EasyJet 2014 Annual Report Download - page 70

68 easyJet plc Annual report and accounts 2014
Corporate governance report continued
B.4 Development
On joining the Board, new members receive a full and
tailored induction, organised by the Company Secretary,
which covers amongst other things:
• the business of the Group;
• their legal and regulatory responsibilities as Directors;
• briefings and presentations from relevant executives; and
• opportunities to visit and experience easyJet’s
business operations.
To update the Directors’ skills, knowledge and familiarity
with the Group, visits to bases are organised for the
Board periodically, to assist its understanding of the
operational issues that the business faces. The Board
held one of its meetings at Gatwick and the Directors had
the opportunity to experience flying an A320 simulator
at easyJet’s training facilities.
A briefing paper is provided to Board members to update
them on relevant developments in law, regulation and best
practice, 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. The Board is confident that all its members have
the knowledge, ability and experience to perform the
functions required of a director of a listed company.
B.5 Information and Support
All members of the Board are supplied with appropriate,
clear and accurate information in a timely manner covering
matters which are to be considered at forthcoming Board
or Committee meetings.
Should Directors judge it necessary to seek independent
legal advice about the performance of their duties with
the Company, they are entitled to do so at the Company’s
expense. Directors also have access to the advice and
services of the Company Secretary who is responsible for
advising the Board on all governance matters and ensuring
that Board procedures are complied with.
The appointment and removal of the Company Secretary
is a matter requiring Board approval.
B.6 Evaluation
As in 2013, a performance review of the Board, its
Committees and Directors was undertaken with the
assistance of an external facilitator, Lintstock Limited.
Lintstock has no connection with the Company beyond
evaluating the Board, other than providing the Company
with software to monitor insider lists and Directors’
shareholdings. easyJet has used Lintstock in assisting with
the preparation of questionnaires for Directors, and the
production of anonymised reports regarding the Board,
its Committees, the Chairman and individual performance
following completion of those questionnaires. It is intended
to hold externally facilitated face-to-face interviews next
year (as was done two years ago).
The evaluation process took place in the summer and
involved each Director completing four detailed
questionnaires relating to the performance of the Board,
the Chairman, the Committees and their own individual
performance. Dr. Andreas Bierwirth and François Rubichon
did not participate due to their appointments starting on
22 July. The questionnaires gathered views and feedback
on a number of key areas including Board and Committee
composition, dynamics, time management, support,
strategic oversight, risk management, succession planning
and priorities for change. Parts of the questionnaires were
consistent with previous years so as to measure any
perceived improvement or decline in Board and Committee
performance. Questions tailored to reflect the activities of
the Board and its Committees during the 2014 financial year
were also included. Lintstock produced reports based on the
results of the questionnaires with feedback anonymised.
Charles Gurassa, as Senior Independent Director, led
a review of the Chairman’s performance in his first full
year, using a bespoke questionnaire prepared with the
assistance of Lintstock and held a private meeting of the
Non-Executive Directors without the Chairman present
to discuss the Chairman’s performance. The Executive
Directors and the Non-Executive Directors also reviewed
and were satisfied with the Chairman’s time commitment
to the Board and the business.
The Chairman conducted a process of evaluating the
performance and contribution of each Director which
included a one-to-one performance evaluation and
feedback discussion with each of them, as well as referring
to an individual performance review questionnaire
completed by each Director.
The results of the evaluation from the questionnaire as
well as the Chairman and the Senior Independent Director’s
own findings were discussed by the Board at its September
Board meeting.
The Board has already started to crystallise the necessary
actions in order to focus on the perceived areas of
improvement, and will continue to review its procedures, its
effectiveness and development in the financial year ahead.
The Board considers that the performance review shows
that each Director continues to contribute effectively
and demonstrate commitment to the role (including
commitment of time for Board and Committee meetings
and any other duties).
B.7 Re-election
The Company’s Articles of Association require the Directors
to submit themselves for re-election by shareholders at
least once every three years. However, the Board has
decided that, as has been the case for the past three
years, all Directors will stand for re-election or election at
each Annual General Meeting in accordance with the Code.