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«Chief Executive‟s Report 9 Summary Operating and Financial Overview Directors‟ Report 15 Corporate Governance Report Report of the Remuneration ...»

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During the years ended March 31, 2014, 2013, and 2012 Michael O‘Leary was the only executive director.

(b) Fees and emoluments – non-executive directors

–  –  –

(i) Klaus Kirchberger resigned on March 31, 2013 (ii) Dick Milliken joined the Board on July 26, 2013 (iii) Paolo Pietrogrande resigned on September 21, 2012 (c) Pension benefits From October 1, 2008, Michael O‘Leary was no longer an active member of a Company definedbenefit plan. The total accumulated accrued benefit for Michael O‘Leary at March 31, 2014 was €0.1 million (2013: €0.1 million; 2012 €0.1 million). Pension benefits have been computed in accordance with Section 6.8 of the Listing Rules of the Irish Stock Exchange. Increases in transfer values of the accrued benefits have been calculated as at the year-end in accordance with version 1.1 of Actuarial Standard of Practice PEN-11. No nonexecutive directors are members of the Company defined-benefit plan.

Michael O‘Leary is a member of a defined-contribution plan. During the years ended March 31, 2014, 2013, and 2012 the Company did not make contributions to the defined-contribution plan for Michael O‘Leary.

No non-executive directors are members of the Company defined-contribution plan.

(d) Shares and share options

–  –  –

Ryanair Holdings plc is listed on the Irish, London and NASDAQ stock exchanges.

The beneficial interests as at March 31, 2014, 2013 and 2012 of the directors in office at March 31, 2014 and of their spouses and dependent children in the share capital of the Company are as follows:

–  –  –

These options were granted to these directors at an exercise price of €4.96 (the market value at the date of grant) during the 2008 fiscal year and are exercisable between June 2012 and June 2014.

–  –  –

In the 2014 fiscal year the Company incurred total share-based compensation expense of €nil (2013:

€0.01 million; 2012: €0.1 million) in relation to directors.

–  –  –

The Company accounts for pensions in accordance with IAS 19, ―Employee Benefits.‖ The Company applied IAS 19 (amendment 2011), ―Employee benefits‖ with effect from April 1, 2013. The Company has not restated previously recognised amounts for the years ended March 31, 2013 and 2012 due to this change in accounting policy. The Company has determined that any restatement of prior period amounts would not result in a material change in the previous recognised amounts.

The Company operates defined-benefit and defined-contribution schemes.

The Company funds the pension entitlements of certain employees through defined-benefit plans. At March 31, 2014 there was one plan operated for eligible UK employees.

The Irish defined benefit plan was closed effective December 31, 2013. In the year ended March 31, 2014, the Company made a final contribution of €12.5 million into the Irish defined benefit plan which represented a full and final settlement of the Company‘s liability to contribute to the Irish defined benefit plan.

The UK and Irish schemes were closed to new entrants on January 1, 2000. In general, on retirement, a member is entitled to a pension calculated at 1/60th of the final pensionable salary for each year of pensionable service, subject to a maximum of 40 years. The UK plan is fully funded on a discontinuance basis and the related pension costs and liabilities are assessed in accordance with the advice of a professionally qualified actuary. The investments of the UK plan at March 31, 2014 consisted of units held in independently administered funds. The most recent full actuarial valuations of the UK plan was carried out at January 1, 2011, in accordance with local regulatory requirements using the projected unit credit method, and the valuation reports are not available for public inspection.

A separate annual actuarial valuation has been performed for the purposes of preparing these financial

statements. The principal actuarial assumptions used for the purpose of this actuarial valuation were as follows:

–  –  –

The Company uses certain mortality rate assumptions when calculating scheme liabilities. The mortality assumptions of the UK scheme have been based on the ―SAPS‖ mortality table while the mortality assumptions of the Irish scheme for the years ended March 31, 2013 and 2012 have been based on the mortality table 62%/70% PNM/FL00. Both mortality assumptions make allowance for future improvements in mortality rates. Retirement ages for scheme members are 60 for pilots and 65 for other staff.

The current life expectancies underlying the value of the scheme liabilities for the UK scheme are as

follows:

At March 31,

Retiring at age 60:

Male

Female

Retiring at age 65:

Male

Female

The amounts recognised in the consolidated balance sheet in respect of defined benefit plans are as

follows:

–  –  –

(i) Amounts for the year ended March 31, 2014 relate to the UK plan only.





(ii) Amounts for the years ended March 31, 2013 and 2012 relate to both the Irish and UK plans combined.

