Ryanair 2010 Annual Report Download - page 102

100
Nomination Committee. The board of directors established the Nomination Committee in May 1999 to
make recommendations and proposals to the full board of directors concerning the selection of individuals to
serve as executive and non-executive directors. The board of directors as a whole then makes appropriate
determinations regarding such matters after considering such recommendations and proposals. Messrs.
Bonderman, McLaughlin and O’Leary are the members of the Nomination Committee.
Air Safety Committee. The board of directors established the Air Safety Committee in March 1997 to
review and discuss air safety and related issues. The Air Safety Committee reports to the full board of directors
each quarter. The Air Safety Committee is composed of Mr. Horgan (who acts as the chairman), as well as the
following executive officers of Ryanair: Messrs. Conway, Hickey, O’Brien and Wilson.
Powers of, and Action by, the Board of Directors
The board of directors is empowered by the Articles to carry on the business of Ryanair Holdings,
subject to the Articles, provisions of general law and the right of stockholders to give directions to the directors
by way of ordinary resolutions. Every director who is present at a meeting of the board of directors of Ryanair
Holdings has one vote. In the case of a tie on a vote, the chairman of the board of directors has a second or tie-
breaking vote. A director may designate an alternate director to attend any board of directors meeting, and such
alternate director shall have all the rights of a director at such meeting.
The quorum for a meeting of the board of directors, unless another number is fixed by the directors,
consists of three directors, a majority of whom must be EU nationals. The Articles require the vote of a majority
of the directors (or alternates) present at a duly convened meeting for the approval of any action by the board of
directors.
Composition and Term of Office
The Articles provide that the board of directors shall consist of no fewer than three and no more than
15 directors, unless otherwise determined by the stockholders. There is no maximum age for a director and no
director is required to own any shares of Ryanair Holdings.
Directors are elected (or have their appointments confirmed) at the annual general meetings of
stockholders. Save in certain circumstances, at every annual general meeting, one-third (rounded down to the
next whole number if it is a fractional number) of the directors (being the directors who have been longest in
office) must stand for re-election as their terms expire. Accordingly Mr. Klaus Kirchberger’s term will have
expired, and he will be eligible to offer himself for re-election at the annual general meeting scheduled to be
held on September 22, 2010. Mr. Emmanuel Faber’s term also will have expired, but he has decided not to offer
himself for re-election. In addition, Mr. Charles McCreevy and Mr. Declan McKeon, two newly appointed
directors, have offered themselves for election.