Aer Lingus 2013 Annual Report Download - page 50

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48
Directors and Secretary
The names of the current Directors appear on pages 38 to 40. 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
Laurence Crowley1
Current
Independent
Mella Frewen
Retired
Independent
Danuta Gray
Retired
Independent
Francis Hackett
Retired
Non-Independent (Minister’s nominee)
Dr. Colin Hunt
Retired
Non-Independent (Minister’s nominee)
Andrew Macfarlane
Current
Non-Independent (Executive)
Tom Moran
Retired
Independent
Christoph Mueller
Current
Non-Independent (Executive)
Nicola Shaw
Current
Independent
William Slattery
Current
Non-Independent (Minister’s nominee)
Ms. Mella Frewen, Ms. Danuta Gray and Mr. Tom Moran retired from the Board on 31 December 2013. Dr. Colin Hunt and Mr. Francis
Hackett retired from the Board on 29 January 2014 and 7 February 2014 respectively.
Mr. John Hartnett, Mr. Nigel Northridge and Mr. Nicolás Villén subsequently joined the Board as independent non-executive directors on 1
January 2014. Mr. Frank O’Connor joined the Board as a nominee of the Minister for Transport, Tourism and Sport of Ireland on 14 March
2014 and is considered as non-independent.
On 25 March 2014 Mr. Andrew Macfarlane, Executive Director and the Group’s Chief Financial Officer (CFO) informed the Board that he
will step down from his position as CFO and Executive Director to take up a new role in the Middle East outside of the aviation industry.
The Board has commenced a process to recruit a new CFO. Mr. Macfarlane will remain in his current role of CFO and Executive Director
for up to 6 months to facilitate the transition to a new CFO.
Mr. Colm Barrington, Mr. David Begg, Mr. Montie Brewer, Mr. Laurence Crowley, Ms. Mella Frewen, Ms. Danuta Gray, Mr. Andrew
Macfarlane, Mr. Tom Moran, Mr. Christoph Mueller and Ms. Nicola Shaw were re-elected as Directors at the Company’s Annual General
Meeting (AGM) held on 26 April 2013.
The interests of the Directors in office at 31 December 2013 in the shares of the Group are outlined in table 2.2 in the Report of the
Remuneration Committee on Directors Remuneration on page 69.
1 Aer Lingus has determined that Mr. Crowley is an independent director notwithstanding the related party disclosure required under IAS
24, as set out in Note 35. At the time of Mr. Crowley’s appointment to the Board of Aer Lingus in 2009, Aer Lingus undertook an
assessment of his independence. Aer Lingus determined that the existence of the business relationship with Realex was not such that it
affected or impaired Mr. Crowley’s independent judgement and he was, therefore, determined to be independent in character and judgement.
As part of its assessment, the following factors were considered; the monetary value of the Aer Lingus business to Realex was not
significant and was diminishing; Mr. Crowley did not hold any shares in Realex; Mr. Crowley’s remuneration as a Realex non-executive
director was a modest fixed fee and not, in any way, linked to Realex’s performance; Aer Lingus’ business relationship with Realex
predated Mr. Crowley’s appointment as a non-executive director of Realex; the expenditure incurred by Aer Lingus in its business
relationship with Realex was immaterial.