The plans‘ assets do not include any of our own financial instruments, nor any property occupied by, or other assets used by us.

The expected long-term rate of return on assets of 7.14% (2013: 6.52%; 2012: 6.55%) for the UK scheme was calculated based on the assumptions of the following returns for each asset class: Equities 8.30% (2013: 7.50%; 2012: 7.50%); Corporate and Overseas Bonds 4.30% (2013: 4.40%; 2012: 4.65%); and Other 3.65% (2013: 2.85%; 2012: 3.00%).

Since there are no suitable euro-denominated AA-rated corporate bonds, the expected return is estimated by adding a suitable risk premium to the rate available from government bonds. The assumptions are based on long-term expectations at the beginning of the reporting period and are expected to be relatively stable.

The history of the plans for the current and prior periods is as follows:

–  –  –

The Company expects to contribute approximately €0.2 million to our defined-benefit plan in 2014.

Defined-contribution schemes The Company operates defined-contribution retirement plans in Ireland and the UK. The costs of these plans are charged to the consolidated income statement in the period in which they are incurred. The pension cost of these defined-contribution plans was €2.6 million in 2014 (2013: €2.1 million; 2012: €1.9 million).

–  –  –

Diluted earnings per share takes account solely of the potential future exercise of share options granted under the Company‘s share option schemes. For the 2014 fiscal year, the weighted average number of shares in issue of 1,418.2 million includes weighted average share options assumed to be converted, and equal to a total of 3.6 million shares. For the 2013 fiscal year, the weighted average number of shares in issue of 1,447.4 million includes weighted average share options assumed to be converted, and equal to a total of 4.3 million shares. For the 2012 fiscal year, the weighted average number of shares in issue of 1,477.0 million includes weighted average share options assumed to be converted, and equal to a total of 3.3 million shares.

–  –  –

Commitments In March 2013, the Group entered into a contract with Boeing (the ―2013 Boeing Contract‖) whereby the Group agree to purchase 175 Boeing 737-800 ―next-generation‖ aircraft over a five year period from calendar 2014 to 2018.

In April 2014, the Company agreed to purchase an additional 5 Boeing 737-800 ―next-generation‖ aircraft for delivery in fiscal year 2016 on the same terms and conditions as the 2013 Boeing Contract bringing the total ―firm‖ new deliveries to 180 aircraft.

The table below details the firm aircraft delivery schedule at March 31, 2014 and March 31, 2013 for the Company pursuant to the 2013 Boeing contracts.

–  –  –

The ―Basic Price‖ (equivalent to a standard list price for an aircraft of this type) for each aircraft governed by the 2013 Boeing contract will be increased by (a) an estimated U.S.$2.9 million per aircraft for certain ―buyer furnished‖ equipment the Company has asked Boeing to purchase and install on each of the aircraft, and (b) an ―Escalation Factor‖ designed to increase the Basic Price, as defined in the purchase agreement, of any individual aircraft by applying a formula which reflects increases in the published U.S.

Employment Cost and Producer Price indices between the time the Basic Price was set and the period of 18 to 24 months prior to the delivery of such aircraft.

Boeing has granted Ryanair certain price concessions with regard to the Boeing 737-800 ―next generation‖ aircraft as part of the Boeing 2013 Contract. These take the form of credit memoranda to the Company for the amount of such concessions, which the Company may apply toward the purchase of goods and services from Boeing or toward certain payments, other than advance payments, in respect of the purchase of the aircraft under the various Boeing contracts.

Boeing and CFMI (the manufacturer of the engines to be fitted on the purchased aircraft) have also agreed to give the Company certain allowances in addition to providing other goods and services to the Company on concessionary terms. These credit memoranda and allowances will effectively reduce the price of each aircraft to the Company. As a result, the effective price of each aircraft (the purchase price of the new aircraft net of discounts received from Boeing) will be significantly below the Basic Price mentioned above. At March 31, 2014, the total potential commitment to acquire all 175 ―firm‖ aircraft, not taking such increases and decreases into account, will be approximately U.S. $13.8 billion. At March 31, 2013, the total potential commitment was U.S. $13.8 billion to acquire all 175 ―firm‖ aircraft.

