Aer Lingus 2008 Annual Report Download - page 30

AER LINGUS GROUP PLC - ANNUAL REPORT 2008
28
member of the same Board committee for more than six years.
Recommendations to shareholders for the re-election of non-
executive Directors for terms beyond six years will be made only
after review by the Board.
Induction and Development
New Directors are provided with extensive briefing materials on
the Company and its operations. An induction process is clearly
established and has been set out in writing and approved by
Board.
There is in place a procedure under which Directors, in
furtherance of their duties, are able to take professional advice,
if necessary, at the Company’s expense.
The Company Secretary is responsible for ensuring that Board
procedures are followed and all Directors have access to his
advice and services. The Company Secretary ensures that the
Board members receive appropriate training as necessary. The
Company Secretary is responsible for advising the Board on all
corporate governance matters.
The Company has an insurance policy in place which indemnifies
the Directors in respect of legal action taken against them in
respect of their reasonable actions as officers of the Company.
Meetings
The Board has a fixed schedule of meetings each year and may
meet more frequently as required. There were nine scheduled
Board meetings in the year. Details of Directors’ attendance
at these meetings is outlined in the table on page 32. For
regular Board meetings, the agenda will usually comprise
reports from the Chief Executive, Chief Financial Officer and
executive management. The practice is to have the agenda and
supporting papers circulated to the Directors seven days ahead
of each meeting. It is inevitable that there will be occasions
when circumstances arise to prevent Directors from attending
meetings. In such circumstances, it is practice for the absent
Director to review the Board papers with the Chairman and
convey any views on specific issues. It should also be noted
that the time commitment expected of non-executive Directors
is not restricted to Board meetings. All of the Directors are to be
available for consultation on specific issues falling within their
particular fields of expertise. The Chairman and non-executive
Directors meet at least annually as a Group without the
executive Directors present. In addition a further meeting each
year consists of the Senior Independent Director and the other
non-executive Directors, without the Chairman being present.
Performance Evaluation
The Board and its committees undertake an annual evaluation
of their performance. The Chairman’s performance is evaluated
by the Senior Independent Director and the non-executive
Directors at least once a year. In addition to being evaluated
by the Chairman, the Directors are also obliged to assess their
own performance.
Remuneration
Details of remuneration paid to Directors is set out in the Report
of the Remuneration Committee on Directors’ Remuneration on
pages 33 to 35.
Share Ownership and Dealing
Details of the shares held by Directors are set out in Table 2.3
on page 35. The Company has a policy on dealing in shares
that applies to all Directors and senior management. Under
the policy, Directors are required to obtain clearance from the
Chairman before dealing in Company shares. Directors and
senior management are prohibited from dealing in Company
shares during designated prohibited periods and at any
time which the individual is in possession of price-sensitive
information.
Board Committees
The Board has established five permanent committees to
assist in the execution of its responsibilities. These are the Audit
Committee, the Remuneration Committee, the Appointments
Committee, the Safety Committee and the Risk Committee. Ad
hoc committees are established from time to time to deal with
specific matters. Terms of reference for each of the permanent
committees have been documented and approved by the Board.
Copies are available on request from the Company Secretary.
All Chairmen of the committees attend the Company’s AGM and
are available to answer questions from the shareholders.
Audit Committee
The Board has established an Audit Committee consisting of
three non-executive Directors considered by the Board to be
independent. For the first eleven months of 2008, the Audit
Committee consisted of Mr Ivor Fitzpatrick (Chairman), Mr
Sean FitzPatrick and Ms Danuta Gray. Mr Sean FitzPatrick is
a Chartered Accountant. On 19 December 2008, Mr Sean
FitzPatrick resigned from the Board. Since the year end, Mr
Laurence Crowley was appointed to the Audit Committee.
Mr Laurence Crowley is a Chartered Accountant. The Audit
Committee met four times during the year. Attendance at
meetings held is set out in the table on page 32.
The main role and responsibilities of the Audit Committee are
set out in written terms of reference, which encompass those
set out in the Combined Code, including:
a. to monitor the integrity of the financial statements of the
Company and any formal announcements relating to the
Company’s financial performance and reviewing significant
financial judgments contained therein;
b. to review the Company’s internal financial controls and its
internal controls and risk management systems; (The review
of internal financial control and risk management systems
has been delegated to the Risk Committee to complete.)
Corporate Governance Statement
continued