EasyJet 2013 Annual Report Download - page 67

www.easyJet.com 65
Governance
Effectiveness
After giving thorough consideration to the matter,
the Board considers Charles Gurassa, David Bennett,
Keith Hamill, John Browett, Professor Rigas Doganis,
Adèle Anderson and Andy Martin to be Non-
Executive Directors who are independent in character
and judgement. On appointment, the Board also
considered the current Chairman to be independent
in character and judgement. The Board seeks to
strike an appropriate balance between continuity of
experience and succession, taking into account the
underlying principles of the Code provisions regarding
tenure and refreshing of the Board.
To update the Directors’ skills, knowledge and
familiarity with the Company, visits to network
bases are organised for the Board periodically to
assist their understanding of the operational issues
that the business faces; the Board visited Charles
de Gaulle Airport, Paris in November 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.
Consequently, a briefing paper ensuring Board
members are kept up to date on key administrative
issues and changes in the law and best practice
that affect Directors is produced and circulated
when required, usually two to four times per year.
Directors are given the opportunity to highlight
specific areas where they feel 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.
A deed was executed in 2007 indemnifying each of
the Directors of the Company and/or its subsidiaries
as a supplement to the directors’ and officers’
insurance cover. The indemnities, which constitute a
qualifying third party indemnity provision as defined
by section 234 of the Companies Act 2006, were
in force during the last financial year and remain in
force for everyone who is or was a Director.
Like last year, a performance review of the Board,
its key Committees and Directors was undertaken
using an external facilitator, Lintstock Limited.
Lintstock Limited has no connection with the
Company beyond evaluating the Board, other than
providing the Company with software to monitor
insider lists and Directors’ shareholdings. Face-to-face
interviews were conducted as part of the evaluation
process last year. The process this year involved each
Director and the Company Secretary completing a
detailed questionnaire, tailored to reflect the activities
of the Board and its Committees during the year.
The Board considers that the performance review
shows that each Director continues to contribute
effectively and demonstrate commitment to the role.
The review shows 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. Commitment
of time by all Directors for Board and Committee
meetings and other duties was also considered
sufficient for the effective discharge of
responsibilities. It was considered that, given that
John Barton had held the position of Chairman for
less than six months, it would not be appropriate
to have his performance as Chairman prior to
30 September 2013 reviewed by the Senior
Independent Director. However, the Board has
committed to appraising John’s performance
prior to the end of his first full year as Chairman
in accordance with provision A4.2 of the Code.
There has been a continued focus on the quality of
information being sent and presented to the Board
to optimise its time and effectiveness. Significant
technological improvements are being implemented
around the new electronic portal for the Board. This
will optimise the interface between the Board and
management and will improve the efficiency of the
Board’s operation.
Directors’ conflicts of interest
The Company has in place procedures for
managing conflicts of interest. The Company’s
Articles of Association also contain provisions to
allow the Directors to authorise potential conflicts
of interest so that a Director is not in breach of his
or 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 line with the
Company’s Articles of Association. Directors have a
continuing duty to update any changes to their
conflicts of interest.
Board engagement with investors and relations
with shareholders
The Annual General Meeting gives all shareholders
the opportunity to communicate directly with the
Board and encourages their participation. The
Chairman (both current and previous) and Deputy
Chairman (also being the Senior Independent
Director) have both held meetings with
shareholders 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. The views of shareholders are
also regularly communicated to the Board as a
whole via a formal monthly report to the Board and
regular verbal briefings.
easyJet has an investor relations department which
runs an active programme to facilitate engagement
with investors. The programme includes one-to-one
meetings, visits to easyJet’s operations and
presentations. There is regular communication
with institutional investors on key business issues.
The investor relations website can be accessed at
http://corporate.easyjet.com.