EasyJet 2014 Annual Report Download - page 68

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66 easyJet plc Annual report and accounts 2014
Key responsibilities
During the 2013 financial year, the Committee provided
independent oversight over the governance and controls
relating to easyJet’s fleet order which was approved by
shareholders in July 2013. During the 2014 financial year,
the Committee provided oversight of the procurement
process in relation to the selection of the engine supplier
for the new generation aircraft order, which was
announced in June 2014.
Highlights of the 2014 financial year
In relation to the engine selection process:
• reviewing the risk register;
• considering the financial models, technical review
reports and technical verification audits; and
• considering the overall governance arrangements.
Charles Gurassa
On behalf of the Fleet Oversight and
Governance Committee
“ The Fleet Oversight and Governance Committee was
constituted in October 2012 to oversee the governance
and controls relating to easyJet’s 2013 fleet order, and
the subsequent engine selection process this year, and
has given the Board assurance in its detailed scrutiny
of these orders. The Committee has been dissolved
following the completion of its duties.”
Membership prior to dissolution of the Committee
(all members are independent Non-Executive Directors)
• Charles Gurassa (Chair)
• Adèle Anderson
• Andy Martin
Meetings held in the 2014
financial year: 5
FLEET OVERSIGHT
AND GOVERNANCE
COMMITTEE
Charles Gurassa
Chair of the Fleet Oversight
and Governance Committee
COMPLIANCE WITH THE UK
CORPORATE GOVERNANCE CODE
The Company has, throughout the 2014 financial year,
complied without exception with the provisions of the
September 2012 UK Corporate Governance Code (the
Code), which is the version of the Code which applies
to its 2014 financial year.
The section below details how the Company has complied
with the Code, available at www.frc.org.uk The following
disclosures are ordered into the sections as they appear
in the Code.
A. Leadership
A.1 Role of the Board
The Board is responsible for providing effective leadership
to the Group to deliver long-term growth and performance
and setting and delivering the Group’s strategic objectives,
establishing a balanced approach to risk within the
framework of established controls. 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
Day-to-day management responsibility rests with the
Executive Management Team, listed on pages 56 to 57.
These 11 individuals are also the Executive Directors and
Company Secretary of the principal operating company,
easyJet Airline Company Limited.
The Board meets regularly, with eight scheduled meetings
having been held during the year ended 30 September 2014.
The Directors’ attendance records at those meetings and
Board Committee meetings held during the 2014 financial
year are shown in the table on page 67. Attendance is
expressed as the number of meetings that each Director
attended out of the number that they were eligible to attend
(e.g. where a Director has been appointed to a Committee
in the middle of the financial year, they will have been eligible
to attend only a proportion of the meetings held during the
year). In addition to those scheduled meetings, five ad hoc
Board meetings were also arranged to deal with matters
between scheduled meetings as appropriate. Non-Executive
Directors are also encouraged to communicate directly with
Executive Directors and senior management between formal
Board meetings.
Keith Hamill missed a Board meeting due to the
rearrangement of the meeting date when he had pre-
existing commitments. He also missed an IT Governance
and Oversight Committee meeting due to his flight from
the US being delayed. Adèle Anderson missed a Fleet
Oversight and Governance Committee meeting due to
rearrangement of the meeting date at short notice.
A.2 Division of responsibilities
The roles of Chairman and Chief Executive are separate,
set out in writing, clearly defined, and approved by the
Board. They are available on easyJet’s corporate website.
The Chairman’s role is to lead the Board and ensure that
it operates effectively. The Chief Executive’s role is the
day-to-day running of the Group’s businesses and the
development and implementation of strategy.
Corporate governance report continued