Ryanair 2016 Annual Report Download - page 25

25
All general meetings other than the Annual General Meeting are called Extraordinary General Meetings (“EGM”).
An EGM must be called by giving at least twenty-one clear days’ notice. Except in relation to an adjourned meeting, three
members, present in person or by proxy, entitled to vote upon the business to be transacted, shall be a quorum. The passing
of resolutions at a general meeting, other than special resolution, requires a simple majority. To be passed, a special
resolution requires a majority of at least 75% of the votes cast. Votes may be given in person by a show of hands, or by
proxy.
At the Meeting, after each resolution has been dealt with, details are given of the level of proxy votes cast on each
resolution and the numbers for, against and withheld. This information is made available on the Company’s website
following the meeting.
Risk Management and Internal Control
The directors have overall responsibility for the Company’s system of risk management and internal control and for
reviewing its effectiveness. The directors acknowledge their responsibility for the system of risk management and internal
control which is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can provide
only reasonable and not absolute assurance against material misstatement or loss.
In accordance with the Financial Reporting Council’s “Guidance on Risk Management, Internal Control and Related
Financial and Business Reporting”, most recently revised in September 2014, the Board confirms that there is an ongoing
process for identifying, evaluating and managing any significant risks faced by the Group, that it has been in place for the
year under review and up to the date of approval of the financial statements and that this process is regularly reviewed by
the Board.
In accordance with the provisions of the 2014 Code, the directors review the effectiveness of the Company’s system
of internal control including:
 Financial
 Operational
 Compliance
 Risk Management
The Board is ultimately responsible for the Company’s system of risk management and internal controls and for
monitoring its effectiveness. The key procedures that have been established to provide effective risk management and
internal control include:
 a strong and independent Board which meets at least four times a year and has separate Chief Executive and
Chairman roles;
 a clearly defined organisational structure along functional lines and a clear division of responsibility and authority
in the Company;
 a comprehensive system of internal financial reporting which includes preparation of detailed monthly management
accounts, providing key performance indicators and financial results for each major function within the Company;
 preparation and issue of financial reports to shareholders and the markets, including the Annual Report and
consolidated financial statements, is overseen by the Audit Committee. The Company’s financial reporting process
is controlled using documented accounting policies and reporting formats, supplemented by detailed instructions
and guidance on reporting requirements. The Company’s processes support the integrity and quality of data,
including appropriate segregation of duties. The financial information of the parent entity and all subsidiary entities,
which form the basis for the preparation of the consolidated financial statements are subject to scrutiny by Group
level senior management. The Company’s financial reports, financial guidance, and Annual Report and consolidated
financial statements are also reviewed by the Audit Committee of the Board in advance of being presented to the
full Board for their review and approval;
 quarterly reporting of the financial performance with a management discussion and analysis of results;
 weekly Management Committee meetings, comprising of heads of departments, to review the performance and
activities of each department in the Company;