EasyJet 2012 Annual Report Download - page 47

Effectiveness
The Company regards David Bennett, Professor Rigas Doganis,
John Browett, Keith Hamill, Charles Gurassa, Adèle Anderson
and Andy Martin, as Non Executive Directors who are
independent in character and judgement.
All new Directors are given a full, formal and tailored induction
upon appointment which provides them with information about
the Company. In addition, meetings are arranged with key
executives and managers within the business during and after
induction to provide ongoing education and information about
the business. Visits to network bases are organised for the Board
from time to time to assist understanding of the operational
issues the business faces. The next visit by Non Executive
Directors to one of the European bases has been arranged for
December 2012. The Board is also regularly kept up to date with
developments in relevant law, regulation and best practice to
maintain their skills and knowledge. Directors are given the
opportunity to highlight specific areas in which their skills or
knowledge would benefit from development as part of the annual
Board evaluation process. Directors’ and officers’ insurance cover
has been established for all Directors to provide cover against
their reasonable actions on behalf of the Company and a deed
was executed in 2007 indemnifying each of the Directors of the
Company and/or its subsidiaries. The indemnities were in force
during the last financial year and remain in force for all persons
who are, or were, such Directors.
During the year, a performance review of the Board was
undertaken using an external facilitator, Lintstock, in accordance
with provision B6.2 of the Code. Lintstock has no connection with
the Company, beyond evaluating the Board, other than providing
software to the Company with which to monitor insider lists
and Directors’ shareholdings. The Board considers that the
performance review shows that each Director continues to
contribute effectively and to demonstrate commitment to the
role (including commitment of time for Board and committee
meetings and other duties) and that there is an appropriate
balance of skills, experience, independence, diversity (including
gender) and knowledge of the Company to enable the Directors
to discharge their respective duties and responsibilities effectively.
Directors’ conflicts of interest
The Company has procedures for managing conflicts of interest
in place and the Company’s Articles of Association contain
provisions to allow the Directors to authorise potential conflicts of
interest so that a Director is not in breach of his/her duty under
company law. Should a Director become aware that they have an
interest, directly or indirectly, in an existing or proposed
transaction with easyJet, they should notify in accordance with
the Company’s Articles of Association. Directors have a continuing
duty to update any changes to these conflicts.
Board engagement with investors
The Chairman and Deputy Chairman (also being the Senior
Independent Director) have both had meetings with shareholders
in order to help maintain a balanced understanding of the issues
and concerns of major shareholders. They have both updated the
whole Board on the results of these meetings and on the opinions
of investors. Regular feedback is provided to the Board on the
opinions of shareholders. In addition the Company has held an
investor day and capital markets day to share information with
investors and listen to shareholder opinion.
Board Committees
Remuneration Committee
At 30 September 2012, the Remuneration Committee comprised
four Independent Non Executive Directors, namely Charles
Gurassa (Chairman), David Bennett, Professor Rigas Doganis and
Andy Martin. This Committee, which has met three times during
the 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.
New Bridge Street (NBS) (an AON Hewitt Company) has been
appointed as easyJet’s remuneration advisors. NBS are a member
of the Remuneration Consultants Group and comply with its code
of conduct. A different member of the AON Hewitt Group also
conducted employee surveys for the Company.
The Board has reviewed the composition of the Remuneration
Committee during the year and is satisfied that the Directors who
are currently members of this Committee are those who are best
able to contribute to the Committee’s objectives.
Shareholders are generally required to approve all new Long Term
Incentive Plans and significant changes to existing plans. Further
details of these plans can be found in the Report on Directors’
remuneration and the full text of the terms of reference for the
Remuneration Committee is available in the governance section
of easyJet’s corporate website, http://corporate.easyJet.com.
Audit Committee
The Audit Committee comprises three Non Executive Directors,
all of whom are independent. At 30 September 2012, the Audit
Committee members were David Bennett (Chairman), Keith
Hamill and Adèle Anderson. This Committee meets at least three
times per year. The primary function of the Audit Committee
is to assist the Board in fulfilling its oversight responsibilities by
reviewing the financial reports and other financial information
in advance of publication, reviewing on a continuing basis the
systems of internal controls regarding finance and accounting
that management and the Board have established, and reviewing
generally the auditing, accounting and financial reporting
processes. The ultimate responsibility for reviewing and approving
the annual and other accounts remains with the Board.
Governance
easyJet plc
Annual report and accounts 2012 45