Aer Lingus 2008 Annual Report Download - page 32

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AER LINGUS GROUP PLC - ANNUAL REPORT 2008
30
not be chaired by the Chairman of the Board on any matter
concerning the succession to the chairmanship of the Board.
The Appointments Committee had one scheduled meeting
during the year. Attendance at the meeting held is set out in the
table on page 32.
The Appointments Committee’s terms of reference include the
following:
a. to review regularly the structure, size and composition
(including the skills, knowledge and experience) required
of the Board compared to its current position and make
recommendations to the Board with regard to any changes;
b. to give full consideration to succession planning for Directors
and senior management, taking into account the challenges
and opportunities facing the Company; and
c. to be responsible for identifying and nominating, for the
approval of the Board, candidates to fill Board vacancies as
and when they arise.
Before recommending an appointment, the committee will
evaluate the balance of skills, knowledge and experience of
the Board.
Mr Sean Coyle and Mr Colm Barrington were appointed to the
Board in 2008 and Mr Laurence Crowley was appointed to the
Board since the year end. All were nominated for appointment
based on the skills they would bring to the Board, and in
the case of Mr Sean Coyle and Mr Colm Barrington, their
extensive and indepth knowledge of the airline industry. Neither
external consultants nor open advertisements were used in
the appointment of Mr Sean Coyle and Mr Laurence Crowley.
The Appointments Committee undertook a process involving
other members of the Board and an external consultancy (Merc
Consultants) for the appointment of Mr Barrington.
Safety Committee
The Board has a Safety Committee, which assists the Board
in discharging its responsibility for safety, including ensuring
that adequate safety regulations and procedures are in place
across the Group, that such regulations and procedures
are complied with and reviewed from time to time, and also
ensuring that appropriate procedures are in place so that
any crisis or accident can be properly managed. In 2008,
the Safety Committee was composed of John Sharman
(Chairman), Chris Wall and Anne Mills. In October 2008, Mr
John Sharman resigned and Mr Colm Barrington was appointed
to the committee. Since the year end, Mr Francis Hackett
was appointed as Chairman of the committee and Mr David
Begg was appointed as a member of the committee. Mr Chris
Wall ceased to be a member of the Safety Committee on 5
March 2009 when the Company was informed by the Minister
for Transport of Ireland that Mr Chris Wall’s appointment as
“Minister’s Nominee” had expired. The Committee met four
times during the year. Attendance at meetings held is set out
in the table on page 32.
Risk Committee
The Board has a Risk Committee, which was established
to consider the significant risks facing the Group (other than
those relating to safety) and the manner in which they are
addressed, and to recommend to the Board the most effective
way of assessing these risks. The Risk Committee also
conducts, on behalf of the Audit Committee and the Board,
an annual review of Aer Lingus’ system of internal financial
control and risk management systems. Until December 2008,
the Risk Committee consisted of Sean FitzPatrick (Chairman),
Francis Hackett and Michael Johns. On 19 December 2008,
Mr Sean FitzPatrick resigned from the Board. Since the year
end, the committee was reconstituted with Dr Colin Hunt
as Chairman, and Messrs David Begg, Tom Corcoran, Tom
Moran and Michael Johns as members of the committee. The
Risk Committee has reviewed and approved the Company’s
Corporate Risk Assessment Process for 2008. The Risk
Committee met seven times during the year. Attendance at
meetings held is set out in the table on page 32.
Communications with Shareholders
The Company attaches considerable importance to shareholder
communication and has established an Investor Relations
Programme. This programme includes the following elements:
- Regular dialogue with institutional investors, fund managers
and analysts on key business issues through meetings with
CEO, CFO, Chairman and senior management;
- Investor roadshows and conference calls;
- Issuance of monthly traffic statistics;
- Investor Relations section on website, including full text of
financial results and news releases, once these have been
released to the Stock Exchange; and
- At the AGM, individual shareholders are able to question the
Chairman and the Board.
In addition, the Board has taken the following steps to ensure
that its members (particularly non-executive Directors) develop
an understanding of the views of major shareholders:
- The Chairman ensures that the views of shareholders are
communicated to the Board as a whole and also discusses
governance and strategy with major shareholders where
appropriate.
- The Senior Independent Director is available to attend
meetings with shareholders to develop a balanced
understanding of their views and concerns.
Corporate Governance Statement
continued