Aer Lingus 2008 Annual Report Download - page 40

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AER LINGUS GROUP PLC - ANNUAL REPORT 2008
38
Directors’ statement pursuant to the Transparency
Regulations
Each of the Directors, whose names and functions are listed
on pages 22 to 23 confirms that, to the best of each person’s
knowledge and belief:
- the financial statements, prepared in accordance with IFRSs
as adopted by the EU, give a true and fair view of the assets,
liabilities and financial position of the Company and the
Group and of the loss of the Group: and;
- the Directors’ report contained in the annual report includes
a fair review of the development and performance of the
business and the position of the Company and Group,
together with a description of the principal risks and
uncertainties that they face.
Internal Control
The Board has overall responsibility for the Group’s system of
internal control. Those systems which are maintained by the
Group can only provide reasonable and not absolute assurance
against material misstatement or loss. A detailed outline of the
Group’s Internal Control processes is included in the Corporate
Governance Statement on pages 26 to 32.
Issue and Purchase of Own Shares
The Company received authority from shareholders at its
last Annual General Meeting on 6 June 2008 to allot relevant
securities up to a nominal value of €8,769,839 and purchase
up to 10% of its own shares. Both these authorities are due to
expire at the Company’s forthcoming Annual General Meeting
on 5 June 2009.
Corporate Governance
The Directors’ Corporate Governance Statement including the
Directors’ statement on the adoption of the going concern basis
for the preparation of the consolidated financial statements is
set out on pages 26 to 32. The Report of the Remuneration
Committee on Directors’ Remuneration is set out on pages 33
to 35. The Directors’ Corporate Social Responsibility Statement
is set out on pages 12 to 21.
Share Ownership Restrictions
Since Aer Lingus’ entitlement to obtain or to continue to hold
or enjoy the benefit of the licences, permits, consents and
privileges that enable Aer Lingus to carry on business as an air
carrier in Ireland and/or internationally can be adversely affected
if too many of the Ordinary Shares are held by non-EU nationals,
the Directors are given certain powers under the Articles of
Association to take action to ensure that shareholdings of non-
EU nationals in the Company’s share capital are not of such
a size or type which could jeopardise Aer Lingus’ air carrier
rights. The Directors have the power to designate a maximum
percentage of the Company’s share capital which may be held
by Non-EU nationals and have determined that in excess of
50% of the Company’s issued share capital will be held by EU
shareholders.
Political Contributions
No political donations were made by the Group during the year.
Subsidiary Companies
Details of the Group companies are set out in Note 11 to the
consolidated financial statements.
Books of Account
The measures taken by the Directors to secure compliance with
the Company’s obligation to keep proper books of account
are the use of appropriate systems and procedures and
employment of competent persons. The books of account
are kept at Dublin Airport.
Auditors
The Auditors, PricewaterhouseCoopers, will continue in office in
accordance with the provisions of S.160 (2) of the Companies
Act, 1963.
Regulation 21 of SI255/2006 “EC (Takeover Directive)
Regulations 2006”
For the purpose of Regulation 21 of SI 255/2006 “EC (Takeover
Directive) Regulations 2006”, the information given under
the following headings on page 27 (Terms of Appointment),
27 and 28 (Retirement and Re-election), 33 (Non-Executive
Directors, Executive Directors and Service Contracts), 36 and
37 (Substantial Interests in Share Capital and Directors and
Secretary), 38 (Issue and Purchase of own shares and Share
Ownership Restrictions), 58 (Employee Benefits), 79 (Called-Up
Share Capital), 79 to 80 (Share Premium, Capital Conversion
Reserve Fund, and Other Reserves) and 81 and 82 (Employee
Participation and Pensions and other Post Employment
Benefits) are deemed to be incorporated in this Report.
Transparency (Directive 2004/109/EC) Regulations 2007
As required by Statutory Instrument 277/2007 Transparency
(Directive 2004/109/EC) Regulations 2007 the following sections
of the Company’s Annual Report shall be treated as forming
part of this report:
- The Chairman’s Review on pages 2 to 5
- Operating and Financial Review on pages 6 to 11 which
includes a review of the price risk and cash flow risk, external
environment, key strategic aims and performance measures.
- Details of Earnings per Ordinary Share on page 68
- Details of Derivative Financial Instruments on page 72
Directors’ Report continued