Aer Lingus 2009 Annual Report Download - page 38

 Directors’ Report Aer Lingus Group Plc – Annual Report 2009
(1) Mr Leslie Buckley was appointed to the Board on 18 May 2009
and hence was eligible to attend a maximum of eleven Board
meetings.
(2) Mr Laurence Crowley was appointed to the Board on 9 January
2009 and was eligible to attend all board meetings and Committee
meetings in 2009.
(3) Mr Michael Johns was appointed to the Risk Committee in
March 2009 and hence was eligible to attend a maximum
of three Risk Committee meetings.
(4) Mr Christoph Mueller was appointed to the Board on
14 September 2009 and hence was eligible to attend a
maximum of seven Board meetings.
(5) Mr Chris Wall ceased to be a Director on 5 March 2009 and
hence was eligible to attend a maximum of three Board meetings.
(6) Mr Dermot Mannion resigned from the Board on 6 April 2009 and
hence was eligible to attend a maximum of six Board meetings.
(7) Mr Sean Coyle resigned from the Board on 31 December 2009
and was eligible to attend all board meetings in 2009.
General meetings
The Company’s Annual General Meeting (AGM), which is held in
Ireland, affords individual shareholders the opportunity to question
the Chairman and the Board. It is the Company’s policy for all Directors
to attend the AGM. The Notice of the AGM, which specifies the time,
date, place and the business to be transacted, is sent to shareholders
at least 20 working days before the meeting. At the meeting, resolutions
are voted on by means of a show of hands. The votes of shareholders
present at the meeting are added to the proxy votes received and the
total number of votes for, against and withheld for each resolution are
announced. This information is made available on the Company’s
website following the meeting.
All other general meetings are called Extraordinary General Meetings
(EGMs). An EGM called for the passing of a special resolution must be
called by at least twenty-one clear days’ notice. Provided shareholders
have passed a special resolution at the immediately preceding AGM
and the Company allows shareholders to vote by electronic means,
an EGM to consider an ordinary resolution may, if the Directors deem
it appropriate, be called at fourteen clear days’ notice.
A quorum for a general meeting of the Company is constituted by
seven or more shareholders entitled to vote, each being a member
or a proxy for a member or a duly authorised representative of a
corporate member. The passing of resolutions at a meeting of the
Company, other than special resolutions, requires a simple majority.
To be passed, a special resolution requires a majority of at least 75%
of the votes cast.
Shareholders have the right to attend, speak, ask questions and
vote at general meetings. In accordance with Irish company law, the
Company specifies record dates for general meetings, by which date
shareholders must be registered in the Register of Members of the
Company to be entitled to attend. Record dates are specified in the
notes to the Notice of a general meeting. Shareholders may exercise
their right to vote by appointing a proxy/proxies, by electronic means
or in writing, to vote some or all of their shares. The requirements for
the receipt of valid proxy forms are set out in the notes to the Notice
convening the meeting. A shareholder, or a group of shareholders,
holding at least 5% of the issued share capital of the Company, has
the right to requisition a general meeting. A shareholder, or a group
of shareholders, holding at least 3% of the issued share capital of
the Company, has the right to put an item on the agenda of an AGM
or to table a draft resolution for inclusion in the agenda of a general
meeting, subject to any contrary provision in Irish company law.
The Group’s website, www.aerlingus.com, contains information
in respect of the Company’s AGM.
Regulation 21 of EC (Takeover Bids (Directive
2004/25/EC)) Regulations 2006 (SI 255/2006)
Information Required under Regulation 21(2)(c), (d), (f),
(h) and (i) of the EC (Takeover Bids (Directive 2004/25/EC))
Regulations 2006 (SI 255/2006)
For the purpose of Regulation 21(2)(c), (d), (f), (h) and (i) of the
EC (Takeover Bids (Directive 2004/25/EC)) Regulations 2006
(SI 255/2006), the information given under the following headings
on page 26 (Substantial Interests in Share Capital), 30 and 31 (Terms
of Appointment), 31 (Retirement and Re-election), 39 (Non-Executive
Directors, Executive Directors and Service Contracts), 28 (Issue
and Purchase of own shares and Share Ownership Restrictions),
84 (Called-Up Share Capital) and 84 to 86 (Share Premium, Capital
Conversion Reserve Fund, and Other Reserves) are deemed to be
incorporated in this Report. The Company’s rules in respect of the
appointment and replacement of directors of the Company and
amendment of the Company’s Articles of Association are set out in
the Company’s Memorandum and Articles of Association and the
relevant Articles of the Company’s Memorandum and Articles of
Association are hereby incorporated by reference in this Corporate
Governance Statement.
Directors’ Report [continued]