Ryanair 2004 Annual Report Download - page 16

Corporate Governance
Corporate Governance is concerned with how companies are
directed and controlled and in particular, with the role of the
Board of Directors and the need to ensure a framework of
effective accountability.
Combined Code
The Directors are committed to maintaining the highest
standards of corporate governance. For the current financial
year the Directors confirm that Ryanair has applied the
principles set out in section 1 of the 1998 Combined Code.
At present the Board’s practices and procedures are being
revised to ensure compliance with the revised Combined
Code on Corporate Governance (published by the Irish Stock
Exchange and applicable for reporting years beginning on or
after November 1, 2003) and the Sarbanes-Oxley Act (issued
in 2002 by the US Securities and Exchange Commission).
Code Principles
Ryanair’s Board is committed to governing the group in
accordance with best practice, and supports the principles of
good governance contained in the Combined Code in relation
to:
•Directors and the Board,
•Directors’ remuneration,
•Relations with shareholders, and
•Accountability and audit.
Directors and the Board
At the financial year end the Board of Ryanair comprised 9
non-executive directors and 1 executive director. Biographies
of these directors are set out on page 20. Each director has
extensive business experience, which they bring to bear in
governing the group. The group has a chairman with an
extensive background in this industry, and significant public
company experience. Historically, the group has always
separated the roles of chairman and chief executive. The
Chairman is primarily responsible for the working of the
Board, and the Chief Executive for the running of the
business and implementation of the Board’s strategy and
policy.
The Board meets at least on a quarterly basis and full
attendance is usual. In the year to March 31, 2004 the Board
met on four occasions. Detailed Board papers are circulated
in advance so that Board members have adequate time and
adequate information to be able to participate fully at the
meeting. The Board’s focus is on strategy formulation, policy
and control. The Board also has a schedule of matters
rese r ved for its attention, including matte r s such as
appointment of senior management, approval of the annual
budget, capital expenditure in excess of 635,000, and key
strategic decisions. The holding of detailed regular Board
meetings and the fact that many matters require Board
approval, indicate that the running of the group is firmly in
the hands of the Board.
The Board regards the majority of directors as independent
and that no one individual or one grouping exerts an undue
influence on others. All directors have access to the advice
and services of the Company Secretary and the Board has
established a procedure whereby directors wishing to obtain
a d v ice in the furt h e ra n ce of their duties may ta ke
independent professional advice at the group’s expense.
New non-executive directors are encouraged to meet the
executive director and senior management for briefing on
the group’s developments and plans. Directors can only be
appointed following selection by the Nomination Committee
and approval by the Board and by the shareholders at the
Annual General Meeting.
Ryanair’s Articles of Association require that all of the
directors retire and offer themselves for re-election within a
three-year period. Accordingly Mr. Michael Horgan, Mr. Kyran
McLaughlin, Mr. Paolo Pietrogrande and Dr. T Anthony Ryan
will be retiring, and being eligible will offer themselves for
re-election at the AGM on September 23, 2004.
In accordance with the recommendations of the Combined
Co d e, M r. Ky ran McLaughlin is Chairman of the Au d i t
Committee and Mr. James Osborne the senior non-executive
directoris Chairman of the Remuneration Committee.
(Continued)
Directors’ Report
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