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25
Directors’ Report Aer Lingus Group Plc – Annual Report 2010
Directors and Secretary
The names of the current Directors appear on page 16, together with
a short biographical note on each Director. The Directors who served
during the year are listed in the table below:
Director Status Independent/
Non-Independent
Colm Barrington Current Independent
David Begg Current Non-Independent
(former ESOT nominee)
Montie Brewer Current Independent
Leslie Buckley Current Non-Independent
(Minister’s nominee)
Thomas Corcoran Current Independent
Laurence Crowley Current Independent
Ivor Fitzpatrick Retired Independent
Danuta Gray Current Independent
Francis Hackett Current Non-Independent
(Minister’s nominee)
Colin Hunt Current Non-Independent
(Minister’s nominee)
Michael Johns Retired Non-Independent
(former ESOT nominee)
Andrew Macfarlane Current Non-Independent (Executive)
Anne Mills Retired Independent
Thomas Moran Current Independent
Christoph Mueller Current Non-Independent (Executive)
Nicola Shaw Current Independent
Mr Montie Brewer and Ms Nicola Shaw were appointed to the Board on
25 January 2010.
On 21 March 2010 Ms Anne Mills retired upon the expiry of her term of
offi ce as a director.
Mr Thomas Corcoran and Mr Thomas Moran were both re-elected at the
Company’s Annual General Meeting during the year.
Mr Christoph Mueller, Mr Montie Brewer and Ms Nicola Shaw were each
elected at the Company’s Annual General Meeting during the year.
Mr Andrew Macfarlane was appointed to the Board on 3 October 2010
and will be put forward for election at the forthcoming Annual General
Meeting.
Mr Ivor Fitzpatrick retired from the Board on 31 December 2010.
Ms Mella Frewen was appointed to the Board on 1 January 2011 and will
be put forward for election at the forthcoming Annual General Meeting.
Mr David Begg was appointed to the Board on 28 January 2011
following the expiry of his term of appointment as a director nominated
by Aer Lingus ESOP Trustees Limited (“ESOT”). He will be put forward for
election at the forthcoming Annual General Meeting.
Mr Michael Johns retired from the Board as an ESOT nominated Director
on 28 February 2011.
Ms Danuta Gray, Mr Colm Barrington and Mr Laurence Crowley will retire
by rotation as Directors in accordance with the Articles of Association
at the forthcoming Annual General Meeting and following 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 offi ce at 31 December 2010 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 2010, the Company Secretary (Mr
Donal Moriarty) was granted a conditional award of 88,947 shares under
the Long Term Incentive Plan (“LTIP”) in respect of the vesting period
1 January 2010 to 31 December 2012. Any vesting of these shares is
subject to the achievement of the performance targets outlined in the
LTIP and the rules of the LTIP.
There were no contracts or arrangements entered into during the year in
which a Director was materially interested and which were signifi cant in
relation to the Group’s business.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the annual report and the
fi nancial statements in accordance with applicable law and regulations.
Irish company law requires the Directors to prepare fi nancial statements
for each fi nancial year. Under that law the Directors have prepared the
fi nancial statements in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the European Union (EU).
The fi nancial 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 profi t or
loss of the group.
Directors’ Report (continued)