board") of SkyWest, Inc. (the "Company")
   is to oversee the Company's accounting and financial reporting processes,
   systems of internal accounting and financial controls, and the audits of
   the Company's financial statements.
 
           The Committee shall have the authority to retain such outside
   counsel, accountants, experts and other advisors as it determines
   appropriate to assist it in the performance of its functions. The
   Committee shall have sole authority to determine the fees and retention
   terms of such counsel, accountants, experts and advisors. The Committee
   shall have full access to all books, records, facilities and personnel of
   the Company.
 
   Committee Membership
 
           The Committee shall consist of three or more independent directors
   of the Board. For purposes of this Charter, the term "independent
   director" means a director who meets the NASDAQ Stock Market, Inc.
   definition of an "independent director," as determined by the Board.
 
           Members of the Committee shall be appointed by the Board based on
   nominations recommended by 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. As determined by the Board,
   each member of the Committee shall be financially literate at the time of
   appointment, and at least one member of the Committee shall have
   accounting or related financial management expertise, as provided in the
   listing standards of the NASDAQ Stock Market, Inc.
 
   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 four times a year at a time and place determined
   by the Committee chairperson, with further meetings to occur, or actions
   to be taken by written consent, when deemed necessary or desirable by the
   Committee or its chairperson. The Committee shall meet separately in
   executive session periodically with each of management, the principal
   internal auditor of the Company and the outside auditors of the Company
   (the "External Auditors"). The Committee shall report regularly to the
   Board with respect to its activities.
 
           Except as prohibited by applicable law or this Charter, the
   Committee may form and delegate authority to subcommittees as the
   Committee reasonably deems appropriate. The Committee may designate a
   non-member to serve as secretary at committee meetings to keep meeting
   minutes.
 
   Committee Authority, Duties and Responsibilities
 
           The Committee shall, consistent with and subject to applicable law
   and rules and regulations promulgated by the U.S. Securities and Exchange
   Commission (the "SEC") and the National Association of Securities Dealers
   (the "NASD") and other applicable regulatory authorities, have the
   following responsibilities and authority:
 
   1)
           The Committee shall pre-approve all audit services and permissible
           non-audit services as set forth in Section 10A(i) of the
           Securities Exchange Act of 1934, as amended (the "Act").
 
 
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   2)
           The Committee shall have sole authority to appoint, determine
           funding for and oversee the External Auditors as set forth in
           Section 10A(m)(2) of the Act.
 
   3)
           The Committee shall establish procedures for complaints as set
           forth in Section 10A(m)(4) of the Act, including the (i) receipt,
           retention and treatment of complaints received by the Company
           regarding accounting, internal accounting controls and auditing
           matters, and (ii) confidential, anonymous submission by employees
           of the Company of concerns regarding questionable accounting or
           auditing matters.
 
   4)
           The Committee shall have the authority to engage and determine
           funding for independent counsel and other advisors as set forth in
           Section 10A(m)(5) of the Act.
 
   5)
           The Committee shall prepare the report of the Committee required
           by the rules of the SEC to be included in the Company's Annual
           Report on Form 10-K (or the Annual Report to Shareholders if
           distributed prior to the filing of a Form 10-K).
 
   6)
           The Committee shall review and discuss with management and the
           External Auditors the audited financial statements and disclosures
           to be made in management's discussion and analysis, prior to the
           filing of each Annual Report on Form 10-K (or the Annual Report to
           Shareholders if distributed prior to the filing of Form 10-K).
 
   7)
           The Committee shall review and consider with the External Auditors
           the matters required to be discussed by Statement of Auditing
           Standards ("SAS") No. 61, as that statement may be amended from
           time to time, including, without limitation, the amendments
           contained in SAS No. 90.
 
   8)
           As a whole, or through the Chairperson, the Committee will review
           and discuss with management and the External Auditors the
           Company's quarterly financial statements, including disclosures
           made in management's discussion and analysis, prior to the filing
           of each Quarterly Report on Form 10-Q, including the results of
           the External Auditors' reviews of the quarterly financial
           statements.
 
   9)
           The Committee shall review and discuss with management and the
           External Auditors the quality and adequacy of the Company's
           financial controls, including the Company's internal audit
           program.
 
   10)
           The Committee shall discuss with management the Company's earnings
           press releases, including the use of "pro forma" or "adjusted"
           non-GAAP information, as well as financial information and
           earnings guidance provided to analysts and rating agencies.
 
   11)
           The Committee shall discuss with management and the External
           Auditors the effect of regulatory and accounting initiatives, as
           well as off-balance sheet structures on the Company's financial
           statements.
 
   12)
           The Committee shall:
 
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                           Request from the External Auditors annually a
                           formal written statement delineating all
                           relationships between the External Auditors and
                           the Company consistent with Independence Standards
                           Board Standard Number 1;
 
                   *
                           Discuss with the External Auditors any disclosed
                           relationships and their impact on the independence
                           of the External Auditors; and
 
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                           Recommend that the Board take appropriate action
                           in response to the report of the External Auditors
                           to satisfy itself of the independence of the
                           External Auditors.
 
   13)
           The Committee shall review the performance of the Company's Chief
           Executive Officer, Chief Financial Officer and Controller as their
           performance relates to financial controls and procedures.
 
 
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   14)
           The Committee shall review and approve the Company's investment
           policy.
 
   15)
           With respect to compliance oversight responsibilities, the
           Committee shall:
 
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                           Obtain from the External Auditors acknowledgement
                           that the provisions of Section 10A of the Act
                           (regarding, among other things, audit procedures
                           designed to detect illegal acts and related-party
                           transactions and the Company's operations as a
                           going concern) have been observed.
 
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                           Obtain reports from the Company's Director of
                           Human Resources, the External Auditors and
                           Company's internal auditor that the Company and
                           its subsidiaries are in conformity with applicable
                           legal requirements and the Company's Code of
                           Corporate Conduct. The Committee will also review
                           reports and disclosures of related party
                           transactions and advise the Board with respect to
                           the Company's policies and procedures regarding
                           compliance with applicable laws and regulations
                           and with the Company's Code of Corporate Conduct.
 
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                           Discuss with management and the External Auditors
                           any material correspondence between the Company
                           and regulators or governmental agencies and any
                           employee complaints or published reports which
                           raise material issues regarding the Company's
                           financial statements or accounting policies.
 
                   *
                           Discuss with the Company's management or legal
                           counsel legal matters that may have a material
                           impact on the financial statements or the
                           Company's compliance policies.
 
   16)
           The Committee will review and discuss with management the content
           of the Company's proxy statement and related materials, including
           any report or disclosure with respect to the actions and duties of
           the Committee.
 
   17)
           The Committee shall annually review its own performance and this
           Charter and recommend to the Board any proposed changes to this
           Charter.
 
           While the Committee has the responsibilities and powers set forth
   in this Charter, it is not the duty of the Committee to plan or conduct
   audits, to assess and manage the Company's exposure to risk or to
   determine that the Company's financial statements and disclosures are
   complete and accurate and are in accordance with generally accepted
   accounting principles in the United States and applicable rules and
   regulations. These are the responsibilities of management and the External
   Auditors. Nor is it the duty of the Committee to conduct investigations,
   to resolve disagreements, if any, between management and the External
   Auditors or to assure compliance with applicable laws and regulations or
   the Company's Code of Conduct.