EasyJet 2011 Annual Report Download - page 49

Download and view the complete annual report

Please find page 49 of the 2011 EasyJet annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 108

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108

Board Committees
Audit
Committee
Remuneration
Committee
Nominations
Committee
Litigation
Committee
Executive Directors
Chris Kennedy 3* 2* n/a n/a
Carolyn McCall 3* 3* n/a n/a
Non Executive Directors
Sir Michael Rake n/a 1* n/a n/a
Charles Gurassa (joined 27 June 2011) n/a n/a n/a n/a
Sir David Michels (left 26 August 2011) n/a n/a 1 n/a
David Bennett 3 2 0 n/a
Keith Hamill 2 6 n/a n/a
John Browett 2 n/a n/a n/a
Rigas Doganis n/a 4 1 n/a
Sven Boinet (left 30 September 2011) n/a 3 n/a n/a
Adèle Anderson (joined 1 September 2011) n/a n/a n/a n/a
Andy Martin (joined 1 September 2011) n/a n/a n/a n/a
*By invitation.
Effectiveness
The Company regards David Bennett, Professor Rigas
Doganis, John Browett, Keith Hamill, Charles Gurassa,
Adèle Anderson and Andy Martin as Independent
Non Executive Directors and also considered
Sven Boinet and Sir David Michels as independent
during their tenure.
All new Directors are given a tailored induction upon
appointment which provides them with information
about the Company, the matters reserved for the
Board, minutes of Board and Committee meetings
and share dealing code. In addition, meetings are
arranged with key executives and managers within
the business. The Board are also kept up to date with
developments in law, regulation and best practice.
Directors and officers’ insurance cover has been
established for all Directors to provide cover against
their reasonable actions on behalf of the Company.
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 Company has now engaged
an independent external facilitator to carry out the
next review of the Board’s effectiveness in accordance
with the Code provision B 6.2. The facilitator has no
connection with the Company beyond evaluating
the Board.
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 both
incumbents in the role during the year have 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.
Board Committees
Remuneration Committee
At 30 September 2011, the Remuneration Committee
comprised three Independent Non Executive
Directors, namely Keith Hamill (Chairman),
David Bennett and Professor Rigas Doganis. This
Committee, which meets at least twice per year, has
responsibility for making recommendations to the
Board on the compensation of senior executives and
determining, within agreed terms of reference, the
specific remuneration packages for each of the
Executive Directors and the Chairman. In addition to
meetings to allot shares under the Company’s share
option schemes, the Remuneration Committee has
met two times during the year.
easyJet plc
Annual report
and accounts 2011
GovernanceCorporate responsibility
Business review Performance and risk
Overview Accounts & other information
47