Ryanair 2009 Annual Report Download - page 17
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17
The number of Board and Committee meetings held and attended during the year was as follows:
Board Audit Board Safety
David Bonderman 7/7 - -
Michael O’Leary 7/7 - -
Michael Horgan 7/7 - 4/4
Kyran McLaughlin 7/7 10/10 -
James R. Osborne 7/7 10/10 -
Paolo Pietrogrande 5/7 - -
Emmanuel Faber 4/7 6/10 -
Klaus Kirchberger 4/7 - -
There were no Executive or Nomination Committee meetings held during the year. The Remuneration
Committee met on one occasion during the year.
Accountability and audit
The directors have set out their responsibility for the preparation of the financial statements on page 21 to
22. They have also considered the going concern position of the Company and their conclusion is set out on
page 19. The Board has established an Audit Committee whose principal tasks are to consider financial
reporting and internal control issues. The Audit Committee, which consists exclusively of independent non-
executive directors, meets at least quarterly to review the financial statements of the Company, to consider
internal control procedures and to liaise with internal and external auditors. In the year ended March 31, 2009
the Audit Committee met on 10 occasions. On a semi-annual basis the Audit Committee receives an extensive
report from the internal auditor detailing the reviews performed in the year, and a risk assessment of the
Company. This report is used by the Audit Committee and the Board, as a basis for determining the
effectiveness of internal control. The Audit Committee regularly considers the performance of internal audit
and how best financial reporting and internal control principles should be applied.
In addition, the Audit Committee has responsibility for appointing, setting compensation and overseeing
the work of the independent auditor. The Audit Committee pre-approves all audit and permissible non-audit
services provided by the independent auditor.
Internal control
The directors acknowledge their responsibility for the system of internal control which is designed to
manage rather than eliminate the risk of failure to achieve business objectives, and can provide only
reasonable and not absolute assurance against material mis-statement or loss. In accordance with the
provisions of the Combined Code the directors review the effectiveness of the Company’s system of internal
control including:
§ Financial
§ Operational
§ Compliance
§ Risk
§ Management
The Board is ultimately responsible for the Company’s system of internal controls and for monitoring its
effectiveness. The key procedures that have been established to provide effective internal control include: