Ryanair 2008 Annual Report Download - page 23

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23
The Board has further considered the independence of Mr. David Bonderman and Mr. James
Osborne as they have each served more than 9 years on the Board. The Board considers that each of
these directors is independent as each has other significant commercial and professional commitments
and each brings his own level of senior experience gained in their fields of international business and
professional practice. For these reasons, and also because each director’s independence is considered
annually by the Board, the Board considers it appropriate that these directors have not been offered for
annual re-election as is recommended by the Combined Code.
New non-executive directors are encouraged to meet the Executive director and senior management
for briefing on the Group’s developments and plans. Directors can only be appointed following
selection by the Nomination Committee and approval by the Board and by the shareholders at the
Annual General Meeting.
Ryanair’s Articles of Association require that all of the directors retire and offer themselves for re-
election within a three-year period. Accordingly Mr. David Bonderman, Mr. James Osborne and Mr.
Michael O’Leary will be retiring, and being eligible will offer themselves for re-election at the AGM on
September 18, 2008.
In accordance with the recommendations of the Combined Code, Mr. Kyran McLaughlin is
Chairman of the Audit Committee and Mr. James Osborne, the senior non-executive director, is
Chairman of the Remuneration Committee.
Board Committees
The following Committees have been established as subcommittees of the Board:
The Audit Committee
The Audit Committee meets regularly and has clear terms of reference in relation to its authority
and duties. The Committee’s terms of reference are available from the Company Secretary and are
displayed on the Company’s website at www.Ryanair.com. Further information is detailed below under
“Accountability and Audit.”
Its members are Mr. Kyran McLaughlin, Mr. James Osborne and Mr. Emmanuel Faber. The Board
consider that all of the Audit Committee members have relevant financial expertise and that Mr.
Emmanuel Faber is a recognised financial expert.
The Executive Committee
The Executive Committee can exercise the powers exercisable by the full Board of Directors in
specific circumstances delegated by the Board when action by the Board of Directors is required and it
is impracticable to convene a meeting of the full Board of Directors. Its members are Mr. David
Bonderman and Mr. Michael O’Leary.
The Remuneration Committee
The members of the Remuneration Committee are Mr. James Osborne, Mr. Paolo Pietrogrande and
Mr. Klaus Kirchberger. The Remuneration Committee determines the remuneration of senior
executives and administers the Group’s share option plans. The Committee makes recommendations to
the Board on the Group’s policy framework for executive director remuneration in accordance with the
provisions contained in Schedule A to the Combined Code.