EasyJet 2012 Annual Report Download - page 41

The review of our remuneration policy and consultation with
shareholders took place under the auspices of the Committee and
further details of the review and consultation can be found in the
Directors’ remuneration report.
Charles Gurassa also took over the chair of the Nominations
Committee last year. As a result of appointing three new Non
Executive Directors towards the end of the last financial year, there
has been no need to appoint any further Non Executives and
consequently the Nominations Committee has only met once
during the year. I stepped down from the Nominations Committee
as of 27 September 2012.
David Bennett continues to chair the Audit Committee and, despite
having had to miss some meetings of the Board and its committees
at the start of the financial year due to illness, has been able to
attend all scheduled meetings since February 2012. During his
absence, David remained in regular contact with me to provide his
views on matters arising.
I am satisfied that the members of the Board, in particular the Non
Executive Directors, have sufficient time to undertake their roles at
Board and Committee level with the Company, so as to be able to
discharge their responsibilities effectively. There have been questions
over demands on my own time and I would like to take this
opportunity to reiterate my continued commitment to give all the
time necessary to fulfil my duties at easyJet.
During the year, a performance review of the Board was
undertaken using an independent external facilitator, Lintstock.
Thisprocess involved a detailed questionnaire completed by each of
the Directors and the Company Secretary. This was followed up by
Lintstock interviewing each respondent before producing a report
tothe whole Board. The Senior Independent Director led the Non
Executive Directors in a review of my own performance which also
involved feedback from the Executive Directors.
We have reviewed the monthly management information provided
to the Board with the assistance of Board Intelligence, and are
developing measures to update and improve the quality of
information provided to the Board and ways in which the Board can
access information in an easy and secure manner. These actions to
drive further improvement in the quality of information presented to
the Board form a significant part of a plan compiled in response to
the output of this year’s annual evaluation process.
We recognise the importance of diversity for Board effectiveness
and have established a new diversity policy. We remain committed
to ensuring that appointments are ultimately made on merit against
the agreed selection criteria. Further details of our diversity
considerations are set out in the Nominations Committee section.
At our Annual General Meeting in February 2012, we put all of our
Directors up for re-election in compliance with the June 2010 UK
Corporate Governance Code (the Code) and anticipate continuing
to put all Directors up for re-election annually.
Shortly before entering the close period at the end of the 2012
financial year, the Board agreed to adopt Non Executive Director
shareholding guidelines setting out that Non Executive Directors
areexpected to hold shares in the Company to the value of at
least100% of their annual fees. This level of shareholding is to be
achieved by the later of three years from the adoption of the
guidelines or, for Non Executives joining after the adoption of the
guidelines, within three years of their joining date. The intention of
implementing these guidelines is to demonstrate the Board’s
commitment to the Company and to align Non Executive Directors’
interests with those of the shareholders.
This has been a successful year for easyJet on the corporate
governance front as well as operationally and financially.
easyJet’s strategy has been further rigorously reviewed and
challenged by the Board during the course of the year. This included
a two day session in June 2012 devoted to debating and refining
the strategy. The information presented by the management team
in June resulted in a high quality, detailed review, a well focused
debate and a clear strategic vision for the Company to take
forwards. The process was a good demonstration of how
effectivelythe management team and the Board are currently
functioning together.
More work has been put into the sharing of that strategic vision and
other relevant information with our shareholders: easyJet continues
to run an active investor relations programme and in the past year
has hosted a number of well attended events including a capital
markets day and a number of site visits aimed at giving our
shareholders greater transparency of the Company’s operations.
The Company actively solicits feedback from investors and the
Board is kept informed of market perceptions and shareholder
feedback via a formal monthly report to the Board and by regular
verbal briefings.
It has obviously been a source of regret to the Board that, in spite
ofour outstanding results, our largest shareholder, easyGroup, has
pursued a highly public activist campaign which on occasion has
been targeted at undermining the good governance of the
Company and overriding normal corporate governance protocols.
However the 2012 Annual General Meeting process and the EGM
called by easyGroup seeking my removal as Chairman provided
theopportunity to consult with our shareholders and for them to
formally record their views, with 96% of the non-family votes
supportive for the Board.
In recent months the Board has consulted with ten of our largest
shareholders on the matter of the optimal methodology for the
calculation of ROCE as the Company’s principal corporate target,
following an independent review carried out by Deloitte. This was led
by Chris Kennedy with the support of Andy Martin. Subsequently,
Charles Gurassa undertook a consultation with 15 shareholders
onthe most appropriate remuneration structure for Executive
Directors. This interaction has ensured that the Board has been able
to undertake its debate and decision-making process on these
issues with a clear understanding of shareholder sentiment.
We have refreshed the memberships of some of the
Boardcommittees:
Andy Martin has joined the Remuneration Committee, as has
Charles Gurassa who has taken over as chairman of the Committee.
Governance
Chairman’s statement on corporate governance
Governance
easyJet plc
Annual report and accounts 2012 39