Ryanair 2012 Annual Report Download - page 15

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CORPORATE GOVERNANCE REPORT
Ryanair has its primary listing on the Irish Stock Exchange, a standard listing on the London Stock Exchange
and its American Depositary Shares are listed on the NASDAQ. The directors are committed to maintaining the
highest standards of corporate governance and this statement describes how Ryanair has applied the main and
supporting principles of the 2010 UK Corporate Governance Code (the 2010 Code) which for Ryanair, replaced
the June 2008 Combined Code on Corporate Governance with effect from April 1 2011. This Report also covers
the disclosure requirements set out in the corporate governance annex to the listing rules of the Irish Stock
Exchange, which supplements the 2010 Code with additional corporate governance provisions and is also
applicable to Ryanair, from April 1, 2011.
A copy of the 2010 Code can be obtained from the FRC‘s website, www.frc.org.uk. The Irish Corporate
Governance Annex is available on the Irish Stock Exchange‘s website, www.ise.ie.
The Board of Directors
Roles
The Board of Ryanair is responsible for the leadership, strategic direction and overall management of the
Group. The Board‘s primary focus is on strategy formulation, policy and control. It has a formal schedule of
matters specifically reserved to it for its attention, including matters such as appointment of senior management,
approval of the annual budget, large capital expenditure, and key strategic decisions.
The Board has delegated responsibility for the management of the Group to the Chief Executive and
executive management.
There is a clear division of responsibilities between the Chairman and the Chief Executive, which is set out
in writing and has been approved by the Board.
Chairman
Mr. David Bonderman has served as the chairman of the Board since December 1996. The Chairman‘s
primary responsibility is to lead the Board, to ensure that it has a common purpose, is effective as a group and at
individual director level and that it upholds and promotes high standards of integrity and corporate governance.
He ensures that Board agendas cover the key strategic issues confronting the Group; that the Board reviews and
approves management‘s plans for the Group; and that directors receive accurate, timely, clear and relevant
information.
The Chairman is the link between the Board and the Company. He is specifically responsible for establishing
and maintaining an effective working relationship with the Chief Executive, for ensuring effective and appropriate
communications with shareholders and for ensuring that members of the Board develop and maintain an
understanding of the views of shareholders.
While Mr. David Bonderman holds a number of other directorships (See details on page 96), the Board
considers that these do not interfere with the discharge of his duties to Ryanair.
Senior Independent Director
The Board has appointed Mr. James Osborne as the Senior Independent Director. Mr. James Osborne is
available to shareholders who have concerns that cannot be addressed through the Chairman, Chief Executive or
Chief Financial Officer and leads the annual Board review of the performance of the Chairman.
Company Secretary
The appointment and removal of the Company Secretary is a matter for the Board. All directors have access
to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board
procedures are complied with.