«Chief Executive‟s Report 9 Summary Operating and Financial Overview Directors‟ Report 15 Corporate Governance Report Report of the Remuneration ...»
Milliken serves as a director of Bank of Ireland Mortgage Bank, NI Science Park Foundation and a number of private companies. Mr. Milliken is a graduate of Queens University Belfast, a Fellow of the Institute of Chartered Accountants in Ireland and former Council member. He is a British citizen.
Michael O‟Leary (Executive Director). Michael O‘Leary has served as a director of Ryanair since 1988 and a director of Ryanair Holdings since July 1996. Mr. O‘Leary was appointed chief executive officer of Ryanair in 1994 and is an Irish citizen.
Julie O‟Neill (Director). Julie O‘Neill has served as a director since December 2012. Ms. O‘Neill served as Secretary General of the Department of Transport, Ireland from 2002 to 2009 and, in a career that spanned 37 years in the Irish public service, worked in strategic policy development and implementation in eight Government Departments. She is now an independent strategic management consultant and serves as a director of Permanent TSB plc and the Irish Museum of Modern Art. She is a board member of the Sustainable Energy Authority of Ireland and also chairs the audit committee of Trinity College Dublin and is an Irish citizen.
James Osborne (Director). James Osborne has served as a director of Ryanair Holdings since August 1996, and has been a director of Ryanair Ltd., since April 1995. Mr. Osborne is a former managing partner of A & L Goodbody Solicitors. He is also a former Chairman of Independent News and Media plc and a director of James Hardie Industries plc. He also serves as a director of a number of Irish private companies and is an Irish citizen.
Louise Phelan (Director). Louise Phelan has served as a director since December 2012. Ms. Phelan is VP for PayPal Global Operations Europe Middle East and Africa (EMEA), leading over 2,000 people in Dublin, Dundalk and Berlin. Ms. Phelan is the current President of the American Chamber of Commerce in Ireland and a prominent member of the Dublin Chamber of Commerce Ireland, CCMA Ireland, the Women‘s Executive Network (WXN), and is an Irish citizen.
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. Bonderman, McLaughlin, O‘Leary and Osborne are the members of the Executive Committee.
Remuneration Committee. The Board of Directors established the Remuneration Committee in September 1996. This committee has authority to determine the remuneration of senior executives of the Company and to administer the stock option plans described below. The Board of Directors as a whole determines the remuneration and bonuses of the chief executive officer, who is the only executive director. Mr.
Osborne, Ms. O‘Neill and Ms. Phelan are the members of the Remuneration Committee.
Audit Committee. The Board of Directors established the Audit Committee in September 1996 to make recommendations concerning the engagement of independent chartered accountants; to review with the accountants the plans for and scope of each annual audit, the audit procedures to be utilized and the results of the audit; to approve the professional services provided by the accountants; to review the independence of the accountants; and to review the adequacy and effectiveness of the Company‘s internal accounting controls.
Messrs. McKeon, McCreevy and Milliken are the members of the Audit Committee. In accordance with the recommendations of the Irish Combined Code of Corporate Governance (the ―Combined Code‖), a senior independent non-executive director, Mr. McKeon, is the chairman of the Audit Committee. All members of the Audit Committee are independent for purposes of the listing rules of the NASDAQ and the U.S. federal securities laws.
Nomination Committee. The Board of Directors established the Nomination Committee in May 1999 to make recommendations and proposals to the full Board of Directors concerning the selection of individuals to serve as executive and non-executive directors. The Board of Directors as a whole then makes appropriate determinations regarding such matters after considering such recommendations and proposals. Messrs.
Bonderman, McLaughlin and O‘Leary are the members of the Nomination Committee.
Air Safety Committee. The Board of Directors established the Air Safety Committee in March 1997 to review and discuss air safety and related issues. The Air Safety Committee reports to the full Board of Directors each quarter. The Air Safety Committee is composed of Mr. Horgan and Howard Millar, Chief Financial Officer and Accountable Manager for Safety (who both act as co-chairman), as well as the following executive officers of Ryanair: Messrs. Hickey, O‘Brien and Wilson and the Chief Pilot, Ray Conway.
Powers of, and Action by, the Board of Directors
The Board of Directors is empowered by the Articles to carry on the business of Ryanair Holdings, subject to the Articles, provisions of general law and the right of stockholders to give directions to the directors by way of ordinary resolutions. Every director who is present at a meeting of the Board of Directors of Ryanair Holdings has one vote. In the case of a tie on a vote, the chairman of the Board of Directors has a second or tiebreaking vote. A director may designate an alternate director to attend any Board of Directors meeting, and such alternate director shall have all the rights of a director at such meeting.
The quorum for a meeting of the Board of Directors, unless another number is fixed by the directors, consists of three directors, a majority of whom must be EU nationals. The Articles require the vote of a majority of the directors (or alternates) present at a duly convened meeting for the approval of any action by the Board of Directors.
