Aer Lingus 2014 Annual Report Download - page 54

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Risk Committee
The Board has a Risk Committee, which was established to consider the significant risks facing the Group (other than those relating to
safety) and the manner in which they are addressed, and to recommend to the Board the most effective way of assessing these risks. The
Risk Committee jointly conducts with the Audit Committee, an annual review of Aer Lingus’ system of internal financial control and risk
management systems and reports to the Board in this regard.
During 2014 the Risk Committee consisted of Mr. William Slattery (Chairman), Mr. David Begg, Mr. Montie Brewer, and Mr. Frank
O’Connor. Dr. Colin Hunt was also a member (and Chairman) of the Risk Committee until his retirement from the Board on 29 January
2014, following which Mr. Slattery assumed the chairmanship of the Risk Committee. The Risk Committee met four times during the
year. Mr. O’Connor joined the Risk Committee in July 2014. Ms. Emer Gilvarry was appointed to the Risk Committee in February 2015
following Mr. Begg’s retirement from the Board. Attendance at meetings held is set out in the table on page 54.
The following is a summary of the principal work undertaken by the Risk Committee during 2014:
 the Risk Committee jointly conducted (with the Audit Committee), an annual review of Aer Lingus’ system of internal financial
control and risk management systems and reported to the Board in this regard;
 the Risk Committee reviewed and approved the Company’s Corporate Risk Assessment Process for 2014 and reported to the Audit
Committee and Board in this regard;
 throughout 2014, the Risk Committee monitored key risks facing the Group and considered detailed reports from management in
relation to these risks; and
 the Risk Committee provided reports to the Board regarding the work of the Committee.
Communications with shareholders
The Company attaches considerable importance to shareholder communication and has established an Investor Relations programme. This
programme includes the following elements:
 regular dialogue with institutional investors, fund managers, sell-side and buy-side analysts on key business issues through meetings
with the CEO, the CFO, executive management and senior management;
 results webcasts related to the issue of the preliminary result and the half yearly report; conference calls related to the issue of the Q1
and Q3 interim management statements;
 investor roadshows and conference calls;
 issuance of monthly traffic statistics;
 issuance of the Annual Report and the half yearly report;
 issuance of preliminary annual results announcements and Q1 and Q3 interim management statements;
 investor relations section on the Group’s website, including full text of financial results, press releases, results presentations, traffic
statistics, roadshow/ analyst presentations, analyst coverage, dividend information and calendar of events;
 AGM section on the Group’s website including the Notice of AGM, the statement of AGM procedures, the Articles of Association,
form of proxy, financial statements, AGM related announcements, results of AGM and historic results. The statement of AGM
procedures outlines the manner in which shareholders can table agenda items, resolutions and submit questions in advance of the
meeting;
 at the AGM, individual shareholders are able to question the Chairman and the Board;
 EGM section on the Group’s website in relation to the EGM in relation to the IASS solution held on 10 December 2014
 the Company also responds throughout the year to numerous queries from shareholders on a wide range of issues.
In addition, the Board has taken the following steps to ensure that its members (particularly Non-Executive Directors) develop an
understanding of the views of major shareholders:
 the Chairman ensures that the views of shareholders are communicated to the Board as a whole and also discusses governance and
strategy with major shareholders where appropriate;
 the Chairman and Senior Independent Director are available to attend meetings with shareholders to develop a balanced understanding
of their views and concerns;
 Non-Executive Directors are available to attend meetings where requested by major shareholders.
Description of internal control and risk management systems
In addition to the description below, the following sections of the Company’s Annual Report shall be treated as forming part of the Board’s
description of the main features of the Group’s internal control and risk management systems in relation to the process for preparing the
Group’s consolidated accounts:
 the description of the principal risks and uncertainties which the Group faces on pages 29 to 33;
 details regarding financial risk management are set out at Note 5 to the consolidated financial statements;
 the description of how the Audit Committee discharged its obligations throughout the year on pages 49 and 50; and
 the description of the Risk Committee above.
The Board acknowledges that it is responsible for the Group’s risk management and internal control systems and for reviewing their
effectiveness. Such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide
reasonable, but not absolute, assurance against material misstatement or loss.
As recommended by the revised guidance for Directors on internal controls (as applicable to the 2012 version of the UK Corporate
Governance Code, The Turnbull Guidance, October 2005) there is an ongoing Corporate Risk Assessment Process for identifying,
evaluating and managing the significant risks faced by the Group, in the areas of financial, operational and compliance controls and risk
management systems. The process has been in place throughout the accounting period and up to the date of approval of the Annual Report