Aer Lingus 2010 Annual Report Download - page 37

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Directors’ Report Aer Lingus Group Plc – Annual Report 2010
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 specifi es 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
specifi es 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 specifi ed 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 annual general meeting.
Regulation 21 of European Communities
(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 European Communities (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
European Communities (Takeover Bids (Directive 2004/25/EC))
Regulations 2006 (SI 255/2006), the information given under the
following headings on page 24 Substantial Interests in Share Capital,
28 (Terms of Appointment), 29 (Retirement and Re-election),
39 (Non-Executive Directors, Executive Directors and Service Contracts),
26 (Issue and Purchase of own shares and Share Ownership
Restrictions), 82 (Called-Up Share Capital) and 82 to 85 (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.
For the purpose of Regulation 21 of European Communities (Takeover
Bids (Directive 2004/25/EC)) Regulations 2006 (SI 255/2006), the
information given under the following headings on page 69 (Employee
Benefi ts), page 85 (Employee Participation and Pensions and other
Post Employment Benefi ts) and page 83 (Long Term Incentive Plan) are
deemed to be incorporated in this Report together with the information
given in the Corporate Governance Statement above.
The Chief Executive is entitled, having obtained the prior consent of the
Remuneration Committee, to terminate his employment within six months
of a change of control if the Chief Executive has reasonable grounds
to contend that such change of control has resulted or will result in
a diminution of his powers, duties or functions in relation to the
Company or if, as a consequence of the change in control, a contract of
employment which is less benefi cial to the Chief Executive is offered to
the Chief Executive which he declines to agree and upon such termination
the Company is obliged to pay the Chief Executive an amount equal to
one years basic salary for the fi nancial year of the Company immediately
preceding such termination. In the absence of the Remuneration
Committee giving its consent, the Company is not obliged to make the
foregoing payment to the Chief Executive in the circumstances described.
Directors’ Report (continued)