Ryanair 2010 Annual Report Download - page 20

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• reviewing the Group’s arrangements for its employees to raise concerns, in confidence, about possible
wrongdoing in financial reporting or other matters and ensuring that these arrangements allow
proportionate and independent investigation of such matters and appropriate follow up action.
These responsibilities of the Committee are discharged in the following ways:
• The Committee reviews the interim and annual reports as well as any formal announcements relating to
the financial statements and guidance before submission to the Board. The review focuses particularly
on any changes in accounting policy and practices, major judgmental areas and compliance with stock
exchange, legal and regulatory requirements. The Committee receives reports at the meeting from the
external auditors identifying any accounting or judgmental issues requiring its attention;
• The Committee also meets with external auditors to review the Annual Report, which is filed annually
with the United States Securities and Exchange Commission;
• The Committee regularly reviews Turnbull Risk management reports completed by management;
• The Committee conducts an annual assessment of the operation of the Group’s system of internal
control based on a detailed review carried out by the internal audit department. The results of this
assessment are reviewed by the Committee and are reported to the Board;
• The Committee makes recommendations to the Board in relation to the appointment of the external
auditor. Each year, the Committee meets with the external auditor and reviews their procedures and the
safeguards which have been put in place to ensure their objectivity and independence in accordance
with regulatory and professional requirements;
• The Committee reviews and approves the external audit plan and the findings from the external audit of
the financial statements;
• On a semi annual basis, the Audit Committee receives an extensive report from the Head of Internal
Audit detailing the reviews performed during the year and a risk assessment of the company;
• The Head of Internal Audit also reports to the Committee on other issues including, in the year under
review, updates in relation to Section 404 of the Sarbanes-Oxley Act 2002 and the arrangements in
place to enable employees to raise concerns, in confidence, in relation to possible wrongdoing in
financial reporting or other matters. (A copy of Section 404 of the Sarbanes-Oxley Act 2002 can be
obtained from the United States Securities and Exchange Commission’s website, www.sec.gov); and
• The Committee has a process in place to ensure the independence of the audit is not compromised,
which includes monitoring the nature and extent of services provided by the external auditors through
its annual review of fees paid to the external auditors for audit and non-audit work. Details of the
amounts paid to the external auditors during the year for audit and other services are set out in note 19
on page 176.
In accordance with the recommendations of the Combined Code, an 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 and the U.S. federal securities laws.
The terms of Reference of the Audit Committee are reviewed annually.
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.