Committees

Board Committees

The Board has established an audit committee, remuneration committee and nomination committee, with formally delegated duties and responsibilities and with written terms of reference, as further described in paragraph 12 of Part V of the Admission Document date 24 March 2010. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.

Audit committee

The audit committee assists the Board in discharging its responsibilities with regard to corporate governance, financial reporting and external and internal audits and controls, including, amongst other things, reviewing the Company’s annual financial statements, reviewing and monitoring the extent of the non audit services undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Company’s internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board.

The membership of the Company’s audit committee comprises Mike O'Leary, Robin Taylor and (by invitation) Phillip Woodrow and is chaired by Robin Taylor, who is considered by the Directors to have recent and relevant financial experience. The Audit Committee meets formally at least twice every year and otherwise as required. The Audit Committee meets with the Company’s external auditors at least once each year.

You can download a copy of the audit committee's terms of reference here.

Remuneration committee

The remuneration committee is responsible for establishing a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual Directors. This includes agreeing with the Board the framework for remuneration of the Chief Executive, all other executive directors, the company secretary and such other members of the executive management of the Group as it is designated to consider. It is furthermore responsible for determining the total individual remuneration packages of each Director including, where appropriate, bonuses, incentive payments and share options. The remuneration of non-executive directors is a matter for the executive members of the board. No Director may be involved in any decision as to their own remuneration.

The membership of the Company’s remuneration committee comprises Mike O'Leary and Robin Taylor and is chaired by Robin Taylor. The remuneration committee meets at least twice a year and at such other times as the chairman of the committee requires.

You can download a copy of the remuneration committee's terms of reference here.

Nomination committee

The nomination committee is responsible for leading the process for board appointments and making recommendations to the Board to implement a formal and transparent procedure for the appointment of new directors to the Board.

The nomination committee comprises Mike O'Leary and Robin Taylor and is chaired by Mike O'Leary. The nomination committee meets at least twice a year and at such other times as the Chairman of the commmittee requires.

You can download a copy of the nomination committee's terms of reference here.

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This page was last updated on 17 May 2012