EasyJet 2008 Annual Report Download - page 30

easyJet plc
Annual report and accounts 2008
Corporate governance
28
Principles statement
easyJet is committed to meeting the required standards of corporate
governance.
Statement of compliance
During the year the Board considers that it has complied with the best
practice provisions of Section 1 of the Combined Code of 2006 with one
exception. At the Audit Committee meeting on 1 May 2008 the Audit
Committee Chairman was unable to attend due to illness. Although the
meeting was quorate without him, it was felt most appropriate in the
circumstances for the Chairman of the Company to chair the Audit
Committee.
Board of Directors
As at 30 September 2008, the Board comprised eight Non Executive
Directors (including the Chairman) and two Executive Directors.
The roles of Chairman (Sir Colin Chandler) and Chief Executive (Andrew
Harrison) are separated, clearly defined, and approved by the Board.
Sir David Michels is the Senior Independent Non Executive Director.
The Company regards David Bennett, Professor Rigas Doganis, Dawn Airey,
John Browett and Sven Boinet as Independent Non Executive Directors.
Diederik Karsten who served for part of the year as a Non Executive
Director was also regarded as independent. Sir Stelios Haji-Ioannou is not
regarded as independent due to his significant beneficial shareholding in the
Company and his prior involvement in an executive management capacity.
The Chairman makes himself available for investor meetings and questions,
in person, at the time of major announcements. Sir David Michels has also
made himself available to participate in investor meetings as an alternative
point of contact and in order to help develop a balanced understanding
of the issues and concerns of major shareholders. Regular feedback from
the Company’s two corporate brokers (Credit Suisse and Hoare Govett,
a division of RBS), is used to brief the Board. In addition, the Board has
access to sources who are independent of easyJet for further feedback.
The Board continues to consider that it is appropriate for the Chairman
to be the primary conduit with investors given his experience in liaising
with shareholders. During the year, the Chairman has updated the whole
Board on the results of his meetings and the opinions of investors.
However, all Directors have a standing invitation to participate in meetings
with investors. The Board meets regularly, with 11 meetings having been
held during the year ended 30 September 2008. All members of the Board
are supplied in advance with appropriate information covering matters
which are to be considered. It is standard practice for the Non Executive
Directors to meet without the Executive Directors present prior to each
Board Meeting.
Meetings attended
Audit Remuneration Nominations
Director Board Committee Committee Committee
Sir Colin Chandler 11 1 n/a 1
Andrew Harrison 11 3* 2* n/a
Jeff Carr 11 3* n/a n/a
Professor Rigas Doganis 11 n/a 3 1
Sir Stelios Haji-Ioannou 10 n/a n/a n/a
John Browett 10 – 1 n/a
Sir David Michels 9 2 3 n/a
Dawn Airey 9 n/a 3 1
David Bennett 7 2 2 1
Sven Boinet
(appointed 1 March 2008) 6 2 1 n/a
Diederik Karsten
(resigned 21 February 2008) 2 1 n/a n/a
*By invitation.
The appointment of Sven Boinet during the year as a Non Executive
Director was the result of a search process carried out using external
recruitment consultants in accordance with longstanding Board practice.
Separately, the Board has taken advice during the year from expert
management search and development consultants with a view to both
enhancing its development of key managers and reviewing its succession
planning for the top executive roles in the Company.
Directors and officers insurance cover has been established for all Directors
to provide cover against their reasonable actions on behalf of easyJet.
During the year, the Chairman undertook a performance review of the
Board using a written evaluation framework. The process involved a detailed
questionnaire completed by each of the Directors, one on one discussions
with individual Directors and a separate review of the outcome by the full
Board in a plenary session. The performance of the Board’s Committees
and also that of the individual Board Directors was reviewed as part of
the same process. Separately, Sir David Michels has met during the year
with the other Non Executive Directors (excluding the Chairman)
to appraise the Chairman’s performance.
The Board regularly receives updates, via the Company Secretary,
on relevant legislation, regulation and governance best practice.