Ryanair 2016 Annual Report Download - page 111

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Under the Code, the Board of Directors may determine that a director is independent notwithstanding the existence of
relationships or circumstances which may appear relevant to its determination, but it should state its reasons if it makes such
a determination. The Code specifies that relationships or circumstances that may be relevant include whether the director: (i)
has been an employee of the relevant company or group within the last five years; (ii) has had 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 eleven non-executive directors is independent under the Code standard, the Ryanair
Holdings Board of Directors identified such relevant factors with respect to non-executive directors Messrs. Bonderman,
McLaughlin, Osborne, Cawley, Millar and Ms. Phelan. The Board has considered 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 organization's business operations and financial results. Having considered this relationship, the Board
has concluded that Kyran McLaughlin continues to be an independent non-executive director within the spirit and meaning
of the Code Rules.
The Board has also considered the independence of David Bonderman given his shareholding in Ryanair Holdings plc.
As at March 31, 2016, David Bonderman had a beneficial shareholding in the Company of 7,535,454 ordinary shares,
equivalent to 0.58% 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 Code.
The Board has also considered the independence of Louise Phelan given her role as Vice President Global Operations
at PayPal. PayPal is one of Ryanair’s payment service providers. The Board has considered the services provided by PayPal
and have concluded that Louise Phelan is an independent non-executive director within the spirit and meaning of the Code
Rules.
The Board has considered Michael Cawley’s independence given that he served as Deputy Chief Executive Officer and
Chief Operating Officer of Ryanair from 2003 to March 2014 and before that as Ryanair’s Chief Financial Officer and
Commercial Director from 1997. The Board has considered Michael’s employment and has concluded that Michael Cawley
is an independent non-executive director within the spirit and meaning of the Code Rules.
The Board has considered Howard Millar’s independence given that he was Ryanair’s Deputy Chief Executive up to
December 31, 2014, and Chief Financial Officer up to September 30, 2014. The Board has considered Howard’s employment
and has concluded that Howard Millar is an independent non-executive director within the spirit and meaning of the Code
Rules.
The Board has considered Mike O’Brien’s independence given that he served as Chief Pilot and Flight Operations
Manager of Ryanair from 1987 to 1991. The Board has considered Mike’s employment and has concluded that Mike O’Brien
is an independent non-executive director within the spirit and meaning of the Code Rules.
The Board has further considered the independence of Messrs. David Bonderman, James Osborne and Kyran
McLaughlin 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 they either have other significant commercial and professional commitments and/or
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 Financial Reporting Council in their
report dated December 2009 on their review of the impact and effectiveness of the 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 further detail of the Board’s consideration of independence
please refer to page 15 of this annual report.