The purpose of the Nominating/Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of Swift Transportation Co., Inc. (the “Corporation”) is to review, evaluate and recommend to the Board changes to the Corporation’s Corporate Governance Guidelines, to identify and recommend director nominees for election to the Board, to review, evaluate and approve all related party transactions and to perform any other activity for independent directors.


The Committee shall be composed entirely of members of the Board who meet the independence criteria established under the listing standards and rules of Nasdaq.

The Committee shall be composed of at least three members, who are elected by majority vote of the Board and elected annually to one-year terms. If a Committee Chair is not designated or present, the members may designate a Chair by majority vote. Vacancies on the Committee shall be filled by majority vote of the Board at the next meeting of the Board following the occurrence of the vacancy. A member of the Committee shall be removed only by majority vote of the independent directors, as defined, then in office.


The Committee shall meet at least twice annually or more frequently as circumstances require. A majority of the members of the Committee present in person or via teleconference or similar communications equipment shall constitute a quorum.

The Committee will cause to be kept adequate minutes of all its proceedings, and will report its actions and recommendations to the next meeting of the Board. The written minutes shall be maintained with the books and records of the Corporation. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent.


The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority and resources to retain a search firm to be used to identify director candidates, outside counsel and other experts or consultants, as deemed appropriate. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications by the Corporation and the Committee will take all necessary steps to preserve the privileged nature of those communications.

The Committee may request that any directors, officers or employees of the Corporation, or other persons whose advice and counsel are sought by the Committee, attend any meeting to provide such pertinent information as the Committee requests.


In carrying out its purpose, the Committee shall have the following specific responsibilities and duties such other responsibilities and duties as from time to time may be prescribed by the Board:



Oversee evaluation of the Board, its committees, and the Corporation’s management.



Make recommendations to the Board regarding the size and composition of the Board.




Review, at least annually, all Charters of Board committees, including the Committee and make recommendations regarding the number, structure, compensation, membership and function of such committees.




Review from time to time the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board, including such factors as business experience, diversity, and personal skills in technology, finance, marketing, international business, financial reporting and other areas that are expected to contribute to an effective Board in order to develop criteria for director nominees and a process for the nomination of directors by the Committee.




Assist in identifying, interviewing and recruiting candidates for the Board in accordance with the Committee’s process for director nominations.




Present to the Board a list of individuals recommended for nomination for election to the Board when Board vacancies arise, consistent with the developed nomination criteria, including his or her qualifications, capability and availability to serve, conflicts of interests and other relevant factors.




Make recommendations to the Board regarding director retirement age, tenure and removal for cause.




Conduct a self-assessment on at least an annual basis of the purposes, duties and responsibilities of the Committee to determine whether the Committee is functioning effectively.




Review proposed activities of directors with the Corporation or other entities that may diminish such directors’ effectiveness or be inconsistent with the criteria established by the Committee for Board membership.




Review, evaluate and approve all proposed related party transactions based on sufficient comprehensive documentation and information to reach an informed decision.




Review, at least annually, existing related party transactions, evaluate whether such transactions are in accordance with the understanding and commitments made at the time the transactions were previously approved and are still appropriate and approve the continuation of such transactions.




Regularly evaluate, at least annually, the adequacy and fairness of current disclosures of related party transactions.




Report to the Board on the major items covered at each Committee meeting.