EasyJet 2013 Annual Report Download - page 66

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easyJet plc Annual report and accounts 2013
64
Principles statement
easyJet is committed to meeting the required
standards of corporate governance.
Statement of compliance
The version of the Corporate Governance Code
applicable to the current reporting period is the
September 2012 UK Corporate Governance Code
(the Code).
Throughout the year ended 30 September 2013,
the Board considers that it and the Company have
complied without exception with the provisions
of the Code. The Code is issued by the Financial
Reporting Council and is available for review on
the Financial Reporting Council’s (FRC’s) website
http://www.frc.org.uk/Our-Work/Publications/
Corporate-Governance/UK-Corporate-Governance-
Code-September-2012.aspx.
Leadership
As at 30 September 2013, the Board comprised
eight Non-Executive Directors (including the
Chairman) and two Executive Directors.
The roles of Chairman and Chief Executive are
separated, set out in writing, clearly defined,
and approved by the Board.
Charles Gurassa fills the posts of Senior Independent
Non-Executive Director and Deputy Chairman.
The Board meets regularly, with nine scheduled
meetings having been held during the year ended
30 September 2013 with a further seven ad hoc
meetings. All members of the Board are supplied
in advance with appropriate, clear and accurate
information in a timely manner covering matters
which are to be considered. The Non-Executive
Directors have also met without any Executive
Directors present during the year. At our Annual
General Meeting in February 2013, all of the
Directors were put up for re-election as required
by the Code and we anticipate continuing to put
all Directors up for re-election annually.
The Board is responsible for the overall conduct of
the Group’s business and has the powers and duties
set out in the relevant laws of England and Wales
and easyJet plc’s Articles of Association. The Board
has a formal schedule of matters reserved for its
decision which is available in the governance
section of easyJet’s corporate website,
http://corporate.easyJet.com. This was reviewed
and updated during the course of the year.
Day-to-day management responsibility rests with
the Executive Management Team, listed on pages
62 and 63. These ten individuals also make up the
Executive Directors and the Company Secretary
of the main operating company, easyJet Airline
Company Limited.
The Directors’ attendance record at the scheduled
Board meetings and Board Committee meetings
for the year ended 30 September 2013 is shown in
the table below. For Board and Board Committee
meetings, attendance is expressed as the number
of meetings that each Director attended out of the
number that they were eligible to attend. In addition
to those scheduled meetings, ad hoc meetings
were also arranged to deal with matters between
scheduled meetings as appropriate.
Board
(maximum 9)
Audit
Committee
(maximum 3)
Remuneration
Committee
(maximum 4)
Finance
Committee
(maximum 5)
Safety
Committee
(maximum 4)**
Nominations
Committee
(maximum 5)
Fleet
Oversight and
Governance
Committee
(maximum 9)
Executive Directors
Carolyn McCall OBE 9/9 3* 1* 3* 4* 2* 3*
Chris Kennedy 9/9 3* 1* 5* n/a n/a 9*
Non-Executive Directors
John Barton
(1 May 2013 – 30 September 2013) 5/5 1* n/a n/a n/a n/a n/a
Sir Michael Rake
(1 October 2012 – 30 April 2013) 4/4 n/a n/a n/a n/a n/a n/a
Charles Gurassa 9/9 n/a 4/4 n/a n/a 1/1 9/9
David Bennett 9/9 3/3 4/4 5/5 n/a 5/5 8/9
Keith Hamill OBE 9/9 3/3 n/a n/a 4/4 n/a n/a
John Browett 9/9 n/a n/a n/a n/a n/a n/a
Rigas Doganis 9/9 n/a 4/4 n/a 4/4 5/5 n/a
Adèle Anderson 9/9 3/3 n/a 5/5 n/a n/a 9/9
Andy Martin 9/9 n/a 4/4 4/5 n/a 5/5 8/9
* not a member of the Committee – attendance at meeting by invitation
** Geoff Want (the independent safety expert) attended four out of four Safety Committee meetings
Governance
Corporate governance report