EasyJet 2009 Annual Report Download - page 42

40 easyJet plc Annual report and accounts 2009
CORPORATE GOVERNANCE
Principles statement
easyJet is committed to meeting the required standards of corporate
governance.
Statement of compliance
During the year the Board considers that it and the Company have complied
with the best practice provisions of Section 1 of the Combined Code on
Corporate Governance of June 2008 without exception. The Combined
Code is issued by the Financial Reporting Council and available on the
Financial Reporting Council’s website, http://www.frc.org.uk/corporate.
Board of Directors
As at 30 September 2009, the Board comprised nine Non Executive
Directors (including the Interim Chairman) and one Executive Director.
The roles of Chairman (as fulfilled by Sir Colin Chandler and subsequently Sir
David Michels as Interim Chairman) and Chief Executive (Andrew Harrison)
are separated, clearly defined, and approved by the Board. Sir Michael Rake
is the Senior Independent Non Executive Director and holds the post of
Deputy Chairman.
The Company regards David Bennett, Professor Rigas Doganis, John
Browett, Sven Boinet and Keith Hamill as Independent Non Executive
Directors. Dawn Airey, who served for part of the year as Non Executive
Director, was also regarded as independent. Sir David Michels was also
regarded as independent until his appointment as Interim Chairman and
Sir Michael Rake is 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. Bob Rothenberg is not considered to be
independent due to his appointment by Sir Stelios Haji-Ioannou pursuant to
Article 87 of the Company’s Articles of Association, as set out below:
“87.1 For so long as the Controlling Shareholders directly or indirectly hold
in aggregate at least 25 per cent of the issued ordinary share capital of the
Company and the Company is entitled to continue to use the “easyJet”
brand under the terms of the easyJet Brand Licence, the Controlling
Shareholders (or either of them) shall be entitled to appoint any two
persons to be Non Executive Directors and in addition Sir Stelios Haji-
Ioannou shall be entitled to be the Chairman of the Board and of the
Company.
“87.2 For so long as the Controlling Shareholders directly or indirectly hold
in aggregate at least 10 per cent of the issued ordinary share capital of the
Company and the Company is entitled to continue to use the “easyJet”
brand under the terms of the easyJet Brand Licence, Sir Stelios Haji-Ioannou
shall be entitled to be the Chairman of the Board and of the Company.”
Board engagement with investors
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 and relative longevity on the Board following his predecessor’s
departure.
Each Chairman of the Board has made himself available for investor meetings
and questions, in person, during the year and has updated the whole Board
on the results of his meetings and the opinions of investors. Each Senior
Independent Non Executive Director has also acted as an alternative point
of contact and attended meetings in order to help develop a balanced
understanding of the issues and concerns of major shareholders. Regular
feedback is provided to the Board on the opinions of shareholders and an
investor perception audit is carried out by an independent third party on
annual basis.
The Board meets regularly, with 12 meetings having been held during the
year ended 30 September 2009. 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 any Executive Directors present on a regular basis during the year,
usually prior to or immediately after each Board meeting.
The appointments of Keith Hamill and Sir Michael Rake during the year as
Non Executive Directors were the result of a search process carried out
using external recruitment consultants in accordance with longstanding Board
practice.
Meetings attended
Director Board
Audit
Committee
Remuneration
Committee
Nominations
Committee
Sir Colin Chandler
(resigned 1 July 2009) 9 n/a 3
Andrew Harrison 12 n/a
Jeff Carr (resigned
25 September 2009) 12 n/a
Professor Rigas Doganis 10 n/a 4 3
Sir Stelios Haji-Ioannou 12 n/a n/a n/a
John Browett 10 4 n/a
Sir David Michels 11 2 4
David Bennett 11 4 4 3
Sven Boinet 9 n/a 3 n/a
Dawn Airey (resigned
31 December 2008) 1 n/a n/a n/a
Keith Hamill (appointed
1 March 2009) 8 2 n/a
Sir Michael Rake (appointed
1 June 2009) 3 n/a n/a
Bob Rothenberg (appointed
1 August 2009) 2 n/a n/a
* By invitation.
** Appointed Chairman of the Nominations Committee on 1 July 2009.
*** Appointed Chairman of the Remuneration Committee on 1 July 2009.
Sir Colin Chandler resigned during the year with effect from 1 July 2009 and,
after consideration by the Nominations Committee and the Board, Sir David
Michels was appointed Interim Chairman with Sir Michael Rake as Deputy
Chairman.
Bob Rothenberg was appointed by easyGroup Holdings Limited and Sir
Stelios Haji-Ioannou pursuant to the rights granted to them under Article 87
of the Company’s Articles of Association. The members of the Nomination
Committee also considered and approved his appointment. 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.
3*
4*
2*
2*
1*
n/a**
1***
1*
1*
1*