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Airey, Diederik Karsten and John Browett who was appointed in September 2007 as Independent Non-Executive Directors. Sir Stelios
Haji-Ioannou is not regarded as independent due to his significant beneficial shareholding in the Company and his prior involvement in an
executive management capacity.
There are matters which are reserved to the Board by virtue of a resolution of the Board. These include matters relating to share issues,
material acquisitions and disposals of assets, connected party transactions, borrowings and guarantees, material contracts, capital expenditure,
shareholder and investor relations, officers and employees, treasury policies, risk management policies, donations, litigation, strategy, internal
control, budgets, accounting issues and authority levels. By resolution, the Board has delegated certain authorities to management.
This delegation covers areas such as finance (expenditure, treasury and the sale of assets), revenue management, customer compensation,
contracts, leases, employment and business development. The delegation is reviewed regularly by the Board.
The Chairman participates in investor meetings and makes himself available for questions, in person, at the time of major announcements.
Sir David Michels has also made himself available to participate in investor meetings as an alternative point of contact and in order to help
develop a balanced understanding of the issues and concerns of major shareholders. This direct contact, together with feedback from
management and from the Company’s two corporate brokers (ABN Amro and Credit Suisse), is used to brief the Board. In addition, the
Board has sought direct feedback from sources that are independent of easyJet. The Board considers that it is appropriate for the Chairman to
be the primary conduit with investors given his experience in liaising with shareholders over the past few years. During the year, the Chairman
has updated the whole Board on the results of his meetings and the opinions of investors. However, all Directors have a standing invitation to
participate in meetings with investors.
The Board meets regularly, with 11 meetings having been held during the year ended 30 September 2007. All members of the Board are
supplied in advance with appropriate information covering matters which are to be considered.
Number of
meetings Total number
attended of meetings
Sir Colin Chandler 11 11
Sir Stelios Haji-Ioannou 11 11
Andrew Harrison 11 11
Jeff Carr 11 11
Dawn Airey 10 11
Diederik Karsten 10 11
David Bennett 10 11
Professor Rigas Doganis 10 11
Sir David Michels 9 11
John Browett (appointed 27 September 2007) – –
The Chairman discusses governance and strategy with major shareholders when required and communicates the results of these discussions
to the Board. If a major shareholder requests the attendance of a specific Non-Executive Director at a meeting they will be made available.
It is standard practice for the Chairman to meet and confer with other Non-Executive Directors prior to each scheduled Board meeting
without the Executive Directors present.
All Directors have access to the Company Secretary. They have access to appropriate independent professional advice, resources and other
services as they see fit to discharge their duties. The Nominations Committee, Remuneration Committee and the Audit Committee also have
access to sufficient resources to allow them to undertake their duties effectively.
All Directors, both Executive and Non-Executive are encouraged to request inclusion of any unresolved concerns that they may have in the
Board minutes.
Corporate governance
44 easyJet plc
Annual report and accounts 2007
The Company Secretary is responsible to the Board for ensuring that Board procedures have been complied with. The Board has agreed that
the appointment or removal of the Company Secretary is a matter to be decided by itself. During the course of the year, Giles Pemberton
held the office of Company Secretary.
Directors and officers insurance cover exists for all Directors to provide cover against their reasonable actions as an officer of easyJet.
During the course of the year, the Board approved additional indemnity and funding protection in favour of each of its current directors
and future directors to the extent permitted by applicable law.
During the year, the Chairman undertook a performance review of the Board using an external evaluation framework. The process involved
structured interviews with Directors and management. The Chairman has also reviewed the performance of the Remuneration, Nomination
and Audit Committees and also that of the individual Board Directors. Separately, Sir David Michels has met during the year with the other
Non-Executive Directors (excluding the Chairman) to appraise the Chairman’s performance.
　
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