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The Board has adopted The Model Code, as set out in the Listing Rules of the Irish Stock Exchange and the UK Listing Authority, as the code of dealings applicable to dealings in Ryanair shares by directors and relevant Company employees. The code of dealing also includes provisions which are intended to ensure compliance with US securities laws and regulations of the NASDAQ National market. Under the policy, directors are required to obtain clearance from the Chairman or Chief Executive before dealing in Ryanair shares, whilst relevant Company employees must obtain clearance from designated senior management and are prohibited from dealing in the shares during prohibited periods as defined by the Listing Rules and at any time at which the individual is in possession of inside information (as defined in the Market Abuse (Directive 2003/6/EC) Regulations 2005).
Board Succession and Structure
The Board plans for its own succession with guidance from the Nomination Committee. The Nomination Committee regularly review 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 Nominations Committee identifies and selects candidates on merit against objective criteria, to ensure that the Board have the skills, knowledge and expertise required.
The Board currently comprises of ten directors, Chief Executive Officer, Michael O‘ Leary, is the only executive director. The nine non-executive directors include Chairman David Bonderman. Biographies of all current directors are set out on pages 106 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 nonexecutive directors is independent. In reaching that conclusion, Ryanair considered the character, judgement, objectivity and integrity of each director and had due regard for the 2012 Code. Ryanair continually endeavors to maintain the quality and independence of its Board.
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.
Audit Committee The Board of Directors established the Audit Committee in September 1996.
Names and qualifications of members of the Audit Committee The Audit Committee currently comprises three independent, for purposes of the listing rules of the NASDAQ and the U.S. federal securities laws, non-executive directors, Mr Declan McKeon (Chairman), Mr Charles McCreevy and Mr Richard Milliken. The Board has determined that Mr Declan McKeon is the Committee‘s financial expert. It can be seen from the directors‘ biographies appearing on page 106, that the members of the committee bring to it a wide range of experience and expertise, much of which is particularly appropriate for membership of the Audit Committee.
Number of Audit Committee meetings
The Committee met five times during the year ended March 31, 2014. Individual attendance at these meetings is set out in the table on page 24. The Chief Financial Officer, Finance Director, Financial Controller and the Head of Internal Audit normally attend meetings of the Committee. The external auditors attend as required and have direct access to the Committee Chairman at all times. The Committee also meets separately at least once a year with the external auditors and with the Head of Internal Audit without executive management being present. The Head of Internal Audit has direct access to the Audit Committee Chairman at all times.
Summary of the role of the Audit Committee The role and responsibilities of the Audit Committee are set out in its written terms of reference, which are
available on the Company‘s website www.ryanair.com, and include:
monitoring the integrity of the financial statements of the Group and any formal announcements relating to the Group‘s financial performance, profit guidance and reviewing significant financial reporting judgments contained in them;
considering significant issues in relation to the financial statements, having regard to matters communicated to it by the auditors;
reviewing the interim and annual financial statements and annual report before submission to the Board, including advising the Board whether, taken as a whole, the content of the annual report and Form 20F is fair balanced and understandable and provides the information necessary for shareholders to assess the company‘s performance, business model and strategy;
reviewing the effectiveness of the Group‘s internal financial controls and risk management systems;
reviewing Turnbull Risk Management reports completed by management;
monitoring and reviewing the effectiveness of the Group‘s Internal auditors;
considering and making recommendations to the Board in relation to the appointment, reappointment and removal of the external auditors and approving their terms of engagement;
reviewing with the external auditors the plans for and scope of each annual audit, the audit procedures to be utilised and the results of the audit;
approving the remuneration of the external auditors, for audit and non audit services and ensuring the level of fees is appropriate to enable an adequate audit to be conducted;
assessing annually the independence and objectivity of the external auditors and the effectiveness of the audit process, taking into consideration relevant professional and regulatory requirements and the relationship with the external auditors as a whole, including the provision of any non audit services;
reviewing the Group‘s arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters and ensuring that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action.
The terms of Reference of the Audit Committee are reviewed annually.
