EasyJet 2014 Annual Report Download - page 69

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www.easyJet.com 67
Governance
Board
(maximum 8)
Audit
Committee
(maximum 3)
Remuneration
Committee
(maximum 3)
Finance
Committee
(maximum 4)
Safety
Committee
(maximum 4)**
Nominations
Committee
(maximum 3)
Fleet
Oversight
and
Governance
Committee
(maximum 5)
IT
Governance
and Oversight
Committee
(maximum 3)
Executive Directors
Carolyn McCall OBE 8 3*1*2*2* and 1/1 2*2*3*
Chris Kennedy 8 3*n/a 4*n/a n/a 4*3*
Non-Executive Directors
John Barton 8/8 2*2*1*1*3*1*n/a
Charles Gurassa 8/8 n/a 3/3 n/a n/a 3/3 5/5 n/a
Adèle Anderson 8/8 3/3 n/a 4/4 n/a 1*4/5 3/3
David Bennett 8/8 3/3 3/3 4/4 n/a 3/3 n/a n/a
Dr. Andreas Bierwirth 2/2 n/a n/a n/a n/a n/a n/a n/a
John Browett 8/8 n/a 1/1 n/a n/a 1*n/a 3/3
Professor Rigas Doganis 8/8 n/a 2/3 n/a 4/4 3/3 n/a n/a
Keith Hamill OBE 7/8 3/3 n/a 1/1 4/4 1*n/a 2/3
Andy Martin 8/8 1*2/2 4/4 n/a 3/3 5/5 n/a
François Rubichon 2/2 n/a 1/1 n/a n/a n/a n/a n/a
* 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.
A.3 The Chairman
The Chairman, John Barton, sets the Board’s agenda and
ensures that adequate time is available for discussion of
all agenda items, in particular strategic issues.
On his appointment in May 2013, the Board considered
John Barton to be independent in character and
judgement in accordance with the Code.
A.4 Non-Executive Directors
Charles Gurassa is Senior Independent Director and
Deputy Chairman. In this role, Charles provides advice
and additional support and experience to the Chairman
as required, and is available to act as an intermediary for
the other Directors if necessary. Charles is also available
to address shareholders’ concerns that have not been
resolved through the normal channels of communication
with the Chairman, Chief Executive or other Executive
Directors, and leads the appraisal of the Chairman’s
performance annually in discussion with the other
Non-Executive Directors in a meeting without the Chairman
being present. The Non-Executive Directors, together
with the Chairman, have also met without any Executive
Directors present during the year.
During the year, there were no unresolved concerns
regarding the running of the Company.
B. Effectiveness
B.1 Composition of the Board
As at 30 September 2014, the Board comprised 10
Non-Executive Directors (including the Chairman) and
two Executive Directors. The number of Non-Executive
Directors decreased to nine when David Bennett stepped
down on 1 October 2014 and will decrease to eight when
Professor Rigas Doganis steps down from the Board on
1 December 2014.
After giving thorough consideration to the matter,
the Board considers Adèle Anderson, David Bennett,
Dr. Andreas Bierwirth, John Browett, Professor Rigas
Doganis, Charles Gurassa, Keith Hamill, Andy Martin and
François Rubichon to be Non-Executive Directors who are
independent in character and judgement. David Bennett
and Professor Rigas Doganis are approaching nine years of
service on the Board; however, they will be stepping down
on 1 October and 1 December 2014 respectively, which for
each of them is nine years from their date of appointment.
B.2 Appointments to the Board
For information on the procedure for the appointment
of new directors to the Board, and the role of the
Nominations Committee in this process, please refer
to the Nominations Committee report on page 64.
B.3 Commitment
Following the Board evaluation process, detailed on page
68, the Board is satisfied that each of the Directors is able
to allocate sufficient time to the Company to discharge
their responsibilities effectively.
Contracts and letters of appointment with Directors
are made available at the Annual General Meeting or
on request. The standard terms and conditions of the
appointment of Non-Executive Directors are also available
in the governance section of easyJet’s corporate website:
http://corporate.easyjet.com
Executive Directors are encouraged to take up non-
executive positions in other companies or organisations.
During the year, Carolyn McCall, the Chief Executive
accepted an appointment as Non-Executive Director
at Burberry Group plc starting in September 2014.
Appointment to such positions is subject to the approval
of the Board which considers, amongst other things, the
time commitment required. The Executive Directors and
members of the Executive Management Team are only
allowed to hold one non-executive directorship position
each, outside of the Company.