I. Purpose
The purpose of the Safety and Operations Committee (the “Committee”) of the Board of Directors (the “Board”) of Southwest Airlines Co. (the “Company”) is to assist the Board in overseeing the Company’s activities with respect to safety, operational compliance, and air carrier operations. In addition, the Committee shall have the powers, authority, duties, and responsibilities described below.
II. Membership
The Committee shall consist of at least two members of the Board. The members of the Committee shall be appointed, removed, or replaced by the Board, and any vacancies on the Committee shall be filled by the Board in accordance with any applicable requirements of the Company’s Bylaws and taking into account recommendations from the Nominating and Corporate Governance Committee.
III. Operations
The Board shall appoint one member of the Committee as chairperson (“Chair”) of the Committee taking into account the recommendation of the Nominating and Corporate Governance Committee. If the Board fails to appoint a Chair of the Committee, the Committee shall appoint one member of the Committee as Chair. The Committee shall meet as often as the Committee, the Board, or the Chair of the Committee may deem necessary or appropriate for the Committee to fulfill its responsibilities. The Chair of the Committee shall preside over Committee meetings at which the Chair is present and prepare agendas and other materials in accordance with the Company’s Corporate Governance Guidelines. The Committee shall maintain minutes of its meetings, report on its activities to the full Board, and make recommendations to the Board as appropriate.
IV. Authority and Responsibilities
The Committee shall have the powers, authority, duties, and responsibilities to:
- monitor the Company’s activities in areas of safety and operational compliance, taking into account applicable government and industry standards, materiality, legal and business trends, and public policy issues, provided that the Committee’s authority and responsibilities shall not extend to any areas over which the Board has delegated authority or responsibility to its Audit Committee;
- periodically assess the Company’s safety and operational compliance obligations and associated risks and performance relative to those standards;
- review such policies, programs, and procedures of the Company as the Committee shall deem necessary, including the Company’s safety and operational compliance reporting systems, as well as consider and oversee, in consultation with management, the Company’s culture related to safety;
- meet regularly with management of the Company to assess the Company’s safety and operational compliance practices generally, including assessing the adequacy of the resources, training, communications, risk assessments, and auditing of operational processes directed towards supporting safety and operational compliance;
- assess whether the Company’s safety and operational compliance practices support the Company’s policies;
- periodically report to the Board on the adequacy and effectiveness of the Company’s safety and operational compliance programs and make recommendations to the Board regarding the Company’s safety and operational compliance practices generally;
- oversee the Company’s air carrier operations and related risks, including review of the Company’s policies, processes, and procedures during irregular operations;
- review with management the Company’s strategies and objectives with respect to operational performance, including key issues and developments impacting the Company’s execution against its operational objectives and metrics;
- meet regularly with management of the Company to assess the Company’s air carrier operations generally, including assessing the adequacy of the Company’s operational performance and reliability;
- authorize and oversee the engagement of legal counsel, consultants, third-party safety auditors, and other advisers, as the Committee shall deem necessary or desirable in order to assist the Committee or management in the discharge of its or their responsibilities;
- annually review and reassess the performance of the Committee under this Charter and present any recommendations based thereon to the Board;
- annually review the adequacy of this Charter and recommend any proposed changes to the Board for approval; and
- perform such additional functions as may from time to time be assigned to the Committee by the Board.
While the Committee has the powers, authority, duties, and responsibilities set forth in this Charter, the role of the Committee is to assist the Board in its oversight responsibilities, with management holding responsibility for implementing, managing, and maintaining the Company’s safety and operational policies and procedures. Unless directed by the full Board, it is not the Committee’s responsibility to conduct investigations. In addition, it is not the Committee’s responsibility to ensure that the Company complies with specific legal requirements or the Company’s policies. Each member of the Committee will be entitled to rely, to the fullest extent permitted by law, upon the integrity of those persons or organizations within and outside the Company from whom it receives information and the accuracy of the information.
To the extent permitted by applicable law and regulations, the Committee may delegate its powers, authority, duties, and responsibilities to subcommittees or individual members of the Committee, as it deems appropriate.
As adopted by the Board of Directors of Southwest Airlines Co. on September 3, 2024.