Operating leases

The Company financed 76 of the Boeing 737-800 aircraft delivered between December 2003 and March 2014 under seven-year, sale-and-leaseback arrangements with a number of international leasing companies, pursuant to which each lessor purchased an aircraft and leased it to Ryanair under an operating lease. Between October 2010 and December 2012, 17 operating lease aircraft were returned to the lessor at the agreed maturity date of the lease. At March 31, 2014 Ryanair had 51 operating lease aircraft in the fleet. As a result, Ryanair operates, but does not own, these aircraft. Ryanair has no right or obligation to acquire these aircraft at the end of the relevant lease terms. 18 of these leases are denominated in euro and require Ryanair to make fixed rental payments over the term of the leases. 33 remaining operating leases are U.S. dollardenominated which require Ryanair to make fixed rental payments. The Company has an option to extend the initial period of seven years on 34 of the 51 remaining operating lease aircraft as at March 31, 2014, on predetermined terms. This includes 3 operating lease arrangements which are due to mature during the year ended March 31, 2015 but have been extended for a further 7 years. The following table sets out the total future minimum payments of leasing 51 aircraft (2013: 59 aircraft; 2012: 59 aircraft), ignoring movement in interest

rates, foreign currency and hedging arrangements, at March 31, 2014, 2013 and 2012, respectively:

–  –  –

Finance leases The Company financed 30 Boeing 737-800 aircraft delivered between March 2005 and March 2014 with 13-year euro-denominated Japanese Operating Leases with Call Options (―JOLCOs‖). These structures are accounted for as finance leases and are initially recorded at fair value in the Company‘s balance sheet. Under each of these contracts, Ryanair has a call option to purchase the aircraft at a pre-determined price after a period of 10.5 years, which it may exercise.

The following table sets out the total future minimum payments of leasing 30 aircraft (2013: 30

aircraft; 2012: 30 aircraft) under JOLCOs at March 31, 2014, 2013 and 2012, respectively:

–  –  –

Commitments resulting from the use of derivative financial instruments by the Company are described in Notes 5 and 11 to the consolidated financial statements.

Contingencies The Company is engaged in litigation arising in the ordinary course of its business. Management does not believe that any such litigation will individually or in aggregate have a material adverse effect on the financial condition of the Company. Should the Company be unsuccessful in these litigation actions, management believes the possible liabilities then arising cannot be determined but are not expected to materially adversely affect the Company‘s results of operations or financial position.

In February 2004, the European Commission ruled that Ryanair had received illegal state aid from the Walloon regional government in connection with its establishment of a low cost base at Brussels (Charleroi).

Ryanair advised the regional government that it believed no money was repayable as the cost of establishing the base exceeded the amount determined to be illegal state aid. Ryanair also appealed the decision of the European Commission to the European Court of First Instance (―CFI‖), requesting that the Court annul the decision on the basis that Ryanair‘s agreement at Brussels (Charleroi) was consistent with agreements at similar privately owned airports and therefore did not constitute illegal state aid. The Company placed €4.0 million in an escrow account pending the outcome of this appeal. In December 2008, the CFI annulled the Commission‘s decision against Charleroi Airport and Ryanair was repaid the €4 million that the Commission had claimed was illegal state aid. A further action taken by the Belgian government for €2.3 million has also been withdrawn.

Ryanair is facing similar legal challenges with respect to agreements with certain other airports. In January 2010, the European Commission concluded the Bratislava state aid investigation with a finding that Ryanair‘s agreement with Bratislava airport involved no aid. In July 2012 the European Commission found that Ryanair‘s arrangement with Tampere airport contained no aid. In February 2014 the European Commission reached the same conclusion in respect of Marseille, Aarhus and Berlin (Schönefeld) investigations. On July 23, 2014 the European Commission announced a ‗no state aid‘ decision in respect of Dusseldorf (Weeze) airport, as well as findings of state aid to Ryanair in its arrangements with Pau, Nimes and Angouleme airports, ordering Ryanair to repay a total of approximately €9.7m of alleged aid. Ryanair will appeal these ‗aid‘ decisions to the EU General Court where proceedings are expected to take between 2 and 4 years. The remaining fourteen investigations involving Ryanair and Lübeck, Alghero, Frankfurt (Hahn), Zweibrücken, Altenburg, Klagenfurt, (Stockholm) Vasteras, Paris (Beauvais), La Rochelle, Carcassonne, Cagliari, Brussels (Charleroi), Girona and Reus airports are ongoing and Ryanair currently expects that they will conclude mid to late 2014, with any European Commission decisions appealable to the EU General Court.

State aid complaints by Lufthansa about Ryanair‘s cost base at Frankfurt (Hahn) have been rejected by German courts, as have similar complaints by Air Berlin in relation to Ryanair‘s arrangement with Lubeck airport, but following a German Supreme Court ruling on a procedural issue in early 2011, these cases will be re-heard by lower courts. In addition, Ryanair has been involved in legal challenges including allegations of state aid at Alghero, Berlin (Schönefeld) and Marseille airports. The Alghero case (initiated by Air One) was dismissed in its entirety in April 2011. The Berlin (Schönefeld) case (initiated by Germania) was discontinued following the European Commission‘s finding in February 2014 that Ryanair‘s arrangement with the airport contained no state aid. The Marseille case was withdrawn by the plaintiffs (subsidiaries of Air France) in May 2011.

