annual report 2009 - Aer Lingus

28 Directors’ Report Aer Lingus Group Plc – Annual Report 2009Directors’ Report [continued]Directors’ statement pursuant to the TransparencyRegulationEach of the Directors, whose names and functions are listed onpages 10 to 11 confirms that, to the best of each person’s knowledgeand belief:• the financial statements, prepared in accordance with IFRSsas adopted by the EU, give a true and fair view of the assets,liabilities, financial position of the Company and the Groupand of the loss of the Group; and• the Directors’ Report contained in the annual report includesa fair review of the development and performance of thebusiness and the position of the Company and Group, togetherwith a description of the principal risks and uncertainties thatthey face.Internal controlThe Board has overall responsibility for the Group’s system ofinternal control. Those systems, which are maintained by the Group,can only provide reasonable and not absolute assurance againstmaterial misstatement or loss. An outline of the Group’s internalcontrol processes is included in the Corporate Governance Statementon pages 29 to 36.Issue and purchase of own sharesThe Company received authority from shareholders at its lastAnnual General Meeting on 5 June 2009 to allot relevant securitiesup to a nominal value of €8,810,249 and purchase up to 10%of its own shares. Both these authorities are due to expire at theCompany’s forthcoming Annual General Meeting on 18 June 2010.On 2 September 2009 the Company acquired 5,605,347 ordinaryshares (representing 1% of the called up share capital of theCompany) of €0.05 each in the issued share capital of the Companyfor nil consideration from ALG Trustee Limited, pursuant to section41(2) of the Companies (Amendment) Act, 1983 and these 5,605,347shares were then cancelled in accordance with section 43 of theCompanies (Amendment) Act, 1983. ALG Trustee Limited is thetrustee of the Aer Lingus Group plc Employee Benefit Trust andin that capacity, it holds Aer Lingus shares for the purposes of theCompany’s 2007 Long-Term Incentive Plan. The Shares were acquiredand cancelled by the Company as the Company does not expectthat the shares, which were acquired and cancelled, will be requiredto satisfy vestings pursuant to the LTIP.Share ownership restrictionsSince Aer Lingus’ entitlement to obtain or to continue to hold orenjoy the benefit of the licences, permits, consents and privilegesthat enable Aer Lingus to carry on business as an air carrier in Irelandand/or internationally can be adversely affected if too many of theordinary shares are held by non-EU nationals, the Directors are givencertain powers under the Articles of Association to take action toensure that shareholdings of non-EU nationals in the Company’sshare capital are not of such a size or type which could jeopardiseAer Lingus’ air carrier rights. The Directors have the power todesignate a maximum percentage of the Company’s share capitalwhich may be held by Non-EU nationals and have determined thatin excess of 50% of the Company’s issued share capital will be heldby EU shareholders.Political contributionsThe Group made no political donations during the year.Subsidiary companiesDetails of the group companies are set out in Note 16 to theconsolidated financial statements.Books of accountThe measures taken by the Directors to secure compliance with theCompany’s obligation to keep proper books of account are the use ofappropriate systems and procedures and employment of competentpersons. The books of account are kept at Dublin Airport, Co Dublin,Ireland.Independent auditorsThe independent auditors, PricewaterhouseCoopers, are preparedto continue in office in accordance with the provisions of S.160 (2)of the Companies Act, 1963.Transparency (Directive 2004/109/EC) Regulations 2007As required by Statutory Instrument 277/2007 Transparency (Directive2004/109/EC) Regulations 2007 the following sections of the Company’sannual report shall be treated as forming part of this report:• The Chairman’s Statement and Chief Executive’s Reviewon pages 2 to 5• Operating and Financial Review on pages 6 to 9, which includes areview of the price risk and cash flow risk, external environment,key strategic aims and performance measures.• Details of earnings per ordinary share on page 72• Details of derivative financial instruments on pages 76 to 77• Details of key performance indicators relating to employeematters, e.g. change in number of employees, on page 71.