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46 easyJet plc Annual report and accounts 2015
Chairman’s statement on corporate governance
Committed to maintaining high standards
DEAR SHAREHOLDER
At easyJet, we are committed to maintaining high standards
of corporate governance to enhance performance and for the
protection of our shareholders. I would like to highlight, in particular,
the following key areas of governance during 2015:
Strategy
As a Board, we need to be confident that our strategy remains
appropriate and that we are identifying appropriate strategic
priorities. This year the Board held meetings in March and
September at which we challenged and shaped the strategic
priorities brought by management.
Board and Committee composition
There were a number of changes to the Board during the year.
After five years at easyJet Chris Kennedy left on 1 September
2015 to become Chief Financial Officer at ARM Holdings.
After nine years of service, David Bennett retired from the Board
on 1 October 2014 and Professor Rigas Doganis retired from the
Board on 1 December 2014, although he continues to chair the
Safety Committee until 29 February 2016. John Browett has
announced his decision to step down from the Board on
31 December 2015 after almost nine years.
I would like to thank all of them on behalf of the Board
for their commitment and contribution.
I am delighted to welcome Andrew Findlay, who joined as
Chief Financial Officer on 2 October 2015 and Chris Browne who
will join the Board as a Non-Executive Director on 1 January 2016.
The membership of the Board’s Committees as at 30 September
2015 can be found on pages 47-49.
Board effectiveness
Each year, the Board undertakes a formal evaluation of its
effectiveness. This year we have had this process externally
facilitated by Independent Audit Limited. In addition, Charles
Gurassa, the Senior Independent Director, has also led a review
of my performance with input from the other Non-Executive
Directors. Further details of the evaluation process are provided
on page 61. Following this review, I am satisfied that the Board
and its Committees are performing effectively and that there is
the appropriate balance of skills, experience, independence and
knowledge of the Group to enable the Directors to discharge
their respective duties and responsibilities effectively. I am
also satisfied that the members of the Board, in particular the
Non-Executive Directors, have sufficient time to undertake their
roles at Board and Committee level with the Company, so as
to be able to discharge their responsibilities effectively.
Board Committees
The Board delegates certain of its responsibilities to the Board
Committees to enable it to carry out its functions effectively.
A diagram of the Board governance structure is set out on
page 52.
The Audit Committee, chaired by Adèle Anderson, led a
robust competitive tender process, leading to the Board’s
recommendation to reappoint PricewaterhouseCoopers LLP
as the Company’s auditors. The Board will recommend to
the shareholders at the 2016 Annual General Meeting the
reappointment of PricewaterhouseCoopers LLP as auditors for
the year ending 30 September 2016. Further details of the audit
tender process are provided in the Audit Committee report on
pages 54 to 57.
Structure of Corporate Governance Report
The Corporate Governance Report which follows is intended to
give shareholders an understanding of the Company’s corporate
governance arrangements and how they operated during the
year. The Corporate Governance Report includes reports from
each of the Committee Chairs to provide details on key matters
addressed by the Committees during the year.
We have also set out a separate section (on pages 60 to 62) to
provide a detailed description of how the Company has complied
with the principles of the UK Corporate Governance Code.
Compliance with the UK Corporate Governance Code
The Board considers that it and the Company have,
throughout the year, complied without exception with the
provisions of the UK Corporate Governance Code
(September 2014), which is the version of the Code which
applies to the Company for its 2015 financial year. The Code
is issued by the Financial Reporting Council and is available
for review on the Financial Reporting Council’s (FRC’s)
website: https://www.frc.org.uk
JOHN BARTON
Non-Executive Chairman