EasyJet 2010 Annual Report Download - page 38

easyJet plc
Annual report and accounts 2010
Governance
Corporate governance
36
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 without exception with the best practice provisions of
Section 1 of the Combined Code on Corporate Governance of
June 2008. The Combined Code is issued by the Financial Reporting
Council and is available on the Financial Reporting Council’s
website, http://www.frc.org.uk/corporate.
Board of Directors
As at 30 September 2010, the Board comprised seven Non
Executive Directors (including the Chairman) and two Executive
Directors.
The roles of Chairman (as fulfilled by Sir David Michels as Interim
Chairman and subsequently Sir Michael Rake) and Chief Executive
(as fulfilled by Andrew Harrison and subsequently Carolyn McCall
OBE) are separated, clearly defined, and approved by the Board.
Sir David Michels 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.
Sir Stelios Haji-Ioannou (who served until 14 May 2010) was not
regarded as independent due to his significant beneficial
shareholding in the Company and his prior involvement in an
executive management capacity. Bob Rothenberg (who also served
until 14 May 2010) was 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.
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.
The Chairman has made himself available for investor meetings and
questions, in person, during the year and has updated the whole
Board on the results of these meetings and the opinions of
investors. The 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 an
annual basis.
The Board meets regularly, with 10 meetings having been held
during the year ended 30 September 2010. 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 Carolyn McCall OBE and Chris Kennedy as
Executive Directors during the year were the result of search
processes carried out using external recruitment consultants in
accordance with longstanding Board practice.
Meetings attended
Director Board
Audit
Committee
Remuneration
Committee
Nominations
Committee
Litigation
Committee
Carolyn McCall OBE
(appointed 1 July 2010) 2 n/a n/a n/a 6
Chris Kennedy
(appointed 1 July 2010) 2 n/a n/a n/a 6
Andrew Harrison
(resigned 30 June 2010) 7 2* 1* n/a 5
Sir Michael Rake 10 n/a n/a n/a 12
Sir David Michels 10 n/a 2* 2 10
David Bennett 9 3 2 1 10
Sven Boinet 7 n/a 1 n/a 8
John Browett 7 3 n/a n/a 10
Professor Rigas Doganis 10 n/a 2 2 10
Keith Hamill 9 3 2 n/a 8
Sir Stelios Haji-Ioannou
(resigned 14 May 2010) 0 n/a n/a n/a n/a
Bob Rothenberg
(resigned 14 May 2010) 5 2* n/a n/a n/a
*By invitation.
With effect from 1 January 2010, Sir David Michels stood down
from the post of Interim Chairman, taking up the post of Deputy
Chairman (and Senior Independent Non Executive Director) and
Sir Michael Rake was appointed Chairman.
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 a performance review of the
Board was undertaken using an external evaluation tool provided
by a corporate advisory company. This process involved a detailed
questionnaire completed by each of the Directors and one on one
discussions with individual Directors. The performance of the Board
(including the Chairman), the Board’s Committees and also that of
the individual Board Directors was reviewed as part of the same
process. The Senior Independent Director led the Non Executive
Directors in a review of the Chairman’s performance which also
involved feedback from the Executive Directors.
The Board regularly receives updates, via the Company Secretary,
on relevant legislation, regulation and governance best practice.