EasyJet 2015 Annual Report Download - page 65

Strategic report Governance Accounts
61
www.easyJet.com
ffectiveness
B.1 Composition of the Board
As at 30 September 2015, the Board comprised eight Non-
Executive Directors (including the Chairman) and one Executive
Director, Chris Kennedy having left the Company on 1 September
2015. The number of Executive Directors increased to two when
Andrew Findlay joined on 2 October 2015.
After giving thorough consideration to the matter, the Board
considers Adèle Anderson, Dr. Andreas Bierwirth, John Browett,
Charles Gurassa, Keith Hamill, Andy Martin and François
Rubichon to be Non-Executive Directors who are independent
in character and judgement.
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, refer to the Nominations Committee
report on page 58.
B.3 Commitment
Following the Board evaluation process, detailed further below,
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. Carolyn McCall, the
Chief Executive, has acted as Non-Executive Director at Burberry
Group plc since 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
Management Team are permitted to hold one appointment on
a Board or committee of a listed company so long as this is not
thought to interfere with the business of the Group.
B.4 Development
On joining the Board, new members receive a 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 were invited to attend a country
review Board and also observe the innovation day which was
run in Milan in June 2015. 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 encouraged 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
A performance review of the Board, its Committees and Directors
was undertaken with the assistance of an external facilitator,
Independent Audit Limited, during the period. Independent Audit
has no connection with the Company beyond evaluating the
Board. It is intended to hold an externally facilitated review every
three years.
The evaluation process took place in the summer and involved
interviews with each Director and a number of the Executive
Management Team. Independent Audit Limited also reviewed the
Board and committee papers over the past year and attended
and observed the July Board meeting.
The review extended to all aspects of Board and committee
performance including composition and dynamics, the Chairman’s
leadership, agenda and focus, clarity as to role with particular
focus on its effectiveness in relation to strategic development,
oversight of risk and succession planning, and priorities for
change. Independent Audit Limited provided a report to the
Board, which was included in the papers for the Board’s
September meeting.
Charles Gurassa, as Senior Independent Director, led a review of
the Chairman’s performance 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.
The Board has started to determine appropriate actions in
response to the areas highlighted in these reviews. It will also
continue to review its procedures, effectiveness and development
objectives in the 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 all
Directors will stand for re-election or election at each Annual
General Meeting in accordance with the Code.