Ryanair 2011 Annual Report Download - page 17

15
Membership
The Board consists of one executive and eight non-executive directors. The composition of the Board
and the principal Board Committees are set out in the table below. Brief biographies of the directors are set
out on pages 94 to 95. The Board, with the assistance of the Nomination Committee, keeps Board composition
under review to ensure that it includes the necessary mix of relevant skills and experience required to perform
its role.
Each director has extensive business experience, which they bring to bear in governing the Company.
The Board considers that, between them, the directors bring the range of skills, knowledge and experience,
including international experience, necessary to lead the Company. The Company has a Chairman with an
extensive background in this industry, and significant public company experience. Historically, the Company
has always separated the roles of Chairman and Chief Executive for the running of the business and
implementation of the Board’s strategy and policy.
Name Role Independent
Years
on
board
Audit Remuneration Nomination Executive
Air
Safety
David
Bonderman Chairman Yes 14 - - Chair Chair -
Michael
O’Leary
Chief
Executive No 23 - - Member Member -
Michael
Horgan
Non
Executive Yes 10 - - - - Chair
Kyran
McLaughlin
Non
Executive Yes 10 Chair - Member Member -
James R.
Osborne
Senior
Independent Yes 15 Member Chair - Member -
Paolo
Pietrogrande
Non
Executive Yes 10 - Member - - -
Klaus
Kirchberger
Non
Executive Yes 8 - Member - - -
Charles
McCreevy
Non
Executive Yes 1 - - - - -
Declan
McKeon
Non
Executive Yes 1 Member - - - -
Appointment
Directors can only be appointed following selection by the Nomination Committee and approval by the
Board and must be elected by the shareholders at the Annual General Meeting following their appointment.
Ryanair’s Articles of Association require that all of the directors retire and offer themselves for re-election
within a three-year period. 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) will retire by rotation and be eligible for re-
election at every Annual General Meeting. Accordingly Mr. David Bonderman, Mr. James Osborne and Mr.
Michael O’ Leary will be retiring, and will be eligible to offer themselves for re-election at the AGM on
September 29, 2011. Mr. Emmanuel Faber retired at the last AGM and did not offer himself for re-election.
In accordance with the recommendations of the Combined Code, Mr. Kyran McLaughlin is Chairman of
the Audit Committee and Mr. James Osborne, the senior non-executive director, is Chairman of the
Remuneration Committee.
Senior Management regularly brief the Board including new members in relation to operating, financial
and strategic issues concerning the Company. The Board also have direct access to senior management as
required in relation to any issues they have concerning the operation of the Company. The terms and
conditions of appointment of non-executive directors are set out in their letters of appointment, which are
available for inspection at the Company’s registered office during normal office hours and at the Annual
General Meeting of the Company.