Guidelines

 
 Corporate Governance Guidelines

KNIGHT TRANSPORTATION, INC.

CORPORATE GOVERNANCE GUIDELINES

The Board of Directors has adopted these Corporate Governance
Guidelines (the “Guidelines”) to further its goal of providing
effective governance of the Company's business and affairs for the
long-term benefit of the Company's shareholders. These Guidelines are
reviewed periodically by the Nominating and Corporate Governance
Committee and revised as appropriate to ensure the effective
functioning of the Board of Directors and high quality corporate
governance.

•  Director Responsibilities and Functions of the Board . The
fundamental responsibility of the Board of Directors is to promote the
best interests of the Company and its shareholders by overseeing the
management of the Company's business and affairs. In doing so, Board
members have two basic legal obligations to the Company and its
shareholders: (a) a duty of care, which generally requires that Board
members exercise appropriate diligence in making decisions and in
overseeing management of the Company, and (b) a duty of loyalty, which
generally requires that Board members make decisions based on the best
interests of the Company and its shareholders. The Board also performs
a number of specific functions, including:

•  Selecting, evaluating and compensating the Company's Chief
Executive Officer (“CEO”) and overseeing CEO succession planning;

•  Providing counsel on and oversight of the selection,
evaluation, retention and compensation of qualified senior executives;

•  Reviewing, approving and monitoring important financial and business strategies and corporate actions;

•  Advising management on significant issues facing the Company;

•  Nominating qualified directors for service on the Board; and

•  Ensuring processes are in place for maintaining effective corporate governance practices.

•  Board Meetings . It is expected that each director will make
every effort to attend each Board meeting, and each meeting of any
committee on which he or she sits, as well as each annual meeting of
the Company's shareholders. An agenda for each Board meeting and
briefing materials will, to the extent practicable in light of the
timing of the matters that require Board attention, be distributed to
each director prior to the meeting.

•  Director Qualification Standards . The following standards have been adopted by the Board of Directors:

•  Independent Directors . The Board shall have a majority of
independent directors, as that term is defined in Section 303A
Corporate Governance Standards of the NYSE listing standards and
applicable law. No director will be considered independent if he or she
has a material relationship with the Company, as determined by the
Board. The Board affirmatively determines annually, based on the
recommendations and findings of the Nominating and Corporate Governance
Committee, the independence of each director.

•  Limitation on Number of Other Directorships . Service as a
member of the Company's Board of Directors is significant in terms of
both time and responsibility. Accordingly, each Board member is
encouraged to limit the number of other boards on which he or she
serves and be mindful of his or her other existing and planned future
commitments, so that such other directorships and commitments do not
materially interfere with his or her service as an effective and active
member of the Company's Board. Specifically, a member of the Board of
Directors may serve on no more than five (5) other corporate boards,
including the Company's Board of Directors. The Chief Executive Officer
may serve on no more than two (2) other corporate boards, excluding the
Company's Board.

•  Size of Board . The Company's Bylaws provide that the Board
shall consist of not fewer than seven or more than eleven members (with
the exact number to be determined by the Board), divided into three
classes if there are more than nine members (as nearly equal in number
as possible) having staggered terms of three years each.

•  Director Tenure . The Board believes it should expressly
limit a director's tenure on the Board, but should not discourage
experience. The Board believes that a 20 year term limitation as a
director is appropriate, but the Board may waive this limitation. The
Company values the contribution of directors who over time have
developed increasing insight into the Company and its operations and
therefore provide an increasing contribution to the Board as a whole.
The Board's Nominating and Corporate Governance Committee reviews each
director's continuation on the Board every three years, at the time
when each director is up for reelection by the Company's shareholders.

•  Director Retirement . The mandatory retirement age for all
directors of the Corporation is 82 years of age. The Board has
authority to waive the mandatory retirement age in individual cases if,
in the judgment of the Board, the best interests of the Company would
be served by a waiver.

•  Director Succession . The Board of Directors has a duty to
the Company's shareholders to identify the most qualified candidates to
serve as Board members. The Board is responsible for recommending
director candidates for election by the shareholders and for electing
directors to fill vacancies or newly created directorships. The Board
has delegated the screening and evaluation process for director
candidates to the Nominating and Corporate Governance Committee, which
will identify, evaluate and recruit highly qualified director
candidates and recommend them to the Board.

