Ryanair 2011 Annual Report Download - page 97

Download and view the complete annual report

Please find page 97 of the 2011 Ryanair annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 194

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194

95
Declan McKeon (Director). Declan McKeon has served as a director since May 2010. Mr. McKeon is a former
audit partner of PricewaterhouseCoopers and continues to act as a consultant to PricewaterhouseCoopers. He is
currently a director and member of the audit committee of Icon plc. Mr. McKeon is an Irish citizen.
Kyran McLaughlin (Director). Kyran McLaughlin has served as a director since January 2001, and is also
Deputy Chairman and Head of Capital Markets at Davy Stockbrokers. Mr. McLaughlin also advised Ryanair
during its initial flotation on the Dublin and NASDAQ stock markets in 1997. Mr. McLaughlin also serves on
the Board of Directors of Elan Corporation plc, and he also serves as a director of a number of other Irish
private companies. Mr. McLaughlin is an Irish citizen.
Michael O’Leary (Executive Director). Michael O’Leary has served as a director of Ryanair since 1988 and a
director of Ryanair Holdings since July 1996. Mr. O’Leary was appointed chief executive officer of Ryanair on
January 1, 1994. Mr. O’Leary is an Irish citizen.
James Osborne (Director). James Osborne has served as a director of Ryanair Holdings since August 1996,
and has been a director of Ryanair since April 1995. Mr. Osborne is a former managing partner of A & L
Goodbody Solicitors. He also serves as a director of a number of Irish private companies. Mr. Osborne is an
Irish citizen.
Paolo Pietrogrande (Director). Paolo Pietrogrande has served as a director since 2001. He is presently
Chairman of Netplan Management Consulting, LLC. A chemical engineer by training, he has served as an
executive at a number of multinational companies. Mr. Pietrogrande currently serves on the board of AMKA
Onlus (Not for Profit Company) and Camco International (LSE: CAO) where he is also chairman of the audit
committee. He also serves on the advisory board of Wheb Ventures. Mr. Pietrogrande is a U.S. citizen.
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, McLaughlin, O’Leary and Osborne are the members of the Executive
Committee.
Remuneration Committee. The Board of Directors established the Remuneration Committee in
September 1996. This committee has authority to determine the remuneration of senior executives of the
Company and to administer the stock option plans described below. The Board of Directors as a whole
determines the remuneration and bonuses of the chief executive officer, who is the only executive director.
Messrs. Osborne, Pietrogrande and Kirchberger are the members of the Remuneration Committee.
Audit Committee. The Board of Directors established the Audit Committee in September 1996 to make
recommendations concerning the engagement of independent chartered accountants; to review with the
accountants the plans for and scope of each annual audit, the audit procedures to be utilized and the results of
the audit; to approve the professional services provided by the accountants; to review the independence of the
accountants; and to review the adequacy and effectiveness of the Company’s internal accounting controls.
Messrs. McLaughlin, McKeon and Osborne are the members of the Audit Committee. In accordance with the
recommendations of the Irish Combined Code of Corporate Governance (the “Combined Code”), a senior
independent non-executive director, Mr. McLaughlin, is the chairman of the Audit Committee. All members of
the Audit Committee are independent for purposes of the listing rules of the NASDAQ National Market
(“NASDAQ”) and the U.S. federal securities laws.
Nomination Committee. The Board of Directors established the Nomination Committee in May 1999 to
make recommendations and proposals to the full Board of Directors concerning the selection of individuals to
serve as executive and non-executive directors. The Board of Directors as a whole then makes appropriate
determinations regarding such matters after considering such recommendations and proposals. Messrs.
Bonderman, McLaughlin and O’Leary are the members of the Nomination Committee.