Aer Lingus 2009 Annual Report Download - page 35

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Directors’ Report Aer Lingus Group Plc – Annual Report 2009
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 and work in connection with
the Defence Document for the second Ryanair bid. 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 January 2009 the
Committee members were Mr Ivor Fitzpatrick (Chairman), Mr Colm
Barrington and Ms Anne Mills. In January 2009 the composition
of the Committee was revised to include two additional members:
Ms Danuta Gray was appointed as Chairman of the Committee and
Mr Tom Corcoran was appointed as a member of the Committee.
Ms Anne Mills retired on 21 March 2010 upon the expiry of her
term of office as a director.
The Remuneration Committee determines the conditions of
employment of executive Directors and the senior management
team. It met six times during the year. Attendance at meetings
held is set out in the table on page 35.
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 January 2009, the composition of the Appointments Committee
was revised when Mr Laurence Crowley was appointed as Chairman
of the Committee and Dr Colin Hunt and Mr Michael Johns were
appointed as members (in addition to the continuing members being
Mr Colm Barrington and Mr Tom Moran). The role of the Appointments
Committee is to lead the process for considering Board appointments.
The Appointments Committee may 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 five scheduled
meetings during the year. Attendance at the meetings held is set
out in the table on page 35.
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 Laurence Crowley, Mr Leslie Buckley and Mr Christoph Mueller
were appointed to the Board in 2009 and Mr Montie Brewer and
Ms Nicola Shaw were appointed to the Board since the year-end.
All were nominated for appointment based on the skills they
would bring to the Board. Detailed biographies of these Directors
are set out on pages 10 and 11. Neither external consultants nor
open advertisements were used in the appointment of Mr Laurence
Crowley or Mr Leslie Buckley (who was appointed as a nominee of
the Minister for Transport of Ireland). The Appointments Committee
undertook a process involving other members of the Board and an
external consultancy for the appointments of Mr Christoph Mueller,
Mr Montie Brewer and Ms Nicola Shaw.