Ryanair 2011 Annual Report Download - page 18

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Independence
The Board has carried out its annual evaluation of the independence of each of its non-executive
directors, taking account of the relevant provisions of the Combined Code, namely, whether the directors are
independent in character and judgement and free from relationships or circumstances which are likely to
affect, or could appear to affect, the directors’ judgment. The Board regards all of the directors as independent
and that no one individual or one grouping exerts an undue influence on others.
The Board has considered Mr. Kyran McLaughlin's independence given his role as Deputy Chairman
and Head of Capital Markets at Davy Stockbrokers. Davy Stockbrokers are one of Ryanair's corporate brokers
and provide corporate advisory services to Ryanair from time to time. The Board has considered the fees paid
to Davy Stockbrokers for these services and believe that they are immaterial to both Ryanair and Davy
Stockbrokers given the size of each organisation's business operations and financial results. Having
considered this relationship, the Board has concluded that Mr. McLaughlin continues to be an independent
non-executive director within the spirit and meaning of the Combined Code Rules.
The Board has also considered the independence of Mr. David Bonderman given his shareholding in
Ryanair Holdings plc. As at March, 31 2011, Mr. David Bonderman had a beneficial shareholding in the
Company of 13,230,671 ordinary shares, equivalent to 0.89% of the issued share capital. Having considered
this shareholding in light of the number of issued shares in Ryanair Holdings plc and the financial interest of
the director, the Board has concluded that the interest is not so material as to breach the spirit of the
independence rule contained in the Combined Code.
The Board has further considered the independence of Mr. David Bonderman, Mr. James Osborne, Mr.
Kyran McLoughlin, Mr. Michael Horgan and Mr. Paolo Pietrogrande as they have each served more than nine
years on the Board. The Board considers that each of these directors is independent in character and judgment
as each has other significant commercial and professional commitments and each brings his own level of
senior experience gained in their fields of international business and professional practice. When arriving at
this decision, the Board has taken into account the comments made by the FRC in their report dated
December, 2009 on their review of the impact and effectiveness of the Combined Code, in particular their
comment that independence is not the primary consideration when assessing the composition of the Board,
and that the over-riding consideration should be that the Board is fit for purpose. For these reasons, and also
because each director’s independence is considered annually by the Board, the Board considers it appropriate
that these directors have not been offered for annual re-election as is recommended by the Combined Code.
Board Procedures
All directors have access to the advice and services of the Company Secretary and the Board has
established a procedure whereby directors wishing to obtain advice in the furtherance of their duties may take
independent professional advice at the Company’s expense.
Directors meet with key executives with a particular focus on ensuring non-executive directors are fully
informed on issues of relevance to Ryanair and its operations. Extensive papers on key business issues are
provided to all directors in connection with the Board meetings. All directors are encouraged to update and
refresh their skills and knowledge, for example, through attending courses on technical areas or external
briefings for non-executive directors.
The Company has Directors & Officers liability insurance in place in respect of any legal actions taken
against the directors in the course of the exercise of their duties. New non-executive directors are encouraged
to meet the executive director and senior management for briefing on the Company’s developments and plans.