Ryanair 2012 Annual Report Download - page 99

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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 UK Corporate Governance
Code standard, the Ryanair Holdings Board of Directors identified such relevant factors with
respect to non-executive directors Messrs. Bonderman, McLaughlin, Osborne, Horgan,
Pietrogrande and Kirchberger. 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 UK Corporate Governance 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 UK Corporate Governance Code.
EXECUTIVE OFFICERS
The following table sets forth certain information concerning the executive officers of Ryanair
Holdings and Ryanair at June 30, 2012:
Name
Age
Position
Michael Cawley ........................................
58
Deputy Chief Executive; Chief Operating Officer
Ray Conway .............................................
57
Chief Pilot
Caroline Green .........................................
48
Director of Customer Service
Michael Hickey ........................................
49
Director of Engineering
Juliusz Komorek .......................................
34
Director of Legal & Regulatory Affairs; Company Secretary
Howard Millar ..........................................
51
Deputy Chief Executive; Chief Financial Officer
David O‘Brien ..........................................
48
Director of Flight Operations and Ground Operations
Michael O‘Leary ......................................
51
Chief Executive Officer
Edward Wilson .........................................
48
Director of Personnel and In-flight
Michael Cawley (Deputy Chief Executive; Chief Operating Officer). Michael Cawley was appointed Deputy
Chief Executive and Chief Operating Officer on January 1, 2003, having served as Chief Financial Officer and
Commercial Director since February 1997. From 1993 to 1997, Michael served as Group Finance Director of
Gowan Group Limited, one of Ireland‘s largest private companies and the main distributor for Peugeot and
Citröen automobiles in Ireland.
Ray Conway (Chief Pilot). Captain Ray Conway was appointed as Chief Pilot in June 2002, having joined
Ryanair in 1987. He has held a number of senior management positions within the Flight Operations
Department over the last 25 years, including Fleet Captain of the BAC1-11 and Boeing 737–200 fleets. Ray was
Head of Training between 1998 and June 2002. Prior to joining Ryanair, Ray served as an officer with the Irish
Air Corps for 14 years where he was attached to the Training and Transport Squadron, which was responsible
for the Irish government jet.
Caroline Green (Director of Customer Service). Caroline Green was appointed Director of Customer Service
in February 2003. Prior to this, Caroline served as Chief Executive Officer of Ryanair.com between November
1996 and January 2003. Before joining Ryanair, Caroline worked in senior positions at a number of airline
computerized reservations system providers, including Sabre.