Ryanair 2008 Annual Report Download - page 24

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24
The Nomination Committee
The members of the Nomination Committee are Mr. David Bonderman and Mr. Michael O’Leary.
The Committee carries out the process of selecting executive and non-executive directors to the Board
and makes proposals to the Board. However, the appointment of directors is a matter for the Board as a
whole.
The Air Safety Committee
The Air Safety Committee comprises of a Board Director, Mr. Michael Horgan, the Chief Pilot, the
Director of Flight and Ground Operations, the Flight Safety Officer, the Director of Engineering,
Director of Personnel and In-flight, the Quality Manager-Engineering, the Deputy Director – Ground
Operations, the Deputy Director – Safety, the Health and Safety Officer, the Chief Engineer and the
Flight Safety Manager. The Air Safety Committee meets regularly to discuss relevant issues and reports
to the Board on a quarterly basis.
The number of Board and Committee meetings held and attended during the year are given below.
Directors’ remuneration
The Chief Executive of the Group is the only executive director on the Board. In addition to his
base salary he is eligible for a performance bonus of up to 50% of salary and other bonuses dependant
upon the achievement of certain financial targets. It is considered that the shareholding of the Chief
Executive acts to align his interests with those of shareholders and gives him a keen incentive to
perform to the highest levels. The report of the Remuneration Committee is contained on page 35.
Relations with shareholders
Ryanair communicates with all of its shareholders following the release of quarterly and annual
results directly via road shows, investor days and/or by conference calls. The Chief Executive, senior
financial, operational, and commercial management participate in these events. During the year ended
March 31, 2008 the Group held discussions with a substantial number of institutional investors.
All shareholders are given adequate notice of the AGM at which the Chairman reviews the results
and comments on current business activity. Financial, operational and other information on the Group
is provided on our website at www.ryanair.com.
Ryanair will continue to propose a separate resolution at the AGM on each substantially separate
issue, including a separate resolution relating to the Directors’ Report and Accounts. In order to comply
with the Combined Code, proxy votes will be announced at the AGM, following each vote on a show of
hands, except in the event of a poll being called. The Board Chairman and the Chairmen of the Audit
and Remuneration Committees are available to answer questions from all shareholders.