•  Selection of Director Candidates . The Board's Nominating
and Corporate Governance Committee is responsible for reviewing with
the Board, on a periodic basis, the requisite skills and
characteristics of potential new Board members in the context of the
current make-up of the Board. This assessment will include members'
qualification as independent, as well as consideration of the
candidate's broad-based business skills and experiences, prominence and
reputation in their profession, concern for the interests of the
shareholders, other commitments and responsibilities, personal
integrity and judgment and such other matters as the Nominating and
Corporate Governance Committee deems appropriate. The following sets
forth the Knight Transportation, Inc. Committee's selection criteria
for director candidates. The following are used as guidelines and are
not absolute prerequisites for selecting director candidates.

•  All director candidates should be committed to the Company's
basic beliefs as set forth in the Company's Code of Ethical Conduct and
shall be individuals of integrity, intelligence and strength of
character and should support and enhance the Company's core values,
culture, and operating model;

•  Non-employee director candidates should be “independent,” as
defined under the applicable rules and regulations of the stock market
or exchange on which the Company's shares are listed, and any other
applicable laws, rules, and regulations governing independence
(including the Sarbanes-Oxley Act of 2002), and the Company's corporate
governance guidelines;

•  Director candidates should also maintain the independence
necessary for an unbiased evaluation of management performance;

•  Director candidates should be able to effectively carry out responsibilities of oversight of the Company's strategy;

•  Directors should have a working knowledge of corporate
governance issues and the changing role of boards, together with a firm
commitment to attend and participate in Board meetings and related
Board activities;

•  Directors should have demonstrated management and/or
business skills or experience that will contribute substantially to the
management of the Company; and

•  Directors should ideally have either public company
experience, a financial background, or experience in the transportation
industry or a related industry.

•  Director Orientation and Continuing Education . The
Nominating and Corporate Governance Committee will develop and oversee
an orientation program for new Board members. New non-employee
directors will be provided with a variety of materials to familiarize
themselves with the Company, its management structure and operations
and any key legal, financial, risk management and operational issues,
as well as the policies, procedures and responsibilities of the Board
and its committees. New non-employee directors also meet with members
of the Company's senior management and other non-employee directors as
part of their orientation. In addition, the Company periodically
provides materials to the directors on subjects that would assist them
in discharging their duties.

•  Executive Sessions of the Board . The non-management
directors of the Company will meet in executive session without
management at least once each year and may meet without management at
any regularly scheduled meeting of the Board of Directors and at any
other time a non-management director requests. The Chairman of the
Nominating and Corporate Governance Committee will preside at the
executive sessions. Any third party desiring to contact the
non-management directors of the Company may do so by contacting the
Chairman of the Nominating and Corporate Governance Committee.

•  Director Access to Management and Independent Advisors . The
Board has full access to any officer of the Company, any representative
of the Company's advisors, and to any of the Company's outside legal
counsel and other advisors.

•  Director Compensation . The Board of Directors, upon the
recommendation of the Compensation Committee, will establish the form
and amount of compensation paid to non-management Board members. Board
members who are also employees of the Company receive no additional
compensation for serving on the Board of Directors. The Compensation
Committee reviews director compensation annually, including information
obtained from one or more third-party reports or surveys in order to
compare the Company's Board compensation practices with those of other
public companies of comparable size. In making its recommendation to
the Board, the Compensation Committee will consider that Board members'
independence may be jeopardized if Board compensation exceeds
appropriate levels, if the Company makes substantial charitable
contributions to organizations with which a Board member is affiliated,
or if the Company enters into material consulting arrangements to a
Board member or organization with which a Board member is affiliated.

•  Management Succession . The Nominating and Corporate
Governance Committee, in consultation with the Chairman of the Board
and Chief Executive Officer, will make an annual report to the Board of
Directors on succession planning. The Board will work with the
Nominating and Corporate Governance Committee and the Chairman of the
Board and Chief Executive Officer to evaluate potential successors to
the Chairman of the Board and Chief Executive Officer, President, Chief
Financial Officer, and other key members of executive management. The
Chairman of the Board and Chief Executive Officer will at all times
make available his or her recommendations and evaluations of potential
successors, along with a review of any development plans recommended
for such individuals.

•  Annual Performance Evaluation of the Board . The Nominating
and Corporate Governance Committee is responsible for developing and
recommending to the Board an annual self-evaluation process of the
Board designed to assure that Board members contribute to the Company's
corporate governance and to its performance. The Committee will
develop, approve and implement a director evaluation program to measure
the individual and collective performance of the Board and the
fulfillment of their responsibilities to the Company's shareholders,
including an assessment of the Board's compliance with general
corporate governance guidelines and identification of areas in which
the Board could improve its performance.

Adopted: March 2, 2005