EasyJet 2011 Annual Report Download - page 51

During the year the Audit Committee’s business has
included the following items:
–Half Year Results
–Annual Results
–Internal Audit Plan and Reports, including:
–key internal audit reports
–control themes
–follow ups
–programme assurance
–fraud prevention
–quality assurance
–internal controls
–Bribery Act compliance
–Business continuity and disaster recovery
–Matters reserved for the Board
–Delegated authorities
–Audit Committee terms of reference
–Non-audit services policy
–Whistleblower reports
–Internal audit effectiveness and independence.
The Board as a whole, including the Audit Committee,
debated risks and risk management on which basis we
believe that the Board has fulfilled its obligations under
the Code. Going forward the Audit Committee will
continue to be responsible for reviewing the adequacy
and effectiveness of the Company’s risk management
process.
Nominations Committee
The Nominations Committee comprises at least three
members. During the year, the Nominations
Committee members were Sir David Michels until his
resignation from the Board (Chairman), David Bennett
and Professor Rigas Doganis. Charles Gurassa and
Sir Michael Rake were appointed to the Committee
after the departure of Sir David Michels with Charles
Gurassa taking the Chair.
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 external recruitment consultants.
The Nominations Committee has met twice during the
year to deal with the appointments of Andrew Martin
and Adèle Anderson. The searches for the Non
Executive Directors involved the use of independent
recruitment consultants.
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 governance section of easyJet’s
corporate website, http://corporate.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 opportunity 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
control of Sir Stelios Haji-Ioannou) in 2008 in relation
to the clarification of the brand licence, the Board
formed a separate Litigation Committee to deal with
the proceedings and all matters related to them.
There have been no meetings of the Litigation
Committee during the year although it remains
validly constituted.
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. easyJet has an investor relations
department which runs an active investor relations
programme to facilitate engagement with investors
including one on one meetings, visits to easyJet’s
operations and presentations. The investor relations
website can be accessed at
http://corporate.easyjet.com.
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.
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.
This included systems and controls in relation to
financial reporting processes and in preparing the
accounts. No material failings or weaknesses were
identified during the course of this review.
easyJet plc
Annual report
and accounts 2011
GovernanceCorporate responsibility
Business review Performance and risk
Overview Accounts & other information
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