Aer Lingus 2009 Annual Report Download - page 34

 Directors’ Report Aer Lingus Group Plc – Annual Report 2009
Performance evaluation
The Board and its committees undertake an annual evaluation of
their performance of how well they are functioning as an effective
board applying best principles of governance, whether each director
continues to contribute effectively and demonstrate commitment
to the role and to identify areas for development. 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. In 2009 an annual evaluation of the Board’s
performance was conducted with the assistance of external consultants.
Remuneration
Details of remuneration paid to Directors is set out in the Report
of the Remuneration Committee on Directors’ Remuneration on
pages 38 to 42.
Share ownership and dealing
Details of the shares held by Directors are set out in Table 2.3 on page
41. 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 at 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.
In 2009 the Audit Committee consisted of Mr Ivor Fitzpatrick
(Chairman), Mr Laurence Crowley and Ms Danuta Gray. 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 35.
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.);
(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:
n Reviewed internal and external audit plans and approved
internal audit plans in advance of audit;
n Met with and received reports from internal and external
auditors;
n Monitored and reviewed internal and external auditors
performance;
n Reviewed the independence of the external auditors;
n Considered whether or not to recommend the re-appointment
of the external auditors;
n Reviewed the half-year report, the annual report and accounts;
and
n Reviewed reports of Risk Committee on Group Corporate
Risk Assessment Process.
Directors’ Report [continued]