EasyJet 2013 Annual Report Download - page 61

www.easyJet.com 59
Governance
reviewed a range of safety-related matters. Some
of these followed requests from the Board to
undertake detailed reviews of specific operational
factors following up the regular safety reports
provided to the Board. This included a review
of the Company’s “Just Culture”. A Just Culture
is recognised as a key component of a mature
safety management system and is an environment
within which individuals feel free to report on
safety matters.
More detail on the operation of the new Fleet
Oversight and Governance Committee and the
Safety Committee can be found in the corporate
governance report.
During the year, the Board also continued its
programme of visiting its overseas bases and
meeting local management. Board members
undertook a trip to Charles de Gaulle Airport, Paris
which included a tour of the operations to deepen
the Non-Executive Directors’ understanding of the
day-to-day functioning of the airline.
easyJet’s strategy has continued to be rigorously
reviewed and challenged by the Board during the
course of the year. This included a two day session
in July 2013 devoted to debating and refining
the strategy. The information presented by the
management team in July resulted in a high quality,
detailed review, a well-focused debate and a clear
strategic vision for the Company to take forward.
The process was a good demonstration of how
effectively the management team and the Board
are functioning together.
Board effectiveness
During the year a performance review of the Board,
its key Committees and Directors was undertaken
by Lintstock Limited, an external facilitator. The
process and findings are described on page 65.
Following this review and based on what I have
seen in the initial months of my tenure as Chairman,
I am satisfied that the Board and its Committees
are performing efficiently and that there is the
appropriate balance of skills, experience,
independence and knowledge of the Company to
enable the Directors to discharge their respective
duties and responsibilities effectively. I am also
satisfied that the members of the Board, in
particular the Non-Executive Directors, have
sufficient time to undertake their roles at the Board
and Committee level with the Company, so as to
be able to discharge their responsibilities effectively.
Diversity
We recognise the importance of diversity in Board
effectiveness and 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 on page 67.
Investor engagement
We remain committed to sharing our strategic vision
and other relevant information with our shareholders:
the Company actively solicits feedback from
investors and the Board is kept informed of market
perceptions and shareholder feedback via formal
monthly Board reports and regular verbal briefings.
As part of the process to approve the order of new
aircraft in June and July, the Chief Executive and
the Chief Financial Officer visited and spoke with
shareholders to ensure that the rationale for the
fleet order was clearly understood.
Non-Executive Director shareholdings
Last year, the Board agreed to adopt Non-Executive
Director shareholding guidelines. These outline an
expectation that Non-Executive Directors 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 target has
already been achieved by three quarters of the
current Non-Executive Directors.
John Barton
Non-Executive Chairman