Ryanair 2011 Annual Report Download - page 25

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• a comprehensive system of internal financial reporting which includes preparation of detailed monthly
management accounts, providing key performance indicators and financial results for each major
function within the Company;
• preparation and issue of financial reports to shareholders and the markets, including the Annual Report
and consolidated financial statements, is overseen by the Audit Committee. The Company’s financial
reporting process is controlled using documented accounting policies and reporting formats,
supplemented by detailed instructions and guidance on reporting requirements. The Company’s
processes support the integrity and quality of data, including appropriate segregation of duties. The
financial information of the parent entity and all subsidiary entities, which form the basis for the
preparation of the consolidated financial statements are subject to scrutiny by Group level senior
management. The Company’s financial reports, financial guidance, and Annual Report and
consolidated financial statements are also reviewed by the Audit Committee of the Board in advance of
being presented to the full Board for their review and approval;
• quarterly reporting of the financial performance with a management discussion and analysis of results;
• weekly Management Committee meetings, comprising of heads of departments, to review the
performance and activities of each department in the Company;
• detailed budgetary process which includes identifying risks and opportunities and which is ultimately
approved at Board level;
• Board approved capital expenditure and Audit Committee approved treasury policies which clearly
define authorisation limits and procedures;
• an internal audit function which reviews key financial/business processes and controls, and which has
full and unrestricted access to the Audit Committee;
• an Audit Committee which approves audit plans, considers significant control matters raised by
management and the internal and external auditors and which is actively monitoring the Company’s
compliance with section 404 of the Sarbanes Oxley Act of 2002;
• established systems and procedures to identify, control and report on key risks. Exposure to these risks
is monitored by the Audit Committee and the Management Committee; and
• a risk management programme in place throughout the Company whereby executive management
reviews and monitors the controls in place, both financial and non financial, to manage the risks facing
the business.
On behalf of the Board, the Audit Committee has reviewed the effectiveness of the Company’s system of
internal control for the year ended March 31, 2011 and has reported thereon to the Board.
The Board has delegated to executive management the planning and implementation of the systems of
internal control within an established framework which applies throughout the Company.
Takeover Bids Directive
Information regarding rights and obligations attached to shares are set forth in Note 15 on pages 167 to 169
of the consolidated financial statements.
Shares in the Ryanair employee share schemes carry no control rights and shares are only issued (and gain
voting rights) when options are exercised by employees.
Ryanair’s Articles of Association do not contain any restrictions on voting rights. However, there are
provisions in the Articles which allow the directors to (amongst other things) suspend the voting rights of a
share if the Board believes the number of non-qualifying nationals holding shares in Ryanair would put it in
breach of the Air Navigation Acts and licences and permits which allow it to operate. This is not an absolute
restriction and can only occur if the Board designates a number of shares to be so restricted.