Ryanair 2009 Annual Report Download - page 95

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Powers of, and Action by, the Board of Directors
The board of directors is empowered by the Articles to carry on the business of Ryanair Holdings,
subject to the Articles, provisions of general law and the right of stockholders to give directions to the directors
by way of ordinary resolutions. Every director who is present at a meeting of the board of directors of Ryanair
Holdings has one vote. In the case of a tie on a vote, the chairman of the board of directors has a second or tie-
breaking vote. A director may designate an alternate director to attend any board of directors meeting, and such
alternate director shall have all the rights of a director at such meeting.
The quorum for a meeting of the board of directors, unless another number is fixed by the directors,
consists of three directors, a majority of whom must be EU nationals. The Articles require the vote of a majority
of the directors (or alternates) present at a duly convened meeting for the approval of any action by the board of
directors.
Composition and Term of Office
The Articles provide that the board of directors shall consist of no fewer than three and no more than
15 directors, unless otherwise determined by the stockholders. There is no maximum age for a director and no
director is required to own any shares of Ryanair Holdings.
Directors are elected (or have their appointments confirmed) at the annual general meetings of
stockholders. Save in certain circumstances, at every annual general meeting, one-third (rounded down to the
next whole number if it is a fractional number) of the directors (being the directors who have been longest in
office) must stand for re-election. Accordingly Messrs Horgan, McLaughlin and Pietrogrande will be retiring,
and will be eligible to offer themselves for re-election at the annual general meeting scheduled to be held on
September 24, 2009.
Exemptions from Nasdaq Corporate Governance Rules
At the time of the listing of Ryanair’s ADSs on Nasdaq in 1997, the Company received certain
exemptions from the Nasdaq corporate governance rules. These exemptions, and the practices the Company
adheres to, are as follows:
f) The Company is exempt from Nasdaq’s quorum requirements applicable to meetings of
shareholders, which require a minimum quorum of 33% for any meeting of the holders of common
stock, which in the Company’s case are its Ordinary Shares. In keeping with Irish generally
accepted business practice, the Articles provide for a quorum for general meetings of shareholders
of three shareholders, regardless of the level of their aggregate share ownership.
g) The Company is exempt from Nasdaq’s requirement with respect to audit committee approval of
related-party transactions, as well as its requirement that shareholders approve certain stock or
asset purchases when a director, officer or substantial shareholder has an interest. The Company is
subject to extensive provisions under the Listing Rules of the Irish Stock Exchange (the “Irish
Listing Rules”) governing transactions with related parties, as defined therein, and the Irish
Companies Act also restricts the extent to which Irish companies may enter into related-party
transactions. In addition, the Articles contain provisions regarding disclosure of interests by the
directors and restrictions on their votes in circumstances involving conflicts of interest. The
concept of a related party for purposes of Nasdaq’s audit committee and shareholder approval rules
differs in certain respects from the definition of a transaction with a related party under the Irish
Listing Rules.