Ryanair 2011 Annual Report Download - page 22
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20
Nomination Committee
Messrs. Bonderman, O’Leary and McLaughlin 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.
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.
Attendance at Board and Committee meetings during the year ended 31 March 2011:
Board Audit Air Safety Remuneration Executive Nomination
David Bonderman 6/6 - - - 4/4 1/1
Michael O’Leary 6/6 - - - 4/4 1/1
Michael Horgan 6/6 - 4/4 - - -
Kyran McLaughlin 4/6 7/7 - - 4/4 0/1
James R. Osborne 6/6 7/7 - 3/3 4/4 -
Paolo Pietrogrande 5/6 - - 3/3 - -
Emmanuel Faber* 1/4 2/3 - - - -
Klaus Kirchberger 6/6 - - 3/3 - -
Declan McKeon 4/4 5/5 - - - -
Charles McCreevy 3/4 - - - - -
*Emmanuel Faber retired from the Board and Audit Committee and did not offer himself for re-election at the last
AGM on 22 September 2010.
Performance Evaluation
The Board has established a process to annually evaluate the performance of the Board, that of its
principal Committees, the Audit, Nomination and Remuneration committees, and that of individual directors.