The Company has also entered into a series of interest rate swaps to hedge against fluctuations in interest rates for certain floating-rate financing arrangements. Cash deposits have been set aside as collateral for the counterparty‘s exposure to risk of fluctuations on long-term derivative and other financing arrangements with Ryanair (restricted cash) (see Note 9 to the consolidated financial statements for further details). Additional numerical information on these swaps and on other derivatives held by the Company is set out in Notes 5 and 11 to the consolidated financial statements.

–  –  –

In the year ended March 31, 2014 the Company bought back 69.5 million ordinary shares (including just over 6.0 million American Depository Receipts (ADR‘s) which each represented five ordinary shares) at a total cost of €481.7 million. This is equivalent to approximately 4.8% of the Company‘s issued share capital at March 31, 2013. All ordinary shares repurchased have been cancelled. Accordingly, share capital decreased by

69.5 million ordinary shares with a nominal value of €0.4 million and the capital redemption reserve increased by a corresponding €0.4 million. The capital redemption reserve is required to be created under Irish law to preserve permanent capital in the Parent Company.

On June 20, 2013 the Company detailed plans to return up to €1.0 billion to shareholders over the following two years. At March 31, 2014 €481.7 million has been completed via share buybacks and up to €520 million in special dividends is planned to be returned in the fiscal year 2015 (subject to profitability and shareholder approval at the AGM on September 25, 2014).

26 Post-balance sheet events

On April 30, 2014, the Company agreed to purchase an additional 5 Boeing 737 800 ―Next Generation‖ aircraft for delivery in fiscal 2016, bringing the total number of aircraft to be purchased from Boeing to 180 for delivery between fiscal year 2015 and 2019, with a list value of approximately $14.1 billion.

In the first quarter of fiscal year 2015, the Company entered into 8 short-term aircraft leases between May and September 2014 to support the capacity requirements prior to delivery of new aircraft in September 2014.

On May 19, 2014, the Company indicated that it plans to pay a special dividend of up to €520 million in the fourth quarter of fiscal year 2015, subject to shareholder approval at its annual general meeting on September 25, 2014.

On June 10, 2014, Ryanair issued an unsecured €850.0 million eurobond at a fixed coupon of 1.875%, fixed for 7 years. Under Ryanair‘s €3 billion EMTN program Ryanair Holdings guarantees any issuance of notes, including Ryanair‘s issuance of an €850.0 million eurobond in June 2014.

27 Subsidiary undertakings and related party transactions

The following is the principal subsidiary undertaking of Ryanair Holdings plc:

–  –  –

(a) Ryanair Limited is wholly owned by Ryanair Holdings plc.

Information regarding all other subsidiaries will be filed with the Company‘s next Irish Annual Return as provided for by Section 16(3) of the Irish Companies (Amendment) Act, 1986.

In accordance with the basis of consolidation policy, as described in Note 1 of these consolidated financial statements, the subsidiary undertaking referred to above has been consolidated in the financial statements of Ryanair Holdings plc for the years ended March 31, 2014, 2013 and 2012.

The total amount of remuneration paid to senior key management (defined as the executive team reporting to the Board of Directors) and directors amounted to €7.9 million in the fiscal year ended March 31, 2014, (2013: €7.1 million; 2012: €5.0 million), the majority of which comprises short-term employee benefits.

–  –  –

(a) In the year ended March 31, 2012, the net credit to the income statement in the year comprises a reversal of previously recognised share-based compensation expense for awards that did not vest, offset by a charge for the fair value of various share options granted in prior periods, which are being recognised within the income statement in accordance with employee services rendered.

28 Date of approval The consolidated financial statements were approved by the Board of Directors of the Company on 29 Basis of preparation and significant accounting policies The Company financial statements have been prepared in accordance with International Accounting Standards and International Reporting Standards (collectively ―IFRS‖) as adopted by the European Union (EU), which are effective for the year ended and as at March 31, 2014. In addition to complying with its legal obligation to comply with IFRS as adopted by the EU, the consolidated financial statements comply with IFRS as issued by the International Accounting Standards Board (―(IASB‖). The consolidated financial statements have also been prepared in accordance with the Companies Acts, 1963 to 2013. On publishing parent entity financial statements together with group financial statements the Company is taking advantage of the exemption contained in Section 148(8) of the Companies Act, 1963 not to present its individual income statement, statement of comprehensive income and related notes that form a part of these approved financial statements.