Composition and Term of Office The Articles provide that the Board of Directors shall consist of no fewer than three and no more than 15 directors, unless otherwise determined by the stockholders. There is no maximum age for a director and no director is required to own any shares of Ryanair Holdings.
Directors are elected (or have their appointments confirmed) at the annual general meetings of stockholders. Save in certain circumstances, at every annual general meeting, one-third (rounded down to the next whole number if it is a fractional number) of the directors (being the directors who have been longest in office) must stand for re-election as their terms expire. Accordingly the terms of David Bonderman, James Osborne and Michael O‘Leary will have expired and they will be eligible to offer themselves for re-election at the next annual general meeting of Ryanair. In addition, Michael Cawley, who was Ryanair‘s Chief Operating Officer up to March 2014, will also offer himself for appointment to the Board of Directors at the next Annual General Meeting, which is scheduled to be held on September 25, 2014.
Exemptions from NASDAQ Corporate Governance Rules The Company relies on certain exemptions from the NASDAQ corporate governance rules. These
exemptions, and the practices the Company adheres to, are as follows:
The Company is exempt from NASDAQ‘s quorum requirements applicable to meetings of shareholders, which require a minimum quorum of 33% for any meeting of the holders of common stock, which in the Company‘s case are its Ordinary Shares. In keeping with Irish generally accepted business practice, the Articles provide for a quorum for general meetings of shareholders of three shareholders, regardless of the level of their aggregate share ownership.
The Company is exempt from NASDAQ‘s requirement with respect to audit committee approval of related-party transactions, as well as its requirement that shareholders approve certain stock or asset purchases when a director, officer or substantial shareholder has an interest. The Company is subject to extensive provisions under the Listing Rules of the Irish Stock Exchange (the ―Irish Listing Rules‖) governing transactions with related parties, as defined therein, and the Irish Companies Act also restricts the extent to which Irish companies may enter into related-party transactions. In addition, the Articles contain provisions regarding disclosure of interests by the directors and restrictions on their votes in circumstances involving conflicts of interest. The concept of a related party for purposes of NASDAQ‘s audit committee and shareholder approval rules differs in certain respects from the definition of a transaction with a related party under the Irish Listing Rules.
NASDAQ requires shareholder approval for certain transactions involving the sale or issuance by a listed company of common stock other than in a public offering. Under the NASDAQ rules, whether shareholder approval is required for such transactions depends, among other things, on the number of shares to be issued or sold in connection with a transaction, while the Irish Listing Rules require shareholder approval when the size of a transaction exceeds a certain percentage of the size of the listed company undertaking the transaction.
NASDAQ requires that each issuer solicit proxies and provide proxy statements for all meetings of shareholders and provide copies of such proxy solicitation to NASDAQ. The Company is exempt from this requirement as the solicitation of holders of ADSs is not required under the Irish Listing Rules or the Irish Companies Acts. Details of our annual general meetings and other shareholder meetings, together with the requirements for admission, voting or the appointment of a proxy are available on the website of the Company in accordance with the Irish Companies Acts and the Company‘s Articles of Association. ADS holders may provide instructions to The Bank of New York, as depositary, as to the voting of the underlying Ordinary Shares represented by such ADSs.
Alternatively, ADS holders may convert their holding to Ordinary Shares, subject to compliance with the nationality ownership rules, in order to be eligible to attend our annual general meetings or other shareholder meetings.
NASDAQ requires that all members of a listed company‘s Nominating Committee be independent directors, unless the Company, as a foreign private issuer, provides an attestation of nonconforming practice based upon home country practice and then discloses such non-conforming practice annually in its Form 20-F. As permitted by the UK Corporate Governance Code, Michael O‘Leary, the Company‘s Chief Executive Officer, serves as a member of the Company‘s Nominating Committee.
The Company also follows certain other practices under the UK Corporate Governance Code in lieu of
those set forth in the NASDAQ corporate governance rules, as expressly permitted thereby. Most significantly:
Independence. NASDAQ requires that a majority of an issuer‘s Board of Directors be ―independent‖ under the standards set forth in the NASDAQ rules and that directors deemed independent be identified in the Company‘s annual report on Form 20-F. The Board of Directors has determined that each of the Company‘s nine non-executive directors is ―independent‖ under the standards set forth in the UK Corporate Governance Code. Under the UK Corporate Governance Code, there is no bright-line test establishing set criteria for independence, as there is under NASDAQ Rule 5605(a)(12). Instead, the Board of Directors determines whether the director is ―independent in character and judgment,‖ and whether there are relationships or circumstances which are likely to affect, or could appear to affect, the director‘s judgment. Under the UK Corporate Governance 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 UK Corporate Governance 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 nine nonexecutive 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 and Horgan. 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 organisation's business operations and financial results.