Ryanair 2011 Annual Report Download - page 28

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26
REPORT OF THE REMUNERATION COMMITTEE ON DIRECTORS’ REMUNERATION
The Remuneration Committee
Details of the Remuneration Committee are set out within the Corporate Governance Statement on page
17 of the Annual Report.
The role and responsibilities of the Remuneration Committee are set out in its written terms of reference,
which are available on the Company’s website www.ryanair.com.
All members of the Remuneration Committee have access to the advice of the Chief Executive and may,
in the furtherance of their duties, obtain independent professional advice at the Company’s expense.
Remuneration Policy
The remuneration policy of the Company is to ensure that the executive director and the senior key
management team are rewarded competitively, having regard to the comparative marketplace in Ireland and
the United Kingdom, in order to ensure that they are properly motivated to perform in the best interests of the
shareholders. Details of the total remuneration paid to senior key management (defined as the executive team
reporting to the Board of Directors) are set out in Note 27 of the consolidated Financial Statements.
Non-Executive Directors
Details of the remuneration paid to non- executive directors are set out in Note 19(b) to the consolidated
Financial Statements.
Directors can only be appointed following selection by the Nomination Committee and approval by the
Board and must be elected by the shareholders at the Annual General Meeting following their appointment.
Ryanair’s Articles of Association require that all directors retire after a fixed period not exceeding three years.
Directors can then offer themselves for re-election at the Company’s Annual General Meeting.
None of the non-executive Directors hold a service agreement with the Company that provides for
benefits upon termination.
Executive Director
The Chief Executive of the Company is the only executive director on the Board. Details of the
remuneration paid to the Chief Executive are set out in Note 19(a) to the consolidated Financial Statements.
The Company entered into an employment agreement with the Chief Executive on July 1, 2002 for a one
year period to June 30, 2003. Thereafter, the agreement continues for successive annual periods but may be
terminated with 12 months notice by either party. This employment agreement does not contain provisions
providing for compensation on its termination.
Performance Related Bonuses
The Chief Executive and the key management team of the Company are eligible for a performance bonus
and other bonuses dependent upon the achievement of certain financial targets.
Share Options
Details of the share options granted to executive and non-executive directors are set forth in Note 19(d)
to the consolidated Financial Statements.
Details of employee share option plans are set forth in Note 15(c) to the consolidated Financial
Statements.
Directors Pension Benefits
Details of the Chief Executive’s pension benefits are set forth in Note 19(c) to the consolidated Financial
Statements.
Directors Shareholdings
The interests of each Director, that held office at the end of fiscal 2011, in the share capital of the
Company are set forth in Note 19(d) to the consolidated Financial Statements.