Ryanair 2006 Annual Report Download - page 25

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The Remuneration Committee
The Remuneration Committee comprises Mr. James R.
Osborne, Mr. Paolo Pietrogrande and Mr. Klaus Kirchberger,
all of whom are non-executive directors. The Committee
determines the remuneration of senior executives of Ryanair
and administers the group’s stock option plans. The Board
determines the remuneration and bonuses of the Chief
Executive who is the only executive director.
Remuneration Policy
The group’s policy on senior executive remuneration is to
reward its executives competitively, having regard to the
comparative marketplace in Ireland and the United Kingdom,
in order to ensure that they are properly motivated to
perform in the best interests of the shareholders.
Non-executive Directors
Non-executive directors are remunerated by way of
directors’ fees and share options. While the Combined Code
notes that the remuneration of the non-executive director
should not include share options the Board believes that the
quantum of options granted to non-executive directors are
not so significant as to raise any issue concerning their
independence. Mr. Michael Horgan is remunerated on a
consultancy basis on safety issues and by share options. Full
details are disclosed in note 19(b) and 19(d) on pages 58 and
59 of the financial statements.
Executive Director Remuneration
The elements of the remuneration package for the executive
director are basic salary, performance bonus and pension.
Full details of the executive director’s remuneration are set
out in note 19(a) on page 58 of the financial statements.
Executive Director’s Service
Contract
Ryanair entered into a new employment agreement with the
only executive director of the Board, Mr. Michael O’Leary on
July 1, 2002 for a one year period to June 30, 2003.
Thereafter, the agreement will continue in full but may be
terminated with twelvemonths notice by either party. Mr.
O’Leary’semployment agreement does not contain
provisions providing for compensation on its termination.
Report of the Remuneration Committee to the Board 25
ANNUAL REPORT & FINANCIAL STATEMENTS 2006
In forming the group’s remuneration policy, the Board has complied with the
Combined Code