Ryanair 2008 Annual Report Download - page 35

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35
Report of the Remuneration Committee to the Board 25
ANNUAL REPORT & F INANCIAL STATE MENTS 2007
In forming the Group’s remuneration policy, the Board has complied with the Combined Code.
ANNUAL REPORT & F INANCIAL STATE MENTS 2007
The Remuneration Committee
The Remuneration Committee comprises Mr. James Osborne, Mr. Paolo Pietrogrande and Mr.
Klaus Kirchberger, all of whom are non-executive directors. The Committee determines the
remuneration of senior executives of Ryanair and administers the Group’s stock option plans. The
Board determines the remuneration and bonuses of the Chief Executive who is the only Executive
Director.
Remuneration policy
The Group’s policy on senior executive remuneration is to reward its executives competitively,
having regard to the comparative marketplace in Ireland and the United Kingdom, in order to ensure
that they are properly motivated to perform in the best interests of the shareholders.
Non-executive directors
Non-executive directors are remunerated by way of directors’ fees and share options. While the
Combined Code notes that the remuneration of the non-executive director should not include share
options the Board believes that the quantum of options granted to non-executive directors are not so
significant as to raise any issue concerning their independence. Mr. Michael Horgan is remunerated on
a consultancy basis on safety issues and also by way of share options. Full details are disclosed in note
19(b) and 19(d) to the consolidated financial statements.
Executive director remuneration
The elements of the remuneration package for the Executive director are basic salary, performance
bonus and other bonuses dependent upon the achievement of certain financial targets and a pension.
Full details of the executive director’s remuneration are set out in note 19(a) to the consolidated
financial statements.
Executive director’s service contract
Ryanair entered into a new employment agreement with the only executive director of the Board,
Mr. Michael O’Leary on July 1, 2002 for a one year period to June 30, 2003. Thereafter, the agreement
continues for successive annual periods but may be terminated with 12 months notice by either party.
Mr. O’Leary’s employment agreement does not contain provisions providing for compensation on its
termination.