Ryanair 2010 Annual Report Download - page 101

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99
Charles McCreevy (Director). On May 28, 2010, the board of directors appointed Charles McCreevy as a
director of the Company in accordance with the Company’s articles of association. Mr. McCreevy has
previously served as EU Commissioner for Internal Markets and Services (2004-2010) and has held positions in
several Irish Government Ministerial Offices, including Minister for Finance (1997-2004), Minister for Tourism
& Trade (1993-1994) and Minister for Social Welfare (1992-1993). Mr. McCreevy is an Irish citizen.
Declan McKeon (Director). On May 28, 2010, the board of directors appointed Declan McKeon as a director
of the Company in accordance with the Company’s articles of association. Mr. McKeon is a former audit partner
of PricewaterhouseCoopers and continues to act as a consultant to PricewaterhouseCoopers. He is currently a
director and member of the audit committee of Icon plc. Mr. McKeon is an Irish citizen.
Kyran McLaughlin (Director). Kyran McLaughlin has served as a director since January 2001, and is also
Deputy Chairman and Head of Capital Markets at Davy Stockbrokers. Mr. McLaughlin also advised Ryanair
during its initial flotation on the Dublin and NASDAQ stock markets in 1997. He is also the chairman of the
board of directors of Elan Corporation plc, and he serves as a director of a number of other Irish private
companies. Mr. McLaughlin is an Irish citizen.
Michael O’Leary (Executive Director). Michael O’Leary has served as a director of Ryanair since 1988 and a
director of Ryanair Holdings since July 1996. Mr. O’Leary was appointed chief executive officer of Ryanair on
January 1, 1994. Mr. O’Leary is an Irish citizen.
James Osborne (Director). James Osborne has served as a director of Ryanair Holdings since August 1996,
and has been a director of Ryanair since April 1995. Mr. Osborne is a former managing partner of A & L
Goodbody Solicitors. He also serves as a director of a number of Irish private companies. Mr. Osborne is an
Irish citizen.
Paolo Pietrogrande (Director). Paolo Pietrogrande, a citizen of the United States, has been a director since
2001. He is presently also Executive Chairman of 9REN Group, formerly Gamesa Solar. A chemical engineer
by training, he has served as an executive at KTI Group, Bain & Company, General Electric, Enel, Ducati Motor
Holding and Sviluppo Italia; as chief executive officer of Enel Greenpower, CISE, and Nuovi Cantieri Apuania;
and as chairman of Atmos Holdings and Solar Energy Italia. His previous board memberships include different
companies of the Enel Group, Trinergy Plc, Ducati Motor Holding and Atmos Holdings and its subsidiaries. He
also currently serves on the advisory board of Wheb Ventures.
The Board of Directors has established a number of committees, including the following:
Executive Committee. The board of directors established the Executive Committee in August 1996. The
Executive Committee can exercise the powers exercisable by the full board of directors in circumstances in
which action by the board of directors is required but it is impracticable to convene a meeting of the full board
of directors. Messrs. Bonderman, McLaughlin, O’Leary and Osborne are the members of the Executive
Committee.
Remuneration Committee. The board of directors established the Remuneration Committee in
September 1996. This committee has authority to determine the remuneration of senior executives of the
Company and to administer the stock option plans described below. The board of directors as a whole
determines the remuneration and bonuses of the chief executive officer, who is the only executive director.
Messrs. Osborne, Pietrogrande and Kirchberger are the members of the Remuneration Committee.
Audit Committee. The board of directors established the Audit Committee in September 1996 to make
recommendations concerning the engagement of independent chartered accountants; to review with the
accountants the plans for and scope of each annual audit, the audit procedures to be utilized and the results of
the audit; to approve the professional services provided by the accountants; to review the independence of the
accountants; and to review the adequacy and effectiveness of the Company’s internal accounting controls.
Messrs. McLaughlin, Faber, McKeon and Osborne are the members of the Audit Committee. In accordance with
the recommendations of the Irish Combined Code of Corporate Governance (the “Combined Code”), a senior
independent non-executive director, Mr. McLaughlin, is the chairman of the Audit Committee. All members of
the Audit Committee are independent for purposes of the listing rules of the NASDAQ National Market
(“NASDAQ”) and the U.S. federal securities laws.