Ryanair 2009 Annual Report Download - page 15

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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.
The Board of Directors has established a number of committees, details of which are set out on page 94 of
the Annual Report.
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 Company’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. As at March, 31 2009, Mr. David Bonderman had a shareholding in the Company of
14,117,360 ordinary shares, equivalent to 0.96% 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.
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 Company’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. One third (rounded up to the next whole number if it is a fractional
number) of the directors (being the directors who have been longest in office) will retire by rotation and be
eligible for re-election at every Annual General Meeting. Accordingly Mr. Michael Horgan, Mr. Kyran
McLaughlin and Mr. Paolo Pietrogrande will be retiring, and being eligible will offer themselves for re-
election at the AGM on September 24, 2009.
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.
Directors’ and senior executives’ remuneration
The Company’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. Details of total remuneration paid
to senior key management (defined as the executive team reporting to the Board of Directors) is set out in
Note 26 on page 176 of the consolidated financial statements.