Ryanair 2012 Annual Report Download - page 17

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Senior Management regularly briefs the Board including new members in relation to operating, financial and
strategic issues concerning the Company. The Board also have direct access to senior management as required in
relation to any issues they have concerning the operation of the Company. The terms and conditions of
appointment of non-executive directors are set out in their letters of appointment, which are available for
inspection at the Company‘s registered office during normal office hours and at the Annual General Meeting of
the Company.
Independence
The Board has carried out its annual evaluation of the independence of each of its non-executive directors,
taking account of the relevant provisions of the 2010 Code, namely, whether the directors are independent in
character and judgement and free from relationships or circumstances which are likely to affect, or could appear to
affect, the directors‘ judgment. The Board regards all of the directors as independent and that no one individual or
one grouping exerts an undue influence on others.
The Board has considered Mr. Kyran McLaughlin's independence given his role as Deputy Chairman and
Head of Capital Markets at Davy Stockbrokers. Davy Stockbrokers are one of Ryanair's corporate brokers and
provide corporate advisory services to Ryanair from time to time. The Board has considered the fees paid to Davy
Stockbrokers for these services and believe that they are immaterial to both Ryanair and Davy Stockbrokers given
the size of each organisation's business operations and financial results. Having considered this relationship, the
Board has concluded that Mr. Kyran McLaughlin continues to be an independent non-executive director within
the spirit and meaning of the 2010 Code Rules.
The Board has also considered the independence of Mr. David Bonderman given his shareholding in Ryanair
Holdings plc. As at March, 31 2012, Mr. David Bonderman had a beneficial shareholding in the Company of
9,230,671 ordinary shares, equivalent to 0.63% of the issued share capital. Having considered this shareholding in
light of the number of issued shares in Ryanair Holdings plc and the financial interest of the director, the Board
has concluded that the interest is not so material as to breach the spirit of the independence rule contained in the
2010 Code.
The Board has further considered the independence of Mr. David Bonderman, Mr. James Osborne, Mr.
Kyran McLaughlin, Mr. Michael Horgan, Mr. Klaus Kirchberger and Mr. Paolo Pietrogrande as they have each
served more than nine years on the Board. The Board considers that each of these directors is independent in
character and judgment as each has other significant commercial and professional commitments and each brings
his own level of senior experience gained in their fields of international business and professional practice. When
arriving at this decision, the Board has taken into account the comments made by the FRC in their report dated
December, 2009 on their review of the impact and effectiveness of the 2010 Code, in particular their comment that
independence is not the primary consideration when assessing the composition of the Board, and that the over-
riding consideration should be that the Board is fit for purpose. For these reasons, and also because each director‘s
independence is considered annually by the Board, the Board considers it appropriate that these directors have not
been offered for annual re-election as is recommended by the 2010 Code.
Board Procedures
All directors have access to the advice and services of the Company Secretary and the Board has established
a procedure whereby directors wishing to obtain advice in the furtherance of their duties may take independent
professional advice at the Company‘s expense.
Directors meet with key executives with a particular focus on ensuring non-executive directors are fully
informed on issues of relevance to Ryanair and its operations. Extensive papers on key business issues are
provided to all directors in connection with the Board meetings. All directors are encouraged to update and refresh
their skills and knowledge, for example, through attending courses on technical areas or external briefings for non-
executive directors.
The Company has Directors & Officers liability insurance in place in respect of any legal actions taken
against the directors in the course of the exercise of their duties. New non-executive directors are encouraged to
meet the executive director and senior management for briefing on the Company‘s developments and plans.