Ryanair 2011 Annual Report Download - page 23

21
The Board anticipates that the formal evaluation will be completed yearly. Based on the evaluation process
completed, the Board considers that the principal Committees have performed effectively throughout the year.
As part of the Board evaluation of its own performance, a questionnaire is circulated to all directors. The
questionnaire is designed to obtain directors’ comments regarding the performance of the Board including any
recommendations for improvement.
The Chairman, on behalf of the Board, reviews the evaluations of performance of the non-executive
directors on an annual basis. The non-executive directors, led by the Senior Independent Director, meet
annually without the Chairman present to evaluate his performance, having taken into account the views of the
executive director. The non-executive directors also evaluate the performance of the executive director. These
evaluations are designed to determine whether each director continues to contribute effectively and to
demonstrate commitment to the role.
The Audit, Nomination and Remuneration committees carry out annual reviews of their own
performance and terms of reference to ensure they are operating at maximum effectiveness and recommend
any changes they consider necessary to the Board for approval.
The Board considers the results of the evaluation process and any issues identified.
Shareholders
Ryanair recognises the importance of communications with shareholders. Ryanair communicates with all
of its shareholders following the release of quarterly and annual results directly via road shows, investor days
and/or by conference calls. The Chief Executive, senior financial, operational, and commercial management
participate in these events.
During the year ended March 31, 2011 the Company held discussions with a substantial number of
institutional investors.
The Board is kept informed of the views of shareholders through the executive director’s and executive
management’s attendance at investor presentations and results presentations. Furthermore, relevant feedback
from such meetings and investor relations analyst reports are provided to the entire Board on a regular basis.
In addition, the Board determines, on a case by case basis, specific issues where it would be appropriate for
the Chairman and/or Senior Independent Director to communicate directly with shareholders or to indicate
that they are available to communicate if shareholders so wish. If any of the non-executive directors wishes to
attend meetings with major shareholders, arrangements are made accordingly.
General Meetings
All shareholders are given adequate notice of the AGM at which the Chairman reviews the results and
comments on current business activity. Financial, operational and other information on the Company is
provided on our website at www.ryanair.com.
Ryanair will continue to propose a separate resolution at the AGM on each substantially separate issue,
including a separate resolution relating to the Directors’ Report and Accounts. In order to comply with the
Combined Code, proxy votes will be announced at the AGM, following each vote on a show of hands, except
in the event of a poll being called. The Board Chairman and the Chairmen of the Audit and Remuneration
Committees are available to answer questions from all shareholders.
The Chief Executive makes a presentation at the Annual General Meeting on the Group’s business and
its performance during the prior year and answers questions from shareholders. The AGM affords
shareholders the opportunity to question the Chairman and the Board.
All holders of Ordinary Shares are entitled to attend, speak and vote at general meetings of the
Company, subject to limitations described under note “Limitations on the Right to Own Shares” on page 112.
In accordance with Irish company law, the Company specifies record dates for general meetings, by which
date shareholders must be registered in the Register of Members of the Company to be entitled to attend.
Record dates are specified in the notes to the Notice convening the meeting.