Ryanair 2011 Annual Report Download - page 27
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25
Compliance Statement
Ryanair has complied, throughout the year ended March 31, 2011, with the provisions set out in Section
1 of the Combined Code except as outlined below. The Group has not complied with the following provisions
of the Combined Code, but continues to review these situations on an ongoing basis:
• Non-executive directors participate in the Company’s share option plans. The Combined Code requires
that, if exceptionally, share options are granted to non-executive directors that shareholder approval
should be sought in advance and any shares acquired by exercise of the options should be held until at
least one year after the non-executive director leaves the board. In accordance with the Combined Code,
the Company sought and received shareholder approval to make certain stock option grants to its non-
executive directors and as described above, the Board believes the quantum of options granted to non-
executive directors is not so significant to impair their independence.
• Certain non-executive directors, namely Mr. David Bonderman, Mr. James Osborne, Mr. Kyran
McLaughlin, Mr. Michael Horgan and Mr. Paolo Pietrogrande, have each served more than nine years on
the Board without being offered for annual re-election. As described further above, given the other
significant commercial and professional commitments of these non-executive directors, and taking into
account that their independence is considered annually by the Board, the Board does not consider their
independence to be impaired in this regard.
On behalf of the Board
D. Bonderman M. O’ Leary
Chairman Chief Executive
July 25, 2011