Ryanair 2006 Annual Report Download - page 18

Directors’ Independence
The Board has considered Mr. Kyran McLaughlin's
independence given his role as Deputy Chairman and Head of
Capital Markets at Davy Stockbrokers. Davy Stockbrokers
are one of Ryanair's brokers and provide corporate advisory
services to Ryanair from time to time. The Board has
considered the fees paid to Davy Stockbrokers for these
services and believe that they are immaterial to both Ryanair
and Davy Stockbrokers given the size of each organisation's
business operations and financial results. Having considered
this relationship, the Board has concluded that Mr.
McLaughlin continues to be an independent non executive
director within the spirit and meaning of the Combined Code
Rules.
The Board has also considered the independence of Mr. David
Bonderman and Dr. Tony Ryan given their respective
shareholdings in Ryanair Holdings plc. Mr. David Bonderman
and Dr. Tony Ryan have a shareholding in the company of
7,008,680 ordinary shares and 5,758,535 ordinary shares,
equivalent to 0.91% and 0.75% of the issued share capital,
respectively. Having considered their individual
shareholdings in light of the number of issued shares in
Ryanair Holdings plc and the respective financial interests of
each of the directors, the Board has concluded that their
respective interests are not so material as to breach the
spirit of the independence rule contained in the Combined
Code
The Board has also considered the independence of David
Bonderman, James Osborne and Dr. Tony Ryan as they have
each served more than nine years on the Board. The Board
considers that each of these three directors is independent
as each has other significant commercial and professional
commitments and each brings his own level of senior
experience gained in their fields of international business
and professional practice. For these reasons, and also
because each director’s independence is considered annually
by the Board, the Board considers it appropriate that these
directors have not been offered for annual re-election as is
recommended by the Combined Code.
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 and Mr. Paolo Pietrogrande will be retiring, and
being eligible will offer themselves for re-election at the
AGM on September 21, 2006. Mr. Raymond MacSharry will be
retiring from the Board effective from the conclusion of the
2006 AGM.
In accordance with the recommendations of the Combined
Code, Mr. Kyran McLaughlin is Chairman of the Audit
Committee and Mr. James Osborne the senior non-executive
director is Chairman of the Remuneration Committee.
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. The
committee’s terms of reference are available from the
Company Secretary and are displayed on the company’s web-
site at www.Ryanair.com. Further information is detailed
below under “Accountability and Audit.” Its members are Mr.
Kyran McLaughlin, Mr. Ray MacSharry and Mr. Emmanuel
Faber. The Board consider that all of the audit committee
members have relevant financial expertise and that Mr.
Emmanuel Faber is a recognised financial expert.
The Executive Committee
The Executive Committee can exercise the powers
exercisable by the full Board of Directors in specific
circumstances delegated by the Board when action by the
Board of Directors is required and it is impracticable to
convene a meeting of the full Board of Directors. Its
members are Mr. David Bonderman, Mr. Michael O’Leary and
Dr. Tony 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. Tony Ryan. The
Committee carries out the process of selecting executive
and non-executive directors to the Board and makes
proposals to the Board. However, the appointment of
directors is a matter for the Board as a whole.
(Continued)
Directors’ Report
18
ANNUAL REPORT & FINANCIAL STATEMENTS 2006