The Company financial statements are presented in euro millions, being its functional currency. They are prepared on an historical cost basis except for certain share based payment transactions, which are based on fair values determined at grant date.

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. These underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if these are also affected. Principal sources of estimation uncertainty have been set out in the critical accounting policy section in Note 1 to the consolidated financial statements. Such uncertainties may impact the carrying value of investments in subsidiaries at future dates.

Statement of compliance The Company financial statements have been prepared in accordance with IFRS as adopted by the EU. In addition to complying with its legal obligation to comply with IFRS as adopted by the EU, the Company financial statements comply with IFRS as issued by the IASB. The Company financial statements have also been prepared in accordance with the Companies Acts, 1963 to 2013.

The directors have reviewed all new or revised IFRS standards and IFRIC interpretations, effective for future financial years, as set forth in Note 1 to the consolidated financial statements, and have concluded their adoption will not have a significant impact on the parent entity financial statements.

Share-based payments

The Company accounts for the fair value of share options granted to employees of a subsidiary as an increase in its investment in that subsidiary. The fair value of such options is determined in a consistent manner to that set out in the Group share-based payment accounting policy and as set out in Note 15 (c) to the consolidated financial statements.

Income taxes Income taxes are accounted for by the Company in a manner consistent to that set out in the Group income tax accounting policy.

Financial assets The Company holds investments in subsidiary companies, which are carried at cost less any impairments.

Guarantees The Company occasionally guarantees certain liabilities of subsidiary companies. These are considered to be insurance arrangements and are accounted for as such i.e. a contingent liability until such time as it becomes probable that the Company will be required to make a payment under the guarantee. Additional details are provided in Note 34 to the company financial statements.

Loans and borrowings

All loans and borrowings are initially recorded at the fair value of consideration received, net of attributable transaction costs. Subsequent to initial recognition, non-current interest bearing loans are measured at amortised cost, using the effective interest yield methodology.

–  –  –

At March 31, 2014, Ryanair Holdings plc had borrowings of €35.2 million (2013: €35.2 million; 2012:

€35.2 million) from Ryanair Limited. The loan is interest free and repayable on demand.

33 Financial instruments The Company does not undertake hedging activities on behalf of itself or other companies within the Group. Financial instruments in the Company primarily take the form of loans to subsidiary undertakings.

Amounts due to or from subsidiary undertakings (primarily Ryanair Limited) in the form of inter-company loans are interest free and are repayable upon demand and further details of these have been given in Notes 31 and 32 of the parent entity financial statements. These inter-company balances are eliminated in the group consolidation.

The euro is the functional and presentation currency of the Company‘s balance sheet and all transactions entered into by the Company are euro denominated. As such, the Company does not have any significant foreign currency risk.

The credit risk associated with the Company‘s financial assets principally relates to the credit risk of the Ryanair group as a whole. During the year ended March 31, 2014, Ryanair received a BBB+ (stable) credit rating from Standard and Poor‘s and in June 2014, Fitch Ratings also issued a similar credit rating on the Company. Additionally the Company had guaranteed certain of its subsidiary company liabilities. Details of these arrangements are given in Note 34 to the company financial statements.

34 Contingencies

a) The Company has provided €4,803.4 million (2013: €5,973.6 million; 2012: €5,503.4 million) in letters of guarantee to secure obligations of subsidiary undertakings in respect of loans, bank advances and long dated foreign currency transactions.

b) In order to avail itself of the exemption contained in Section 17 of the Companies (Amendment) Act, 1986, the holding company, Ryanair Holdings plc, has guaranteed the liabilities of its subsidiary undertakings registered in Ireland. As a result, the subsidiary undertakings have been exempted from the provisions of Section 7 of the Companies (Amendment) Act, 1986. Details of the Group‘s principal subsidiaries have been included at Note 27. The Irish subsidiaries of the Group covered by the Section 17 exemption are listed at Note 27 to the consolidated financial statements also. Eight additional Irish subsidiaries covered by this exemption, which are not listed as principal subsidiaries at Note 27 to the consolidated financial statements, are Airport Marketing Services Limited, FRC Investments Limited, Coinside Limited and Mazine Limited.

35 Dividends Please refer to Note 25 of the Consolidated Financial Statements.

36 Post-balance sheet events Please refer to Note 26 of the Consolidated Financial Statements.

37 Date of approval The Company financial statements were approved by the Board of Directors of the Company on July 25, 2014.

–  –  –



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