Ryanair 2008 Annual Report Download - page 22

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22
Directors and the Board
At the financial year end the Board of Ryanair comprised 7 non-executive directors and 1 executive
director. Biographies of these directors are set out on pages 29 to 30. Each director has extensive
business experience, which they bring to bear in governing the Group. The Group has a Chairman with
an extensive background in this industry, and significant public company experience. Historically, the
Group has always separated the roles of Chairman and Chief Executive. The Chairman is primarily
responsible for the management of the Board, and the Chief Executive for the running of the business
and implementation of the Board’s strategy and policy.
The Board meets at least on a quarterly basis and in the year to March 31, 2008 the Board met on 7
occasions. Detailed Board papers are circulated in advance so that Board members have adequate time
and information to be able to participate fully at the meeting. The Board’s primary focus is on strategy
formulation, policy and control. The Board also has a schedule of matters reserved for its attention,
including matters such as appointment of senior management, approval of the annual budget, large
capital expenditure, and key strategic decisions. The holding of detailed regular Board meetings and the
fact that many matters require Board approval, indicate that the running of the Group is firmly in the
hands of the Board.
The Board has established a process to annually evaluate the performance of the Board and its
principal Committees. The Board anticipates that the formal evaluation will be completed in the
calendar year. Based on the evaluation process completed, the Board considers that the principal
Committees have performed effectively throughout the year.
Directors’ independence
The Board regards all of the directors as independent and that no one individual or one grouping
exerts an undue influence on others. All directors have access to the advice and services of the
Company Secretary and the Board has established a procedure whereby directors wishing to obtain
advice in the furtherance of their duties may take independent professional advice at the Group’s
expense.
The Board has considered Mr. Kyran McLaughlin's independence given his role as Deputy
Chairman and Head of Capital Markets at Davy Stockbrokers. Davy Stockbrokers are one of Ryanair's
corporate brokers and provide corporate advisory services to Ryanair from time to time. The Board has
considered the fees paid to Davy Stockbrokers for these services and believe that they are immaterial to
both Ryanair and Davy Stockbrokers given the size of each organisation's business operations and
financial results. Having considered this relationship, the Board has concluded that Mr. McLaughlin
continues to be an independent non executive director within the spirit and meaning of the Combined
Code Rules.
The Board has also considered the independence of Mr. David Bonderman given his shareholding
in Ryanair Holdings plc. Mr. David Bonderman has a shareholding in the Company of 14,117,360
ordinary shares, equivalent to 0.95% of the issued share capital. Having considered this shareholding in
light of the number of issued shares in Ryanair Holdings plc and the financial interest of the director, the
Board has concluded that the interest is not so material as to breach the spirit of the independence rule
contained in the Combined Code.