Ryanair 2010 Annual Report Download - page 21
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19
The role and responsibilities of the Remuneration Committee are set out in its written terms of reference,
which are available on the Company’s website www.ryanair.com. The terms of Reference of the
Remuneration Committee are reviewed annually.
Nomination Committee
Messrs. Bonderman, O’Leary and McLaughlin (appointed 1 April 2010) are the members of the
Nomination Committee. The Nomination Committee assists the Board in ensuring that the composition of the
Board and its Committees is appropriate to the needs of the Company by:
• assessing the skills, knowledge, experience and diversity required on the Board and the extent to which
each are represented;
• establishing processes for the identification of suitable candidates for appointment to the Board; and
• overseeing succession planning for the Board and senior management.
The role and responsibilities of the Nomination Committee are set out in its written terms of reference,
which are available on the Company’s website www.ryanair.com. The terms of Reference of the Nomination
committee are reviewed annually.
On May 28, 2010, upon recommendations of the Nomination Committee, the Board appointed Charles
McCreevy and Declan McKeon to the positions of non-executive directors. This followed a process
undertaken by the Nomination Committee which carefully considered the Board’s requirements, identified
suitable candidates, in terms of quality of individual, qualification and experience, and made
recommendations to the Board.
The Nomination Committee did not use an external search consultancy or open advertising in the
appointment of the new non-executive directors. Rather, the Committee utilised business and professional
contacts to identify suitable candidates.
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.
Code of Business Conduct
Ryanair’s standards of integrity and ethical values have been established and are documented in
Ryanair’s Code of Business Conduct. This code is applicable to all Ryanair employees. There are established
channels for reporting code violations or other concerns in a confidential manner. The Head of Internal Audit
investigates any instances and reports findings directly to the Audit Committee. The Code is available on the
Company’s website, www.ryanair.com.