EasyJet 2008 Annual Report Download - page 32

The Board has discussed the composition of the Audit Committee
and at the end of June 2008, John Browett was appointed to the Audit
Committee in place of Sven Boinet who was simultaneously appointed
to the Remuneration Committee. The Board is satisfied that the Directors
who are currently members of this Committee are those who are best
able to contribute to the Committee’s objectives. David Bennett has served
as the Chairman of the Committee during the year. David is currently
an Executive Director of Abbey National plc prior to which he was
Chief Executive Officer and Finance Director of Alliance and Leicester plc,
experience which the Board considers to be recent and relevant for
the purposes of undertaking the role as chairman of the Committee.
Nominations Committee
The Nominations Committee comprises at least three members. During
the year, the Nominations Committee members were Sir Colin Chandler
(Chairman), David Bennett, Professor Rigas Doganis and Dawn Airey. Sir
Colin Chandler is not considered to be independent as he is Chairman of
the Group. However, the Board is satisfied that Sir Colin Chandler’s personal
integrity and experience makes him a highly effective member of the Board
and the Nominations Committee.
This Committee is responsible for nominating candidates to fill Board
positions and for making recommendations on Board composition and
balance. In appointing Non Executive Directors, the Board’s practice is to use
an external recruitment agency. The Nominations Committee has met once
during the year to consider and approve the appointment of Sven Boinet
following a search using an independent recruitment consultant.
The terms of reference of the Nominations Committee are documented
and agreed by the main Board. The full text of the terms of reference
is available in the investor relations section of the easyJet website,
www.easyJet.com.
Before selecting new appointees, the Nominations Committee considers
the balance of skills, knowledge and experience on the Board to ensure
that a suitable balance is maintained. All job specifications prepared include
details of the time commitments expected in the role.
On joining the Board, new Board members receive a full and tailored
induction. Shareholders are offered the chance to meet new Directors.
Contracts and letters of appointment with Directors are made available
at the Annual General Meeting or on request.
Litigation Committee
As a result of the proceedings brought by easyGroup IP Licensing Limited
(a company under the ultimate ownership of Sir Stelios Haji-Ioannou) in
relation to the clarification of the Brand Licence, the Board has set up a
separate Litigation Committee to deal with the proceedings and all matters
related to them. Sir Stelios Haji-Ioannou does not sit on this committee
which comprises every other Director of the Board. It is anticipated that
the Committee shall continue to exist until the proceedings and any related
circumstances giving rise to a conflict of interest between Sir Stelios
Haji-Ioannou’s interests and those of the Company have been resolved.
Relations with investors and the Annual General Meeting
(“AGM”)
The AGM gives all shareholders the opportunity to communicate directly
with the Board. There is also regular communication with institutional
investors on key business issues. The Group has an investor relations
department which runs an active investor relations programme to facilitate
engagement with investors.
Internal control
The overall responsibility for easyJet’s systems of internal control and
for reviewing its effectiveness rests with the Directors of the Company.
The responsibility for establishing and operating detailed control procedures
lies with the Chief Executive. However, the internal control systems are
designed to manage rather than eliminate the risk of failure to achieve
business objectives and by their nature can only provide reasonable but
not absolute assurance against material misstatement or loss.
A formal process established to identify, evaluate, manage and report
upon significant risks faced by the Company is operated by the Company
Secretary under the direction of the Audit Committee. The process involves
a rigorous mandatory reporting regime across middle tier management
with reporting of risks subject to review by a cross-functional executive
committee which produces detailed risk reports to the Board. This process
has operated throughout the year and during the period from the year
end to the signing of the financial statements.
The Board has conducted an annual review of the effectiveness of the
system of internal control during the year under the auspices of the
Audit Committee.
The internal control regime is enhanced by the creation of a whistleblower
reporting function. The system is operated by a specialist external
third-party service provider and allows employees to report concerns
in confidence on an anonymous basis. The Audit Committee has approved
the processes and reporting structure for the function and receives
regular reports on the operation of the function.
easyJet plc
Annual report and accounts 2008
Corporate governance
continued
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