Ryanair 2012 Annual Report Download - page 25

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Board approved capital expenditure and Audit Committee approved treasury policies which clearly define
authorisation limits and procedures;
an internal audit function which reviews key financial/business processes and controls, and which has full
and unrestricted access to the Audit Committee;
an Audit Committee which approves audit plans, considers significant control matters raised by
management and the internal and external auditors and which is actively monitoring the Company‘s
compliance with section 404 of the Sarbanes Oxley Act of 2002;
established systems and procedures to identify, control and report on key risks. Exposure to these risks is
monitored by the Audit Committee and the Management Committee; and
a risk management programme in place throughout the Company whereby executive management reviews
and monitors the controls in place, both financial and non financial, to manage the risks facing the
business.
On behalf of the Board, the Audit Committee has reviewed the effectiveness of the Company‘s system of
risk management and internal control for the year ended March 31, 2012 and has reported thereon to the Board.
The Board has delegated to executive management the planning and implementation of the systems of
internal control within an established framework which applies throughout the Company.
Takeover Bids Directive
Information regarding rights and obligations attached to shares are set forth in Note 15 on pages 169 to 171 of
the consolidated financial statements.
Shares in the Ryanair employee share schemes carry no control rights and shares are only issued (and gain
voting rights) when options are exercised by employees.
Ryanair‘s Articles of Association do not contain any restrictions on voting rights. However, there are
provisions in the Articles which allow the directors to (amongst other things) suspend the voting rights of a share if
the Board believes the number of non-qualifying nationals holding shares in Ryanair would put it in breach of the
Air Navigation Acts and licences and permits which allow it to operate. This is not an absolute restriction and can
only occur if the Board designates a number of shares to be so restricted.
Ryanair has not received any notifications from shareholders (as shareholders are obliged to do) regarding any
agreements between shareholders which might result in restrictions on the transfer of shares.
Details of the rules concerning the removal and appointment of the directors are set out above as part of this
Directors‘ Report. There are no specific rules regarding the amendment of the Company‘s Articles of Association.
Details of the Company‘s share buy-back programme are set forth on page 109 of the Annual Report. The
shareholders approved the power of the Company to buy back shares at the 2006 AGM and at subsequent AGM‘s.
None of the significant agreements to which the Company is party to, contain change of control provisions. As
referred to above in this Director‘s Report, Mr. Michael O‘Leary‘s employment agreement does not contain
provisions providing for compensation on his termination.
Going Concern
After making enquiries, the directors have formed a judgment, at the time of approving the financial
statements, that there is a reasonable expectation that the Company and the Group as a whole have adequate
resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the
going concern basis in preparing the financial statements. The directors‘ responsibility for preparing the financial
statements is explained on page 28 and the reporting responsibilities of the auditors are set out in their report on
page 30.