Aer Lingus 2014 Annual Report Download - page 51

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and updated during 2013 and was kept under review in 2014. In addition, to aid their ongoing development and understanding of the
business, Directors engage with the executive and senior management teams on a continuing basis.
A procedure is in place under which Directors, in furtherance of their duties, are able to take professional advice, if necessary, at the
Company’s expense.
The Company Secretary is responsible for ensuring that Board procedures are followed and all Directors have access to her advice and
services. The Company Secretary ensures that the Board members receive appropriate training as necessary. The Company Secretary is
responsible for advising the Board on all corporate governance matters.
The Company has an insurance policy in place which insures the Directors in respect of legal action taken against them in respect of their
reasonable actions as officers of the Company.
Meetings
The Board has a fixed schedule of meetings each year and may meet more frequently as required. There were seven scheduled Board
meetings in 2014 and a number of decisions were also taken by written resolution in lieu of a meeting. In addition there were five conference
call meetings which were not pre-scheduled and were convened at short notice. Therefore, there were a total of 12 Board Meetings held in
2014. Details of Directors’ attendance at these meetings is outlined in the table on page 54. In line with best practice guidelines, all
Directors attended in excess of 75% of the pre-scheduled Board meetings in 2014 which they were entitled to attend.
For regular Board meetings, the agenda will usually comprise of reports from the Chief Executive Officer, Chief Financial Officer and
executive management. The practice is to have the agenda and supporting papers circulated to the Directors seven days ahead of each
meeting. It is inevitable that there will be occasions when circumstances arise to prevent Directors from attending meetings. In such
circumstances, it is practice for the absent Director to review the Board papers with the Chairman and convey any views on specific issues. It
should also be noted that the time commitment expected of Non-Executive Directors is not restricted to Board meetings. All of the Directors
are to be available for consultation on specific issues falling within their particular fields of expertise. The Chairman and Non-Executive
Directors meet at each scheduled meeting as a group without the executive Directors present. In addition a further meeting each year consists
of the Senior Independent Director and the other Non-Executive Directors, without the Chairman being present.
Performance evaluation
The Board and its committees undertake an annual evaluation of their performance of how well they are functioning as an effective board
applying best principles of governance, whether each Director continues to contribute effectively and demonstrate commitment to the role
and to identify areas for development. The Chairman’s performance is evaluated by the Senior Independent Director and the Non-Executive
Directors at least once a year. In addition to being evaluated by the Chairman, the Directors are also obliged to assess their own performance.
The performance evaluation of the Board in respect of the financial year ending 31 December 2014 was facilitated internally. A detailed
questionnaire was prepared for answer online by each person who was a serving Director at year end. Following the completion of the
questionnaire, a report was prepared. The evaluation covered Board processes, composition including balance of skills, experience, diversity,
independence and knowledge of the Company, how the Board worked together as a unit and other factors relevant to its effectiveness,
strategy, risk management and evaluations of the full Board, Board Committees and individual Board members. The assessor prepared a
report on the results of the questionnaire and presented it to the Chairman in respect of the Directors and to the Senior Independent Director
in respect of the Chairman and the report was subsequently circulated for review and discussion by the Board. The performance evaluation
of the Board was externally facilitated for the years ended 2011 and 2012. The board evaluation in respect of the financial year ending 31
December 2013 conducted in 2014 was facilitated internally.
Remuneration
Details of Directors’ remuneration is set out in the Report of the Remuneration Committee on Directors’ Remuneration on pages 57 to 70.
Share ownership and dealing
Details of the shares held by Directors are set out in Table 2.2 on page 69. The Company has a policy on dealing in shares that applies to all
Directors and senior management. Under the policy, Directors are required to obtain clearance from the Chairman before dealing in company
shares. Directors and senior management are prohibited from dealing in company shares during designated prohibited periods and at any
time which the individual is in possession of price-sensitive information.
Board committees
The Board has established five permanent committees to assist in the execution of its responsibilities. These are the Audit Committee, the
Remuneration Committee, the Nominations Committee, the Safety Committee and the Risk Committee. Ad-hoc committees are established
from time to time to deal with specific matters. Terms of reference for each of the permanent committees have been documented and
approved by the Board. Copies are available on request from the Company Secretary.
All Chairmen of the Committees attend the Company’s AGM and are available to answer questions from the shareholders.
Audit Committee
The Board has established an Audit Committee consisting of at least three Non-Executive Directors considered by the Board to be
independent. During 2014 the Audit Committee consisted of Ms. Nicola Shaw (Chair), Mr. Laurence Crowley, Mr. Nicolas Villen and Mr.
Montie Brewer. Mr. Villen was appointed to the Audit Committee in January 2014. Mr. Crowley, a Chartered Accountant, and Mr. Villen,
an experienced former CFO and CEO, are the Audit Committee’s financial experts. In addition, all other members of the Audit Committee
had recent and relevant financial experience. The Audit Committee met 11 times during the year. Two of its meetings were not pre-
scheduled and were convened at short notice. Attendance at meetings held is set out in the table on page 54.