Ryanair 2010 Annual Report Download - page 16

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14
Membership
The Board consists of one executive and nine non-executive directors. The composition of the Board and
the principal Board Committees are set out in the table below. Brief biographies of the directors are set out on
pages 98 to 99. The Board, with the assistance of the Nomination Committee, keeps Board composition under
review to ensure that it includes the necessary mix of relevant skills and experience required to perform its
role.
Each director has extensive business experience, which they bring to bear in governing the Company.
The Board considers that, between them, the directors bring the range of skills, knowledge and experience,
including international experience, necessary to lead the Company. The Company has a Chairman with an
extensive background in this industry, and significant public company experience. Historically, the Company
has always separated the roles of Chairman and Chief Executive for the running of the business and
implementation of the Board’s strategy and policy.
Name Role Independent
Years
on
board
Audit Remuneration Nomination
Executive
Air
Safety
David
Bonderman Chairman Yes 13 - - Chair Chair -
Michael
O’Leary Chief
Executive No 22 - - Member Member -
Michael
Horgan Non
Executive Yes 9 - - - - Chair
Kyran
McLaughlin Non
Executive Yes 9 Chair - Member Member -
James R.
Osborne Senior
Independent Yes 14 Member Chair - Member -
Paolo
Pietrogrande Non
Executive Yes 9 - Member - - -
Emmanuel
Faber Non
Executive Yes 7 Member - - - -
Klaus
Kirchberger Non
Executive Yes 7 - Member - - -
Charles
McCreevy* Non
Executive Yes 0 - - - - -
Declan
McKeon* Non
Executive Yes 0 Member - - - -
*Appointed subsequent to the year end on May 28, 2010. Appointment is subject to shareholder approval at the AGM on
September 22, 2010.
Appointment
Directors can only be appointed following selection by the Nomination Committee and approval by the
Board and must be elected by the shareholders at the Annual General Meeting following their appointment.
Ryanair’s Articles of Association require that all of the directors retire and offer themselves for re-election
within a three-year period. 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) will retire by rotation and be eligible for re-
election at every Annual General Meeting. Accordingly Mr. Klaus Kirchberger will be retiring, and will be
eligible to offer himself for re-election at the AGM on September 22, 2010. Mr. Emmanuel Faber is also
retiring but 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.
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.