annual report 2009 - Aer Lingus

Directors’ Report Aer Lingus Group Plc – Annual Report 200927Mr Laurence Crowley was appointed to the Board on 9 January 2009.Mr Chris Wall ceased to be a Director on 5 March 2009 when theCompany was informed by the Minister for Transport of Ireland thatMr Chris Wall’s appointment as a “Minister’s Nominee” had expired.Mr Leslie Buckley was nominated for appointment to the Board bythe Minister for Transport, and was appointed as a non-executivedirector on 18 May 2009. Mr Buckley is designated a “Minister’sNominee” in accordance with the Company’s Articles of Association.Mr Christoph Mueller was appointed to the Board on 14 September2009 and will be put forward for election at the forthcoming AnnualGeneral Meeting.Mr Ivor Fitzpatrick and Ms Anne Mills were both re-elected at theCompany’s Annual General Meeting during the year. On 21 March2010 Ms Anne Mills retired upon the expiry of her term of office asa director.Mr Colm Barrington, Mr Laurence Crowley and Mr Sean Coylewere each elected at the Company’s Annual General Meetingduring the year.Mr Dermot Mannion resigned from the Board on 6 April 2009.Mr Sean Coyle resigned from the Board on 31 December 2009.Mr Tom Corcoran and Mr Tom Moran will retire by rotation asdirectors in accordance with the Articles of Association at theforthcoming Annual General Meeting and following rigorousreview are being recommended for re-election. None of thenon-executive directors retiring by rotation has a service contractwith the Company.The interest of the Directors in office at 31 December 2009 in theshares of the Group are outlined in the Report of the RemunerationCommittee on Directors Remuneration on page 41.During the year ended 31 December 2009, the Company Secretarywas granted a conditional award of 70,403 shares under the LTIP inrespect of the vesting period 1 January 2009 to 31 December 2011.Any vesting of these shares is subject to the achievement of theperformance targets outlined in the LTIP and the rules of the LTIP.Since the year-end Mr Montie Brewer and Ms Nicola Shaw havebeen appointed as directors and will be put forward for electionat the forthcoming Annual General Meeting.There were no contracts or arrangements entered into during theyear in which a director was materially interested and which weresignificant in relation to the Group’s business.Statement of Directors’ responsibilitiesThe Directors are responsible for preparing the annual report and thefinancial statements in accordance with applicable law and regulations.Irish company law requires the Directors to prepare financialstatements for each financial year. Under that law the Directors haveprepared the financial statements in accordance with InternationalFinancial Reporting Standards (IFRSs) as adopted by the EuropeanUnion (EU). The financial statements are required by law to give atrue and fair view of the state of affairs of the company and the groupand of the profit or loss of the group.In preparing these financial statements the Directors are required to:• select suitable accounting policies and then apply themconsistently;• make judgments and estimates that are reasonable and prudent;• state that the financial statements comply with IFRSs as adoptedby the European Union, and• prepare the financial statements on the going concern basisunless it is inappropriate to presume that the group and theparent company will continue in business.The Directors are also required by applicable law and the ListingRules issued by the Irish Stock Exchange, to prepare a directors’report and reports relating to directors’ remuneration and corporategovernance. In accordance with the Transparency (Directive2004/109/EC) Regulations 2007 (“the Transparency Regulations”),the Directors are required to include a management report containinga fair review of the business and a description of the principal risksand uncertainties facing the group.The Directors are responsible for keeping proper books of account thatdisclose with reasonable accuracy at any time the financial position ofthe Company and the Group and to enable them to ensure that thefinancial statements comply with the Companies Acts 1963 to 2009and, as regards the group financial statements, Article 4 of the IASRegulation. They are also responsible for safeguarding the assets ofthe Company and the Group and for taking reasonable steps for theprevention and detection of fraud and other irregularities.The Directors are responsible for the maintenance and integrity of thecorporate and financial information included on the Group’s website.Legislation in the Republic of Ireland governing the preparation anddissemination of financial statements may differ from legislation inother jurisdictions.