Ryanair 2011 Annual Report Download - page 99

97
number of shares to be issued or sold in connection with a transaction, while the Irish Listing
Rules require shareholder approval when the size of a transaction exceeds a certain percentage of
the size of the listed company undertaking the transaction.
• NASDAQ requires that each issuer solicit proxies and provide proxy statements for all meetings of
shareholders and provide copies of such proxy solicitation to NASDAQ. The Company is exempt
from this requirement as the solicitation of holders of ADSs is not required under the Irish Listing
Rules or the Irish Companies Acts. Details of our annual general meetings and other shareholder
meetings, together with the requirements for admission, voting or the appointment of a proxy are
available on the website of the Company in accordance with the Irish Companies Acts and the
Company’s Articles of Association. ADS holders may provide instructions to The Bank of New
York, as depositary, as to the voting of the underlying Ordinary Shares represented by such ADSs.
Alternatively, ADS holders may convert their holding to Ordinary Shares, subject to compliance
with the nationality ownership rules, in order to be eligible to attend our annual general meetings
or other shareholder meetings.
The Company also follows certain other practices under the Combined Code in lieu of those set forth in
the NASDAQ corporate governance rules, as expressly permitted thereby. Most significantly:
• Independence. NASDAQ requires that a majority of an issuer’s Board of Directors be
“independent” under the standards set forth in the NASDAQ rules and that directors deemed
independent be identified in the Company’s annual report. The Board of Directors has determined
that each of the Company’s eight non-executive directors is “independent” under the standards set
forth in the Combined Code. Under the Combined Code, there is no bright-line test establishing set
criteria for independence, as there is under NASDAQ Rule 4200(a)(15). Instead, the Board of
Directors determines whether the director is “independent in character and judgment,” and whether
there are relationships or circumstances which are likely to affect, or could appear to affect, the
director’s judgment. Under the Combined Code, the Board of Directors may determine that a
director is independent notwithstanding the existence of relationships or circumstances which may
appear relevant to its determination, but it should state its reasons if it makes such a determination.
The Combined Code specifies that relationships or circumstances that may be relevant include
whether the director: (i) has been an employee of the relevant company or group within the last
five years; (ii) has had within the last three years a direct or indirect material business relationship
with such company; (iii) has received payments from such company, subject to certain exceptions;
(iv) has close family ties with any of the company’s advisers, directors or senior employees; (v)
holds cross-directorships or other significant links with other directors; (vi) represents a significant
shareholder; or (vii) has served on the Board of Directors for more than nine years. In determining
that each of the eight non-executive directors is independent under the Combined Code standard,
the Ryanair Holdings Board of Directors identified such relevant factors with respect to non-
executive directors Messrs. Bonderman, McLaughlin, Osborne, Horgan and Pietrogrande. When
arriving at the decision that these directors are nonetheless independent, the Board of Directors has
taken into account the comments made by the Financial Reporting Council in its report dated
December 2009 on its review of the impact and effectiveness of the Combined Code. The
NASDAQ independence criteria specifically state that an individual may not be considered
independent if, within the last three years, such individual or a member of his or her immediate
family has had certain specified relationships with the company, its parent, any consolidated
subsidiary, its internal or external auditors, or any company that has significant business
relationships with the company, its parent or any consolidated subsidiary. Neither ownership of a
significant amount of stock nor length of service on the board is a per se bar to independence
under the NASDAQ rules.
• CEO compensation. The NASDAQ rules require that an issuer’s chief executive officer not be
present during voting or deliberations by the Board of Directors on his or her compensation. There
is no such requirement under the Combined Code.