Ryanair 2016 Annual Report Download - page 23

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Code of Business Conduct
Ryanair’s standards of integrity and ethical values have been established and are documented in Ryanair’s Code of
Business Conduct. This code is applicable to all Ryanair employees. There are established channels for reporting code
violations or other concerns in a confidential manner. The Personnel Department investigates any instances and the Head
of Internal Audit reports findings directly to the Audit Committee. The Code is available on the Company’s website,
http://corporate.ryanair.com.
Attendance at Board and Committee meetings during the year ended March 31, 2016:
Board
Audit
Safety
Remuneration
Executive
Nomination
D. Bonderman
10/11
-
-
-
6/6
2/2
M. Cawley
11/11
-
-
-
-
-
M. Horgan (i)
6/6
-
2/2
(iv)
-
-
-
J. Leahy (ii)
7/7
-
3/3
(iv)
-
-
-
C. McCreevy
10/11
5/5
-
-
-
-
D. McKeon
11/11
5/5
-
-
-
-
K. McLaughlin
10/11
-
-
-
6/6
2/2
H. Millar (iii)
7/7
-
-
-
-
-
D. Milliken
11/11
5/5
-
-
-
-
M. O’Leary
11/11
-
-
2/2
6/6
2/2
J. O’Neill
11/11
-
-
2/2
-
-
J. Osborne
11/11
-
-
2/2
6/6
2/2
L. Phelan
10/11
-
-
2/2
-
-
(i) Michael Horgan retired from the Board in September 2015.
(ii) John Leahy was appointed to the Board in August 2015. Capt. Leahy notified the Board that he did not wish to stand for re-
election at the AGM in September 2016. Capt. Mike O’Brien was appointed to the Board to replace Capt. Leahy in May,
2016.
(iii) Howard Millar was appointed to the Board in August 2015.
(iv) The Safety Committee met on four occasions during the year. Due to a transition in the Chair of the Committee, Michael
Horgan chaired two of these meetings and John Leahy chaired the other two meetings.
Performance Evaluation
The Board has established a formal process to annually evaluate the performance of the Board, that of its principal
Committees, the Audit, Nomination and Remuneration committees, and that of the Chief Executive, the Chairman and
individual non-executive directors. Based on the evaluation process completed, the Board considers that the principal
Committees have performed effectively throughout the year. As part of the Board evaluation of its own performance,
questionnaires are circulated to all directors. The questionnaire is designed to obtain directors’ comments regarding the
performance of the Board, the effectiveness of Board communications, the ability of directors to contribute to the
development of strategy and the effectiveness with which the Board monitors risk and oversees Ryanair’s progress.
Directors are also invited to make recommendations for improvement. The Board of Directors considered that the self-
assessment process followed by Ryanair provides sufficient insights into the effectiveness of the board, creates a roadmap
of areas for improvement, and enhances the performance and effectiveness of the board.
The Chairman, on behalf of the Board, reviews the evaluations of performance of the non-executive directors on an
annual basis. The non-executive directors, led by the Senior Independent Director, meet annually without the Chairman
present to evaluate his performance, having taken into account the views of the executive director. The non-executive
directors also evaluate the performance of the executive director. These evaluations are designed to determine whether
each director continues to contribute effectively and to demonstrate commitment to the role.
The Board considers the results of the evaluation process and any issues identified. The above evaluations were
conducted in May 2015 and were presented to the Board at the September 2015 Board meeting in respect of the year under
review.