Ryanair 2009 Annual Report Download - page 94

94
James Osborne (Director). Mr. Osborne has served as a director of Ryanair Holdings since August 1996, and
has been a director of Ryanair since April 1995. Mr. Osborne is a former managing partner of A & L Goodbody
Solicitors. He also serves as a director of a number of Irish private companies. Mr. Osborne is an Irish citizen.
Paolo Pietrogrande (Director). Paolo Pietrogrande, a citizen of the United States, has been a director since
2001. He is presently also Executive Chairman of 9REN Group, formerly Gamesa Solar. A chemical engineer
by training, he has served as an executive at KTI Group, Bain & Company, General Electric, Enel, Ducati Motor
Holding and Sviluppo Italia; as chief executive officer of Enel Greenpower, CISE, and Nuovi Cantieri Apuania;
and as chairman of Atmos Holdings and Solar Energy Italia. His previous board memberships include different
companies of the Enel Group, Trinergy Plc, Ducati Motor Holding and Atmos Holdings and its subsidiaries. He
also currently serves on the advisory board of Wheb Ventures.
The Board of Directors has established a number of committees, including the following:
Executive Committee. The board of directors established the Executive Committee in August 1996. The
Executive Committee can exercise the powers exercisable by the full board of directors in circumstances in
which action by the board of directors is required but it is impracticable to convene a meeting of the full board
of directors. Messrs. Bonderman and O’Leary are the members of the Executive Committee.
Remuneration Committee. The board of directors established the Remuneration Committee in
September 1996. This committee has authority to determine the remuneration of senior executives of the
Company and to administer the stock option plans described below. The board of directors as a whole
determines the remuneration and bonuses of the chief executive officer, who is the only executive director.
Messrs. Osborne, Pietrogrande and Kirchberger are the members of the Remuneration Committee.
Audit Committee. The board of directors established the Audit Committee in September 1996 to make
recommendations concerning the engagement of independent chartered accountants; to review with the
accountants the plans for and scope of each annual audit, the audit procedures to be utilized and the results of
the audit; to approve the professional services provided by the accountants; to review the independence of the
accountants; and to review the adequacy and effectiveness of the Company’s internal accounting controls.
Messrs. McLaughlin, Faber, and Osborne are the members of the Audit Committee. In accordance with the
recommendations of the Irish Combined Code of Corporate Governance (the “Combined Code”), a senior
independent non-executive director, Mr. McLaughlin, is the chairman of the Audit Committee. All members of
the Audit Committee are independent for purposes of the listing rules of the Nasdaq National Market
(“Nasdaq”) and the U.S. federal securities laws.
Nomination Committee. The board of directors established the Nomination Committee in May 1999 to
make recommendations and proposals to the full board of directors concerning the selection of individuals to
serve as executive and non-executive directors. The board of directors as a whole then makes appropriate
determinations regarding such matters after considering such recommendations and proposals. Messrs.
Bonderman and O’Leary are the members of the Nomination Committee.
Air Safety Committee. The board of directors established the Air Safety Committee in March 1997 to
review and discuss air safety and related issues. The Air Safety Committee reports to the full board of directors
each quarter. The Air Safety Committee is composed of Mr. Horgan (who acts as the chairman), as well as the
following executive officers of Ryanair: Messrs. Conway, Hickey, O’Brien and Wilson.