Ryanair 2011 Annual Report Download - page 20

18
Board Committees
The Board of Directors has established a number of committees, including the following:
Executive Committee
The Board of Directors established the Executive Committee in August 1996. The Executive Committee
can exercise the powers exercisable by the full Board of Directors in circumstances in which action by the
Board of Directors is required but it is impracticable to convene a meeting of the full Board of Directors.
Messrs. Bonderman, O’Leary, McLaughlin and Osborne are the members of the Executive Committee.
Audit Committee
The Board of Directors established the Audit Committee in September 1996. The Audit Committee
currently comprises three independent non-executive directors, Kyran McLaughlin (Chairman), Declan
McKeon and James Osborne, considered by the Board to be independent. The Board has determined that
Declan McKeon is the Committee’s financial expert. Emmanuel Faber retired from the board and the Audit
Committee at the AGM on September 22, 2010.
The Committee met seven times during the year ended March 31, 2011. Individual attendance at these
meetings is set out in the table on page 20. It can be seen from the director biographies, appearing on page 94
and 95, that the members of the Committee bring to it a wide range of experience and expertise. The Chief
Financial Officer, Finance Director, Financial Controller, Company Secretary and the Head of Internal Audit
normally attend meetings of the Committee. The external auditors attend as required and have direct access to
the Committee Chairman at all times. The Committee also meets separately at least once a year with the
external auditors and with the Head of Internal Audit without executive management being present.
The role and responsibilities of the Audit Committee are set out in its written terms of reference, which
are available on the Company’s website www.ryanair.com, and include:
• monitoring the integrity of the financial statements of the Company and any formal announcements
relating to the Company’s financial performance, profit guidance and reviewing significant financial
reporting judgments contained in them;
• reviewing the interim and annual financial statements before submission to the Board;
• reviewing the effectiveness of the Group’s internal financial controls and risk management systems;
• monitoring and reviewing the effectiveness of the Company’s Internal auditors;
• considering and making recommendations to the Board in relation to the appointment, reappointment
and removal of the external auditors and approving their terms of engagement;
• making recommendations concerning the engagement of independent chartered accountants; reviewing
with the accountants the plans for and scope of each annual audit, the audit procedures to be utilised
and the results of the audit;
• approving the remuneration of the external auditors, whether fees for audit or non audit services, and
ensuring the level of fees is appropriate to enable an adequate audit to be conducted;
• assessing annually the independence and objectivity of the external auditors and the effectiveness of the
audit process, taking into consideration relevant professional and regulatory requirements and the
relationship with the external auditors as a whole, including the provision of any non audit services;
and
• 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.