Aer Lingus 2011 Annual Report Download - page 34

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Annual Report 2011
32
Director Status Independent/
Non-Independent
Colm Barrington Current Independent
David Begg Current Non-Independent
(former ESOT nominee)
Montie Brewer Current Independent
Leslie Buckley Current Non-Independent
(Minister’s nominee)
Thomas Corcoran Retired Independent
Laurence Crowley Current Independent
Mella Frewen Current Independent
Danuta Gray Current Independent
Francis Hackett Current Non-Independent
(Minister’s nominee)
Colin Hunt Current Non-Independent
(Minister’s nominee)
Michael Johns Retired Non-Independent
(former ESOT nominee)
Andrew Macfarlane Current Non-Independent (Executive)
Thomas Moran Current Independent
Christoph Mueller Current Non-Independent (Executive)
Nicola Shaw Current Independent
Ms Mella Frewen was appointed to the Board on 1 January 2011.
Mr David Begg was appointed to the Board on 28 January 2011
following the expiry of his term of appointment as a director
nominated by Aer Lingus ESOP Trustees Limited (“ESOT”).
Mr Michael Johns retired from the Board as an ESOT nominated
Director on 28 February 2011.
Mr Thomas Corcoran retired from the Board on 6 May 2011.
Mr Colm Barrington, Mr Laurence Crowley and Ms Danuta Gray were
re-elected as Directors at the Company’s Annual General Meeting
(AGM) held on 6 May 2011. Mr David Begg, Ms Mella Frewen and Mr
Andrew Macfarlane were elected as Directors at the 2011 AGM.
The interest of the Directors in office at 31 December 2011 in the
shares of the Group are outlined in the Report of the Remuneration
Committee on Directors Remuneration on page 51.
There were no contracts or arrangements entered into during the year
in which a Director was materially interested and which were
significant in relation to the Group’s business.
During the year ended 31 December 2011, the Company Secretary
(Mr Donal Moriarty) was granted a conditional award of 100,000
shares under the Long Term Incentive Plan (“LTIP”) in respect of the
vesting period 1 January 2011 to 31 December 2013. Any vesting of
these shares is subject to the achievement of the performance targets
outlined in the LTIP and the rules of the LTIP.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.
Irish company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors have
prepared the financial statements in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European
Union (EU). The financial statements are required by law to give a
true and fair view of the state of affairs of the company and the group
and of the profit or loss of the group.
In preparing these financial statements the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgments and estimates that are reasonable and prudent;
• state that the financial statements comply with IFRSs as adopted by
the European Union , and
•prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the group and the parent
company will continue in business.
The Directors are also required by applicable law and the Listing Rules
issued by the Irish Stock Exchange, to prepare a directors’ report and
reports relating to Directors’ remuneration and corporate governance.
In accordance with the Transparency (Directive 2004/109/EC)
Regulations 2007 (“the Transparency Regulations”), the Directors are
required to include a management report containing a fair review of
the business and a description of the principal risks and uncertainties
facing the group.
The Directors are responsible for keeping proper books of account that
disclose with reasonable accuracy at any time the financial position of
the Company and the Group and to enable them to ensure that the
financial statements comply with the Companies Acts 1963 to 2009
and, as regards the group financial statements, Article 4 of the IAS
Regulation. They are also responsible for safeguarding the assets of the
Company and the Group and for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Group’s website.
Irish legislation governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
Directors’ Report (continued)
DIRECTORS’ REPORT Aer Lingus Group Plc