Ryanair 2016 Annual Report Download - page 18

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personal targets. It is considered that the significant shareholding of the Chief Executive acts to align his interests with
those of shareholders and gives him a keen incentive to perform to the highest levels.
Full details of the executive director’s remuneration are set out in Note 19(a) on page 188 of the consolidated
financial statements.
Share Ownership and Dealing
Details of the directors’ interests in Ryanair shares are set out in Note 19(d) on page 189 to 190 of the consolidated
financial statements.
The Board has adopted a code of dealing, to ensure compliance with the Listing Rules of the Irish Stock Exchange
and the U.K. Financial Conduct Authority, applicable to transactions in Ryanair shares, debt instruments, derivatives or
other financial instruments by persons discharging managerial responsibilities (“PDMRs”) (e.g. directors), persons closely
associated with persons discharging managerial responsibilities (“PCAs”) and relevant Company employees (together,
“Covered Persons”). The code of dealing also includes provisions which are intended to ensure compliance with U.S.
securities laws and regulations of the NASDAQ National market. Under the code, Covered Persons are required to notify
the Company and in the case of PDMRs and PCAs only, the Central Bank, of any transaction conducted on their own
account in Ryanair shares, debt instruments, derivatives or other financial instruments. Directors are also required to obtain
clearance from the Chairman or Chief Executive (or other person designated for such purpose) before undertaking such
transactions, whilst Covered Persons who are not directors must obtain clearance from designated senior management.
Covered Persons are prohibited from undertaking such transactions during Closed Periods as defined by the code and at
any time during which the individual is in possession of inside information (as defined in the E.U. Market Abuse
Regulation (596/2014).
Board Succession and Structure
The Board plans for its own succession with guidance from the Nomination Committee. The Nomination Committee
regularly reviews the structure, size and composition (including the skills, knowledge and experience) required of the
Board compared to its current position with regard to the strategic needs of Ryanair and recommends changes to the Board.
There is a formal, thorough and transparent procedure for the appointment of new directors to the Board. The Nomination
Committee identifies and selects candidates on merit against objective criteria, to ensure that the Board has the skills,
knowledge and expertise required.
The Board currently comprises twelve directors. The Chief Executive Officer, Michael O’Leary, is the only
executive director. The eleven non-executive directors include Chairman David Bonderman. Biographies of all current
directors are set out on pages 107 to 108 of this report. Ryanair considers that the Board has the correct balance and depth
of skills, knowledge, expertise and experience to optimally lead the Company and that all directors give adequate time to
the performance of their duties and responsibilities.
Ryanair considers that all directors discharge their directorial duties with the objectivity and impartiality they have
demonstrated since commencing their respective roles and has determined that each of the non-executive directors is
independent. In reaching that conclusion, Ryanair considered the character, judgement, objectivity and integrity of each
director and had due regard for the 2014 Code. Ryanair continually endeavours to maintain the quality and independence
of its Board.
Board Committees
The Board of Directors has established a number of committees, including the following:
Executive Committee
The Board of Directors established the Executive Committee in August 1996. The Executive Committee can exercise
the powers exercisable by the full Board of Directors in circumstances in which action by the Board of Directors is required
but it is impracticable to convene a meeting of the full Board of Directors. Messrs. David Bonderman, Michael O’Leary,
Kyran McLaughlin and James Osborne are the members of the Executive Committee.