Nominating Committee Charter of Swift Transportation Co Inc
SWIFT TRANSPORTATION CO., INC.
NOMINATING/CORPORATE GOVERNANCE COMMITTEE CHARTER
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
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
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
* 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
* 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
* Assist in identifying, interviewing and recruiting candidates for
the Board in accordance with the Committee's process for director
* 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
* 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