Ryanair 2011 Annual Report Download - page 24

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Shareholders may exercise their right to vote by appointing a proxy/proxies, by electronic means or in
writing, to vote some or all of their shares. The requirements for the receipt of valid proxy forms are set out in
the notes to the Notice convening the Meeting.
A shareholder or group of shareholders, holding at least 5% of the issued share capital has the right to
requisition a general meeting. A shareholder, or a group of shareholders, holding at least 3% of the issued
share capital of the Company, has the right to put an item on the agenda of an AGM or to table a draft
resolution for an item on the agenda of the general meeting provided that such item is accompanied by reasons
justifying its inclusion or the full text of any draft resolution proposed to be adopted at the general meeting. A
request by a member to put an item on the agenda or to table a draft resolution shall be received by the
company in hardcopy form or in electronic form at least 42 days before the AGM to which it relates.
Notice of the Annual General Meeting and the Form of Proxy are sent to shareholders at least twenty-
one working days before the meeting. The Company’s Annual Report is available on the Company’s website,
www.ryanair.com. The 2011 Annual General Meeting will be held at 10am on September 29, 2011 in the
Radisson Hotel, Dublin Airport, Co Dublin, Ireland.
All general meetings other than the Annual General Meeting are called Extraordinary General Meetings
(EGMs). An EGM must be called by giving at least twenty-one clear days’ notice. Except in relation to an
adjourned meeting, three members, present in person or by proxy, entitled to vote upon the business to be
transacted, shall be a quorum. The passing of resolutions at a general meeting, other than special resolution,
requires a simple majority. To be passed, a special resolution requires a majority of at least 75% of the votes
cast. Votes may be given in person by a show of hands, or by proxy.
At the Meeting, after each resolution has been dealt with, details are given of the level of proxy votes
cast on each resolution and the numbers for, against and withheld. This information is made available on the
Company’s website following the meeting.
Internal Control
The directors have overall responsibility for the Company’s system on internal control and for reviewing
its effectiveness. The directors acknowledge their responsibility for the system of internal control which is
designed to manage rather than eliminate the risk of failure to achieve business objectives, and can provide
only reasonable and not absolute assurance against material misstatement or loss.
In accordance with the revised FRC (Turnbull) guidance for directors on internal control published in
October 2005, ‘Internal Control: Revised Guidance for Directors on the Combined Code’, the Board confirms
that there is an ongoing process for identifying, evaluating and managing any significant risks faced by the
Group, that it has been in place for the year under review and up to the date of approval of the financial
statements and that this process is regularly reviewed by the Board.
In accordance with the provisions of the Combined Code the directors review the effectiveness of the
Company’s system of internal control including:
• Financial
• Operational
• Compliance
• Risk Management
The Board is ultimately responsible for the Company’s system of internal controls and for monitoring its
effectiveness. The key procedures that have been established to provide effective internal control include:
• a strong and independent Board which meets at least 4 times a year and has separate Chief Executive
and Chairman roles;
• a clearly defined organisational structure along functional lines and a clear division of responsibility
and authority in the Company;