Ryanair 2011 Annual Report Download - page 14

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March 31, 2009. The increase in staff levels consisted mainly of pilots and cabin crew and arose due to the
expansion of the aircraft fleet and continued growth of the Company.
Substantial interests in share capital
Details of substantial interests in the share capital of the Company which represent more than 3% of the
issued share capital are set forth on page 102 of the Annual Report. At March 31, 2011 the free float in shares
was 95%.
Directors and company secretary
The names of the director are listed on pages 94 and 95 of the Annual Report. The name of the company
secretary is listed on page 98 of the Annual Report. Details of the appointment and re-election of directors are
set forth on page 15 of the Annual Report.
Interests of directors and company secretary
The directors and company secretary who held office at March 31, 2011 had no interests other than those
outlined in note 19 on page 174 of the consolidated financial statements in the shares of the Company or other
group companies.
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 27 on page 183 of the consolidated financial statements.
Executive director’s service contract
Ryanair entered into an 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.
Dividend policy
Details of the Company’s dividend policy are disclosed on page 107 of the annual report.
Accountability and audit
The directors have set out their responsibility for the preparation of the financial statements on page 27 to
28. They have also considered the going concern position of the Company and their conclusion is set out on
page 24. 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, 2011
the Audit Committee met on seven 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.