Ryanair 2011 Annual Report Download - page 16

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CORPORATE GOVERNANCE REPORT
Ryanair has primary listings on the Irish and London Stock Exchanges and its American Depositary
Shares are listed on the NASDAQ. The directors are committed to maintaining the highest standards of
corporate governance and this statement describes how Ryanair has applied the main and supporting
principles set out in Section 1 of the Combined Code on Corporate Governance (June 2008) (‘Combined
Code’) published by the Financial Reporting Council (“FRC”) in the UK and adopted by the Irish Stock
Exchange. A copy of the Combined Code can be obtained from the FRC’s website, www.frc.org.uk. The
following statement describes how the principles set out in Section 1 of the Combined Code have been
applied.
On May 28, 2010, the FRC introduced changes to the Combined Code, now known as the UK Corporate
Governance Code. The new edition of the Code is to apply to financial years beginning on or after June 29,
2010 but Ryanair reviewed and applied as appropriate the new Combined Code for the financial year
commencing on April 1, 2010.
The Board of Directors
Roles
The Board of Ryanair is responsible for the leadership, strategic direction and overall management of the
Group. The Board’s primary focus is on strategy formulation, policy and control. It has a formal schedule of
matters specifically reserved to it for its attention, including matters such as appointment of senior
management, approval of the annual budget, large capital expenditure, and key strategic decisions.
The Board has delegated responsibility for the management of the Group to the Chief Executive and
executive management.
There is a clear division of responsibilities between the Chairman and the Chief Executive, which is set
out in writing and has been approved by the Board.
Chairman
David Bonderman has served as the chairman of the Board since December 1996. The Chairman’s
primary responsibility is to lead the Board, to ensure that it has a common purpose, is effective as a group and
at individual director level and that it upholds and promotes high standards of integrity and corporate
governance. He ensures that Board agendas cover the key strategic issues confronting the Group; that the
Board reviews and approves management’s plans for the Group; and that directors receive accurate, timely,
clear and relevant information.
The Chairman is the link between the Board and the Company. He is specifically responsible for
establishing and maintaining an effective working relationship with the Chief Executive, for ensuring
effective and appropriate communications with shareholders and for ensuring that members of the Board
develop and maintain an understanding of the views of shareholders.
While Mr Bonderman holds a number of other directorships (See details on page 94), the Board
considers that these do not interfere with the discharge of his duties to Ryanair.
Senior Independent Director
The Board has appointed Mr James Osborne as the Senior Independent Director. Mr Osborne is available
to shareholders who have concerns that cannot be addressed through the Chairman, Chief Executive or Chief
Financial Officer and leads the annual Board review of the performance of the Chairman.
Company Secretary
The appointment and removal of the Company Secretary is a matter for the Board. All directors have
access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that
Board procedures are complied with.