Aer Lingus 2009 Annual Report Download - page 29

Download and view the complete annual report

Please find page 29 of the 2009 Aer Lingus 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 96

  • 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


Directors’ Report Aer Lingus Group Plc – Annual Report 2009
Mr Laurence Crowley was appointed to the Board on 9 January 2009.
Mr Chris Wall ceased to be a Director on 5 March 2009 when the
Company was informed by the Minister for Transport of Ireland that
Mr Chris Wall’s appointment as a “Minister’s Nominee” had expired.
Mr Leslie Buckley was nominated for appointment to the Board by
the Minister for Transport, and was appointed as a non-executive
director on 18 May 2009. Mr Buckley is designated a “Minister’s
Nominee” in accordance with the Company’s Articles of Association.
Mr Christoph Mueller was appointed to the Board on 14 September
2009 and will be put forward for election at the forthcoming Annual
General Meeting.
Mr Ivor Fitzpatrick and Ms Anne Mills were both re-elected at the
Company’s Annual General Meeting during the year. On 21 March
2010 Ms Anne Mills retired upon the expiry of her term of office as
a director.
Mr Colm Barrington, Mr Laurence Crowley and Mr Sean Coyle
were each elected at the Company’s Annual General Meeting
during the year.
Mr Dermot Mannion resigned from the Board on 6 April 2009.
Mr Sean Coyle resigned from the Board on 31 December 2009.
Mr Tom Corcoran and Mr Tom Moran will retire by rotation as
directors in accordance with the Articles of Association at the
forthcoming Annual General Meeting and following rigorous
review are being recommended for re-election. None of the
non-executive directors retiring by rotation has a service contract
with the Company.
The interest of the Directors in office at 31 December 2009 in the
shares of the Group are outlined in the Report of the Remuneration
Committee on Directors Remuneration on page 41.
During the year ended 31 December 2009, the Company Secretary
was granted a conditional award of 70,403 shares under the LTIP in
respect of the vesting period 1 January 2009 to 31 December 2011.
Any vesting of these shares is subject to the achievement of the
performance targets outlined in the LTIP and the rules of the LTIP.
Since the year-end Mr Montie Brewer and Ms Nicola Shaw have
been appointed as directors and will be put forward for election
at the forthcoming Annual General Meeting.
There were no contracts or arrangements entered into during the
year in which a director was materially interested and which were
significant in relation to the Group’s business.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.
Irish company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors have
prepared the financial statements in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European
Union (EU). The financial statements are required by law to give a
true and fair view of the state of affairs of the company and the group
and of the profit or loss of the group.
In preparing these financial statements the Directors are required to:
n select suitable accounting policies and then apply them
consistently;
n make judgments and estimates that are reasonable and prudent;
n state that the financial statements comply with IFRSs as adopted
by the European Union, and
n prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the group and the
parent company will continue in business.
The Directors are also required by applicable law and the Listing
Rules issued by the Irish Stock Exchange, to prepare a directors’
report and reports relating to directors’ remuneration and corporate
governance. In accordance with the Transparency (Directive
2004/109/EC) Regulations 2007 (“the Transparency Regulations”),
the Directors are required to include a management report containing
a fair review of the business and a description of the principal risks
and uncertainties facing the group.
The Directors are responsible for keeping proper books of account that
disclose with reasonable accuracy at any time the financial position of
the Company and the Group and to enable them to ensure that the
financial statements comply with the Companies Acts 1963 to 2009
and, as regards the group financial statements, Article 4 of the IAS
Regulation. They are also responsible for safeguarding the assets of
the Company and the Group and for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Group’s website.
Legislation in the Republic of Ireland governing the preparation and
dissemination of financial statements may differ from legislation in
other jurisdictions.