These responsibilities of the Committee are discharged in the following ways:
The Committee reviews the interim and annual reports as well as any formal announcements relating to the financial statements and guidance before submission to the Board. The review focuses particularly on any changes in accounting policy and practices, major judgmental areas and compliance with stock exchange, legal and regulatory requirements. The Committee receives reports at the meeting from the external auditors identifying any accounting or judgmental issues requiring its attention;
The Committee also meets with external auditors to review the Annual Report and Form 20F, which is filed annually with the United States Securities and Exchange Commission and with the Irish Companies Office;
The Committee regularly reviews Turnbull Risk management reports completed by management;
The Committee conducts an annual assessment of the operation of the Group‘s system of internal control based on a detailed review carried out by the internal audit department. The results of this assessment are reviewed by the Committee and are reported to the Board;
The Committee makes recommendations to the Board in relation to the appointment of the external auditor. Each year, the Committee meets with the external auditor and reviews their procedures and the safeguards which have been put in place to ensure their objectivity and independence in accordance with regulatory and professional requirements;
The Committee reviews and approves the external audit plan and the findings from the external audit of the financial statements;
On a semi annual basis, the Audit Committee receives an extensive report from the Head of Internal Audit detailing the reviews performed during the year and a risk assessment of the Company;
The Head of Internal Audit also reports to the Committee on other issues including, in the year under review, updates in relation to Section 404 of the Sarbanes-Oxley Act 2002 and the arrangements in place to enable employees to raise concerns, in confidence, in relation to possible wrongdoing in financial reporting or other matters. (A copy of Section 404 of the Sarbanes-Oxley Act 2002 can be obtained from the United States Securities and Exchange Commission‘s website, www.sec.gov); and The Committee has a process in place to ensure the independence of the audit is not compromised, which includes monitoring the nature and extent of services provided by the external auditors through its annual review of fees paid to the external auditors for audit and non-audit work. Details of the amounts paid to the external auditors during the year for audit and other services are set out in Note 19 on page 189.
In addition the Committee was requested by the board to consider whether the annual report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the company‘s performance, business model and strategy. In doing so, the Committee considered whether the financial statements are consistent with the Chairman‘s Report, the Chief Executive‘s Report and operating and financial information elsewhere in the annual report.
In considering the fairness, balance and understandability of the annual report, the Committee had regard to the significant issues considered by the Committee in relation to the financial statements, set out below. Each of these significant isssues was addressed in the report received from the external auditors and was discussed with management and the external auditors.
The Committee reported to the board its conclusion that the annual report, taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company‘s performance, business model and strategy.
Significant issues considered by the Committee in relation to the financial statements and how these issues were addressed, having regard to matters communicated to it by the auditors On page 91, one of the critical accounting policies referred to is that for long lived assets. There is a detailed description of the matters of estimate and the judgemental issues arising from the application of the Company‘s policy for accounting for such assets and how the Company dealt with these. The Audit Committee had detailed discussions with management around its conclusions in relation to the expected useful lives of the assets, the expected residual lives of the assets and whether there are impairment indicators in respect of the assets. In particular, while the airline industry as a whole has from time to time experienced issues which would present as impairment indicators, this has not impacted on Ryanair, because of the positive cash flows these long lived assets generate. The Audit Committee agreed with managements approach and conclusions in relation to the accounting for long lived assets;
On pages 91 and 92 the critical accounting policy for heavy maintenance is similarly described in detail, in particular the factors upon which Ryanair relied in making its estimates in determining the quantum of both the initial maintenance asset and / or the amount of provisions to be recorded and the respective periods over which such amounts are charged to income. Having considered the results of management‘s deliberations in this area and the reliability of estimates made in previous years, the Audit Committee concurred with management‘s approach and conclusions in relation to the accounting for heavy maintenance;
On page 92, one of the Risks related to the Company that is identified is that ―Ryanair is Subject to Tax Audits‖, which by their nature are often complex and can require several years to conclude. The Audit Committee considered the key judgements made in estimating the tax charge including provisioning relating to jurisdictions where the Group‘s tax affairs are under investigation by the relevant authorities.
The Audit Committee reviewed the status of the tax audits, together with the advice of relevant members of the management team and external tax advisors, and agreed that the provisioning for any potential exposures is appropriate.
On page 28 of the Corporate Governance Report, in considering management‘s assessment of the Group‘s ability to continue as a going concern, the Audit Committee had regard to the €850.0 million eurobond Issuance in June 2014, available financing facilities, facility headroom, the cash on hand of approximately €3.2bn and the sensitivity to changes in these items. The Committee focussed on the Group‘s cash generation projections through to the end of the current aircraft purchase programme in the financial year ending 31 March 2019. On the basis of the review performed, and the discussions held with management, the Committee was satisfied that that it was appropriate that the financial statements should continue to be prepared on a going concern basis, and that there were no material uncertainties that may cast significant doubt on the Group‘s ability to continue as a going concern which need to be disclosed in the annual report.
The Audit Committee meets the external auditors four times per year. At these meetings:
the external audit plan is considered and approved;
the quarterly, interim and annual results are considered and approved, following consideration of the significant issues relating to these matters, having regard to matters communicated to the Audit Committee by the external auditors;