Ryanair 2004 Annual Report Download - page 17

Corporate Governance (continued)
Board Committees
The following committees have been established as sub-
committees of the Board;
The Audit Committee
The Audit Committee meets regularly and has clear terms of
reference in relation to its authority and duties. Further
information is detailed below under “Accountability and
Audit.” Its members are Mr. Kyran McLaughlin, Mr. Ray
MacSharry and Mr. Emmanuel Faber.
The Executive Committee
The Exe cu t i ve Co m m i ttee can exe rc i se the powe rs
exe rc i sable by the full Bo a rd of Dire c to rs in specifi c
circumstances delegated by the Board when action by the
Board of Directors is required and it is impracticable to
co nvene a meeting of the full Bo a r d of Dire c to rs. Its
members are Mr. David Bonderman, Mr. Michael O’Leary and
Dr. T. Anthony Ryan.
The Remuneration Committee
The members of the Remuneration Committee are Mr. James
Osborne, Mr. Paolo Pietrogrande and Mr. Klaus Kirchberger.
The Remuneration Committee determines the remuneration
of senior executives and administers the group’s share
option plans. The Committee makes recommendations to the
Board on the group’s policy framework for executive director
remuneration in accordance with the provisions contained in
Schedule A to the Combined Code.
The Nomination Committee
The members of the Nomination Committee are Mr. David
Bonderman, Mr. Michael O’Leary and Dr. T. Anthony Ryan. The
Committee carries out the process of selecting executive
and non-exe cu t i ve dire c to r s to the Bo a rd and makes
p ro p osals to the Bo a rd. Howeve r, the appointment of
directors is a matter for the Board as a whole.
The Air Safety Committee
The Air Safety Committee comprises of a board director, Mr.
Michael Horgan and senior management, comprising of the
Chief Pilot, the Director of Flight and Ground Operations, the
Flight Safety Officer and the Director of Engineering. The Air
Safety Committee meets regularly to discuss relevant issues
and reports to the Board on a quarterly basis.
Directors’ Remuneration
The Chief Executive of the group is the only executive
director on the Board. In addition to his base salary he is
eligible for annual bonuses as determined by the Board of
Directors which may not in any event exceed 50% of his
base salary. It is considered that the shareholding of the
Chief Executive acts to align his interests with those of
shareholders and gives him a keen incentive to perform to
the highest levels.
The report of the Remuneration Committee is contained on
page 23.
Relations with Shareholders
Ryanair co m m u n i ca tes with inst i tutional share h o l d e rs
following the release of quarterly and annual results directly
via road shows and/or by co nfe re n ce ca l l s. The Chief
E xe cu t i ve, senior financial, operational, and co m m e rc i a l
management participate in these events. During the year
ended March 31, 2004 the group held discussions with a
s u bstantial number of inst i tu t i o n a l investo rs. All
shareholders are given adequate notice of the AGM at which
the Chairman reviews the results and comments on current
b u s i n ess activity. Financial, operational and ot h e r
information on the group is provided on our website at
www.ryanair.com.
Ryanair will continue to propose a separate resolution at the
AGM on each substantially se p a ra te iss u e, including a
separate resolution relating to the Directors’ Report and
Accounts. In order to comply with the Combined Code, proxy
votes will be announced at the AGM, following each vote on a
show of hands, except in the event of a poll being called. The
Bo a rd Chairman and the Chairmen of the Audit and
Remuneration Committees are available to answer questions
from all shareholders.
(Continued)
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