Ryanair 2010 Annual Report Download - page 18

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Meetings
The Board meets at least on a quarterly basis and in the year to March 31, 2010 the Board met on six
occasions. Individual attendance at these meetings is set out in the table on page 20. Detailed Board papers are
circulated in advance so that Board members have adequate time and information to be able to participate
fully at the meeting.
The holding of detailed regular Board meetings and the fact that many matters require Board approval,
indicate that the running of the Company is firmly in the hands of the Board. The non-executive directors
meet periodically without executives being present. Led by the senior independent director, the non- executive
directors will meet without the chairman present at least annually to appraise the chairman’s performance and
on such other occasions as are deemed appropriate.
Remuneration
Details of remuneration paid to the directors are set out in Note 19 to the consolidated Financial
Statements on pages 176 to 178.
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 is not so significant as to
raise any issue concerning their independence. Mr. Michael Horgan is remunerated on a consultancy basis on
safety issues and also by way of share options.
Full details are disclosed in Note 19(b) and 19(d) on pages 177 and 178 of the consolidated financial
statements.
Executive director remuneration
The Chief Executive of the Company is the only executive director on the Board. In addition to his base
salary he is eligible for a performance bonus of up to 50% of salary and other bonuses dependent upon the
achievement of certain financial targets and a pension. It is considered that the shareholding of the Chief
Executive acts to align his interests with those of shareholders and gives him a keen incentive to perform to
the highest levels.
Full details of the executive director’s remuneration are set out in Note 19(a) on page 177 of the
consolidated financial statements.
Share Ownership and Dealing
Details of the directors’ interests in Ryanair shares are set out in Note 19(d) on page 178 of the
consolidated financial statements.
The Board has adopted The Model Code, as set out in the Listing Rules of the Irish Stock Exchange and
the UK Listing Authority, as the code of dealings applicable to dealings in Ryanair shares by directors and
relevant Company employees. The code of dealing also includes provisions which are intended to ensure
compliance with US securities laws and regulations of the NASDAQ National market. Under the policy,
directors are required to obtain clearance from the Chairman or Chief Executive before dealing in Ryanair
shares, whilst relevant Company employees must obtain clearance from designated senior management and
are prohibited from dealing in the shares during prohibited periods as defined by the Listing Rules and at any
time at which the individual is in possession of inside information (as defined in the Market Abuse (Directive
2003/6/EC) Regulations 2005).