Ryanair 2010 Annual Report Download - page 26
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24
Going Concern
After making enquiries, the directors have formed a judgment, at the time of approving the financial
statements, that there is a reasonable expectation that the Company and the Group as a whole have adequate
resources to continue in operational existence for the foreseeable future. For this reason, they continue to
adopt the going concern basis in preparing the financial statements. The directors’ responsibility for preparing
the financial statements is explained on page 25 and the reporting responsibilities of the auditors are set out in
their report on page 27.
Compliance Statement
Ryanair has complied, throughout the year ended March 31, 2010, with the provisions set out in Section
1 of the Combined Code except as outlined below. The Group has not complied with the following provisions
of the Combined Code, but continues to review these situations on an ongoing basis:
• Non-executive directors participate in the Company’s share option plans. The Combined Code requires
that, if exceptionally, share options are granted to non-executive directors that shareholder approval
should be sought in advance and any shares acquired by exercise of the options should be held until at
least one year after the non-executive director leaves the board. In accordance with the Combined Code,
the Company sought and received shareholder approval to make certain stock option grants to its non-
executive directors and as described above, the Board believes the quantum of options granted to non-
executive directors is not so significant to impair their independence.
• Certain non-executive directors, namely Mr. David Bonderman, Mr. James Osborne, Mr. Kyran
McLaughlin, Mr. Michael Horgan and Mr. Paolo Pietrogrande, have each served more than nine years on
the Board without being offered for annual re-election. As described further above, given the other
significant commercial and professional commitments of these non-executive directors, and taking into
account that their independence is considered annually by the Board, the Board does not consider their
independence to be impaired in this regard.
• During the year, the Chairman and non-executive directors held no meetings which were not attended by
executive management. The non-executive directors held no meetings without the Chairman present. On
May 28, 2010, the Chairman and non-executive directors held a meeting which was not attended by
executive management. In addition to this, on May 28, 2010, the non-executive directors held a meeting
without the Chairman present.
On behalf of the Board
D. Bonderman M. O’ Leary
Chairman Chief Executive
July 20, 2010