Ryanair 2012 Annual Report Download - page 16

Download and view the complete annual report

Please find page 16 of the 2012 Ryanair annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 194

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194

16
Membership
The Board consists of one executive and eight non-executive directors. It is the practice of Ryanair that a
majority of the Board comprises non-executive Directors, considered by the Board to be independent, and that the
Chairman is non-executive. The Board considers the current size and composition of the Board to be within a
range which is appropriate. Significant new and relevant experience has been added in the period since the year
ended March 31, 2011. The composition of the Board and the principal Board Committees are set out in the table
below. Brief biographies of the directors are set out on page 96. The Board, with the assistance of the Nomination
Committee, keeps Board composition under review to ensure that it includes the necessary mix of relevant skills
and experience required to perform its role.
Each director has extensive business experience, which they bring to bear in governing the Company. The
Board considers that, between them, the directors bring the range of skills, knowledge and experience, including
international experience, necessary to lead the Company. The Company has a Chairman with an extensive
background in this industry, and significant public company experience. Historically, the Company has always
separated the roles of Chairman and Chief Executive for the running of the business and implementation of the
Board‘s strategy and policy.
Name
Role
Independent
Years
on
board
Audit
Remuneration
Nomination
Executive
Air
Safety
David
Bonderman
Chairman
Yes
16
-
-
Chair
Chair
-
Michael
O‘Leary
Chief
Executive
No
16
-
-
Member
Member
-
Michael
Horgan
Non
Executive
Yes
11
-
-
-
-
Chair
Kyran
McLaughlin
Non
Executive
Yes
11
Chair*
-
Member
Member
-
James R.
Osborne
Senior
Independent
Yes
16
Member
Chair
-
Member
-
Paolo
Pietrogrande
Non
Executive
Yes
11
-
Member
-
-
-
Klaus
Kirchberger
Non
Executive
Yes
10
-
Member
-
-
-
Charles
McCreevy
Non
Executive
Yes
2
Member**
-
-
-
-
Declan
McKeon
Non
Executive
Yes
2
Member/
Chair***
-
-
-
-
* Kyran McLaughlin retired from the Audit Committee from December 2011.
** Charles McCreevy was appointed to the Audit Committee effective January 2012.
***Declan McKeon was appointed as Chairman of the Audit Committee effective December 2011.
Appointment
Directors can only be appointed following selection by the Nomination Committee and approval by the
Board and must be elected by the shareholders at the Annual General Meeting following their appointment.
Ryanair‘s Articles of Association require that all of the directors retire and offer themselves for re-election within
a three-year period. One third (rounded down to the next whole number if it is a fractional number) of the
directors (being the directors who have been longest in office) will retire by rotation and be eligible for re-election
at every Annual General Meeting. Accordingly Mr. Michael Horgan and Mr. Kyran McLaughlin will be retiring,
and will be eligible to offer themselves for re-election at the AGM on September 21, 2012. Mr. Paolo
Pietrogrande will also be retiring, but will not be offering himself for re-election at the next AGM.
In accordance with the recommendations of the 2010 Code, Mr. Declan McKeon is Chairman of the Audit
Committee and Mr. James Osborne, the senior non-executive director, is Chairman of the Remuneration
Committee.