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DIRECTORS’ REPORT Aer Lingus Group Plc
ANNUAL REPORT 2012
38
DIRECTORS’ REPORT
Year ended 31 December 2012
Introduction
The Directors present their report to shareholders, together with the
financial statements of Aer Lingus Group plc and the Auditors’ report
thereon, for the year ended 31 December 2012.
Principal activities and future developments
The principal activities during the year continued to be the provision of air
travel services. The Chairman’s Statement and Chief Executive Officer’s
Review on pages 2 to 8 reports on developments during the year, on the
state of affairs at 31 December 2012, on events since 31 December 2012,
and on likely future developments. Further information with respect to
the review of the business and future developments is contained in the
Operating and Financial Review on pages 9 to 22. The financial statements
for the year ended 31 December 2012 are set out in detail on pages 60
to 118.
Information on the key performance indicators applicable to the Group are
detailed in the Financial Highlights on page 1, the Chairman’s Statement
on pages 2 to 4, the Chief Executive Officer’s Review on pages 5 to 8 and
in the Operating and Financial Review on pages 9 to 22.
Results for the year and state of affairs as at 31
December 2012
The consolidated income statement for the year ended 31 December 2012
and the consolidated statement of financial position at that date are set out
on pages 60 and 62 respectively. The profit for the year after tax amounted
to €34.0 million (2011: profit of €71.2 million).
The movement on consolidated retained earnings for the year is as follows:
€ m
Balance as at 31 December 2011 (72.8)
Comprehensive income for the year taken
to retained earnings 13.8
Balance as at 31 December 2012 (59.0)
Total equity decreased by €2.0 million during the year as a result of
the comprehensive income taken to retained earnings for the year of
€13.8 million and a net decrease in other reserves (principally the cash
flow hedging reserve) of €15.8 million. A detailed reconciliation of the
movement is provided in the Consolidated Statement of Changes in Equity
on page 64.
Substantial interests in share capital
As at 31 December 2012, the Directors are aware of the following
substantial interests in the share capital of the Company which represent
more than 3% of the issued share capital.
Name Shares held % of issued
share capital
Ryanair Limited 159,231,025 29.82%
Minister for Finance of Ireland 134,109,026 25.11%
Denis O’ Brien 20,308,822 3.8%
As far as the Company is aware, other than stated above, no other person
or Company has an interest of more than 3% in the share capital of the
Company.
Accounting policies
The Group accounts are prepared under International Financial Reporting
Standards as adopted by the EU. The principal accounting policies, together
with the basis of preparation of the accounts are set out on pages 68 to 78.
Dividends
On 4th May 2012 the Company announced a change to its dividend policy.
The Company paid its first dividend of three cent per share on 31 July 2012.
On 6 February 2013, the Board announced that it would recommend a
dividend payment of four cent per share in respect of the year ended 31
December 2012, subject to shareholder approval at the AGM.
Principal risks and uncertainties
Information on the principal risks and uncertainties facing the Group are
detailed on pages 23 to 29. The Financial Risk Management policies are
set out in Note 3 to the consolidated financial statements.
Directors and Secretary
The names of the current Directors appear on pages 30 to 31. 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 Retired Non-Independent (Minister’s nominee)
Laurence Crowley Current Independent
(1)
Mella Frewen Current Independent
Danuta Gray Current Independent
Francis Hackett Current Non-Independent (Minister’s nominee)
Colin Hunt Current Non-Independent (Minister’s nominee)
Andrew Macfarlane Current Non-Independent (Executive)
Thomas Moran Current Independent
Christoph Mueller Current Non-Independent (Executive)
Nicola Shaw Current Independent