Aer Lingus 2008 Annual Report Download - page 31

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AER LINGUS GROUP PLC - ANNUAL REPORT 2008
c. to monitor and review the results of the Company’s internal
audit function and the annual internal audit plan;
d. to make recommendations to the Board in relation to the
appointment, re-appointment and removal of the external
auditors and to approve the terms of engagement of the
external auditors;
e. to monitor and review the external auditors’ independence
and objectivity and the effectiveness of the audit process
taking into consideration relevant professional and regulatory
requirements;
f. to develop and implement policy on the engagement of the
external auditors to supply non-audit services, taking into
account relevant ethical guidance regarding the provision of
non-audit services by the external audit firm and to report to
the Board;
g. to report to the Board, identifying any matters in respect of
which it considers action or improvement is needed and
making recommendations as to the steps to be taken; and
h. to review the Company’s whistleblowing policy.
The Audit Committee discharged its obligations throughout
the year as follows:
- Reviewed internal and external audit plans and approved
internal audit plans in advance of audit;
- Met with and received reports from internal and external
auditors;
- Monitored and reviewed internal and external auditors
performance;
- Reviewed the independence of the external auditors;
- Considered whether or not to recommend the
re-appointment of the external auditors;
- Reviewed the annual report and accounts; and
- Reviewed reports of Risk Committee on Group Corporate
Risk Assessment Process.
The Committee has a process in place to ensure that the
independence of the audit is not compromised, which includes
monitoring the nature and extent of services provided by the
external auditors through its annual review of fees paid to
the external auditors for audit and non-audit work. Non-audit
services during the year related to taxation, defence against
Ryanair bid, EGM working capital and ESOT administration.
The Committee believed that PwC were best placed to provide
these services due to their knowledge of the Group.
The committee also reviews the safeguards which the external
auditors have put in place to ensure their objectivity and
independence in accordance with professional and regulatory
requirements.
Remuneration Committee
The Remuneration Committee of the Board comprises four
independent non-executive Directors. Until March 2008, the
committee members were Mr Ivor Fitzpatrick (Chairman), Mr
John Sharman and Mr Chris Wall. In March 2008 Ms Anne Mills
replaced Mr Chris Wall on the committee. In October 2008,
Mr John Sharman resigned and was replaced by Mr Colm
Barrington. Since the year end, Ms Danuta Gray was appointed
Chairman of the Remuneration Committee and Mr Tom
Corcoran was appointed as a member of the committee.
The Remuneration Committee determines the conditions of
employment of executive Directors and the senior management
team. It met seven times during the year. Attendance at
meetings held is set out in the table on page 32.
The Remuneration Committee’s principal duties in relation to
Directors’ remuneration include:
a. to determine and agree with the Board the policy for the
remuneration of the Chief Executive, the Chairman of the
Board, the executive Directors and the Company Secretary,
and such other senior management members as it is
designated to consider;
b. to set remuneration policy so as to ensure that senior
management are provided with appropriate incentives to
encourage performance and are rewarded for their individual
contributions to the success of the Company in a fair and
responsible manner;
c. to approve the design of, and determine targets for,
any performance-related pay schemes operated by the
Company and approve the total annual payments made
under such schemes; and
d. to monitor and approve the total remuneration package of
each executive Director and relevant senior management
members, within the terms of the agreed policy.
Appointments Committee
In 2008, the Appointments Committee members were Mr Sean
FitzPatrick (Chairman), Mr John Sharman and Mr Thomas
Moran. In October 2008, Mr John Sharman resigned and was
replaced by Mr Colm Barrington. On 19 December 2008,
Mr Sean FitzPatrick resigned from the Board. Since the year
end, Dr Colin Hunt and Mr Michael Johns were appointed
to the Appointments Committee and Mr Laurence Crowley
was appointed as Chairman of the committee. The role of the
Appointments Committee is to lead the process for considering
Board appointments. The Appointments Committee may