Corporate Governance

Ryanair’s full Corporate Governance Report from the 2021 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, internal control, audit and risk management, remuneration of the non-executive directors and executive management and Corporate Governance.

The Board has delegated responsibility for the management of the Group to the Group Chief Executive and executive management.

There is a clear division of responsibilities between the Chairman and the Group Chief Executive, 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, when he replaced David Bonderman. Mr. McCarthy became Deputy Chairman in April 2019 and 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.

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

The Board consists of one Executive and nine Non-Executive Directors following the retirement of Messrs. Bonderman and McLaughlin at the end of May 2020. 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. 40% of the current board are female. The composition of the Board and the principal Board Committees are set out below.

Name	Roles	Independent
S. McCarthy	Non-Exec Chairman	Yes
L. Phelan	Non-Exec SID	Yes
R. Brennan	Non-Exec	Yes
M. Cawley	Non-Exec	Yes
G. Doherty	Non-Exec	Yes
E. Daly	Non-Exec	Yes
M. O’Brien	Non-Exec	Yes
H. Millar	Non-Exec	Yes
D. Milliken	Non-Exec	Yes
M. O’Leary	Group CEO	No
J. O’Neill	Non-Exec	Yes

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.

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. 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.

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 therefore 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, 2021, 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:

Non-Executive Directors historically participated in the Company’s share option The 2018 Code requires that, if exceptionally, share options are granted to Non-Executive Directors 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 Non-Executive Director leaves the board. In accordance with the 2018 Code, the Company sought and received shareholder approval to make certain stock option grants to its Non- Executive Directors and as described above, the Board believes the quantum of options granted to Non- Executive Directors 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, Non-Executive Directors cannot receive share options but will be eligible to receive non-conditional ordinary shares from time to time. No grants have been issued to Non-Executive Directors under LTIP 2019 to date.