Ryanair’s full Corporate Governance Report from the 2023 Annual Report – View the document

The Board of Directors (the Board)

Roles

The Board of Ryanair is responsible for the leadership, strategic direction and oversight of management of the Group. The Board’s primary focus is on strategy formulation, policy and control. It has a formal schedule of matters specifically reserved to it for its attention, including matters such as approval of the annual budget, large capital expenditure, and key strategic decisions.

Other matters reserved to the Board include treasury policy and procedures, internal control, audit and risk management, ESG, remuneration of the Executive Director and Executive management and corporate governance. The Board has delegated responsibility for the management of the Group to the Group CEO and the Senior Management team. There is a clear division of responsibilities between the Chairman and the Group CEO, which is set out in writing and has been approved by the Board.

Chairman

Stan McCarthy has served as the Chairman of the Board since June 2020, having served as Deputy Chairman from April 2019. He was appointed a Director in May 2017. The Chairman’s primary responsibility is to lead the Board, to ensure that it has a common purpose, is effective as a group and at individual Director level, and that it upholds and promotes high standards of integrity and corporate governance. He ensures that Board agendas cover the key strategic issues confronting the Group that the Board reviews and approves management’s plans for the Group and that Directors receive accurate, timely, clear and relevant information.

The Chairman is the link between the Board and the Company. He is specifically responsible for establishing and maintaining an effective working relationship with the Group CEO, for ensuring effective and appropriate communications with shareholders and for ensuring that members of the Board develop and maintain an understanding of the views of shareholders.

While Stan McCarthy holds a small number of other Directorships, the Board considers that these do not interfere with the discharge of his duties to Ryanair.

Senior Independent Director

The Board has appointed Louise Phelan as the Senior Independent Director (SID). She is available to shareholders who have concerns that cannot be addressed through the Chairman, Group CEO or Group CFO and leads the annual Board review of the performance of the Chairman.

Company Secretary

The appointment and removal of the Company Secretary is a matter for the Board. All Directors have access to the advice and services of the Company Secretary (Juliusz Komorek), who is responsible to the Board for ensuring that Board procedures are complied with.

Membership

Following the retirement of Julie O’Neill from the Board in September 2022, the appointment of Anne Nolan in December 2022, and the appointments of Eamonn Brennan and Elisabeth Köstinger in April 2023, the Board currently consists of one Executive and 12 Non-Executive Directors. It is the practice of Ryanair that a majority of the Board will be Non-Executives, each considered by the Board to be independent, and the Chairman is Non-Executive. The Board considers the current size, composition and diversity of the Board to be appropriate. Approximately 39% of the current board are women. The composition of the Board and the principal Board Committees are set out below. The Board, with the assistance of the Nomination Committee, keeps Board composition under review to ensure that it includes the necessary mix of relevant skills and experience required to perform its role.

Each Director has extensive business experience, which they bring to bear in governing the Company. The Board considers that, between them, the Directors bring the range of skills, knowledge, diversity, and experience, including international and aviation experience, necessary to lead the Group. The Chairman has significant public company experience. Historically, the Company has always separated the roles of Chairman and Group CEO for the running of the business and implementation of the Board’s strategy and policy.

Independence

The Board has carried out its annual evaluation of the independence of each of its Non-Executive Directors, taking account of the relevant provisions of the 2018 Code, namely, whether each Director is independent in character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, the Director’s judgement. The Board regards all of the Non-Executive Directors at the date of this report as independent and has concluded that no one individual or group exerts an undue influence on others.

Within its independence review, the Board has considered the following items with respect to certain individual Non-Executive Directors.

The Board considered Michael Cawley’s outside business interests, as well as the (6 month) gap between finishing his Executive role and his election to the Board in 2014 and concluded that his previous employment with Ryanair did not compromise his independence of judgement and character. His depth of experience and service enhances his independence in representing shareholder interest. Additionally, as it is more than 5 years since he served as a Company Manager, Michael Cawley is considered to be independent under the 2018 Code.

The Board considered Howard Millar’s outside business interests and the (9 month) gap between finishing his Executive role in 2014 and his election to the Board in 2015 and concluded that his previous employment with Ryanair did not compromise his independence of judgement and character. Additionally, as it is more than 5 years since he served as a Company Manager, Howard Millar is considered to be independent under the 2018 Code.

The Board considered Mike O’Brien’s outside business interests, as well as the gap (25 years) between finishing his Executive role with Ryanair and his election to the Board in 2016 and concluded that his previous employment with Ryanair did not compromise his independence of judgement and character.

Louise Phelan is independent in character and judgement and the Board views her depth of experience and service as enhancing her independence in representing shareholder interest.

Furthermore, in line with best governance practices, Ryanair has adopted a policy whereby all Directors retire on an annual basis and, being eligible for re-election, offer themselves for election. This affords Ryanair’s shareholders an annual opportunity to vote on the suitability of each Director.

Compliance Statement

Ryanair has complied, throughout the year ended March 31, 2023, with the provisions set out in the U.K. Corporate Governance Code and the requirements set out in the Irish Corporate Governance Annex, except as outlined below. The Group has not complied with the following provisions of the 2018 Code, but continues to review these situations on an ongoing basis:

• NEDs historically participated in the Company’s share option plans. The 2018 Code requires that, if exceptionally, share options are granted to NEDs that shareholder approval should be sought in advance and any shares acquired by exercise of the options should be held until at least one year after the NED leaves the Board. In accordance with the 2018 Code, the Company sought and received shareholder approval to make certain stock option grants to its NEDs and as described above, the Board believes the quantum of historic, unvested options granted to certain NEDs is not so significant as to impair their independence. At the 2019 AGM, shareholders approved a new Long-Term Incentive Plan (“LTIP 2019”). Under LTIP 2019, NEDs cannot receive share options but will be eligible to receive non-conditional ordinary shares from time to time.

Group UK Tax Strategy

View document

UK Pension Scheme

Ryanair UK Pension Plan DC Governance Statement y/e 31.12.18 – View document

Ryanair UK Pension Plan Trustee Report and Financial Statements y/e 31.12.19 – View document

Ryanair UK Pension Plan 2020 SIP – View document

Ryanair UK Pension Plan Trustee Report and Financial Statements y/e 31.12.20 – View document

Ryanair UK Pension Plan DC Implementation Statement 31.12.20 – View document

Ryanair UK Pension Plan Trustee Report and Financial Statements y/e 31.12.21 – View document

Ryanair UK Pension Plan Trustee Report and Financial Statements y/e 31.12.22 – View document

Ryanair UK Pension Plan DC Implementation Statement 31.12.22 – View document

Gender Pay Report

UK

2017 report – View document

2018 report – View document

2019 report – *

2020 report – View document

2021 report – View document

2022 report – View document

* In line with UK Government’s Guidelines on 24th March 2020, Gender Pay reporting requirements were suspended for the reporting year 2019.

Ireland

Ryanair DAC – Gender Pay Gap Report – 2022 View document