annual report 2009 - Aer Lingus

32 Directors’ Report Aer Lingus Group Plc – Annual Report 2009Directors’ Report [continued]Performance evaluationThe Board and its committees undertake an annual evaluation oftheir performance of how well they are functioning as an effectiveboard applying best principles of governance, whether each directorcontinues to contribute effectively and demonstrate commitmentto the role and to identify areas for development. The Chairman’sperformance is evaluated by the Senior Independent Director andthe non-executive Directors at least once a year. In addition to beingevaluated by the Chairman, the Directors are also obliged to assesstheir own performance. In 2009 an annual evaluation of the Board’sperformance was conducted with the assistance of external consultants.RemunerationDetails of remuneration paid to Directors is set out in the Reportof the Remuneration Committee on Directors’ Remuneration onpages 38 to 42.Share ownership and dealingDetails of the shares held by Directors are set out in Table 2.3 on page41. The Company has a policy on dealing in shares that applies to allDirectors and senior management. Under the policy, Directors arerequired to obtain clearance from the Chairman before dealingin company shares. Directors and senior management are prohibitedfrom dealing in company shares during designated prohibitedperiods and at any time at which the individual is in possessionof price-sensitive information.Board committeesThe Board has established five permanent committees to assist inthe execution of its responsibilities. These are the Audit Committee,the Remuneration Committee, the Appointments Committee, theSafety Committee and the Risk Committee. Ad hoc committees areestablished from time to time to deal with specific matters. Termsof reference for each of the permanent committees have beendocumented and approved by the Board. Copies are availableon request from the Company Secretary.All Chairmen of the committees attend the Company’s AGMand are available to answer questions from the shareholders.Audit CommitteeThe Board has established an Audit Committee consisting of threenon-executive Directors considered by the Board to be independent.In 2009 the Audit Committee consisted of Mr Ivor Fitzpatrick(Chairman), Mr Laurence Crowley and Ms Danuta Gray. Mr LaurenceCrowley is a Chartered Accountant. The Audit Committee met fourtimes during the year. Attendance at meetings held is set out in thetable on page 35.The main role and responsibilities of the Audit Committee are setout in written terms of reference, which encompass those set outin the Combined Code, including:(a) to monitor the integrity of the financial statements of theCompany and any formal announcements relating to theCompany’s financial performance and reviewing significantfinancial judgments contained therein;(b) to review the Company’s internal financial controls and itsinternal controls and risk management systems; (The reviewof internal financial control and risk management systemshas been delegated to the Risk Committee to complete.);(c) to monitor and review the results of the Company’s internalaudit function and the annual internal audit plan;(d) to make recommendations to the Board in relation to theappointment, re-appointment and removal of the externalauditors and to approve the terms of engagement of theexternal auditors;(e) to monitor and review the external auditors’ independence andobjectivity and the effectiveness of the audit process taking intoconsideration relevant professional and regulatory requirements;(f) to develop and implement policy on the engagement ofthe external auditors to supply non-audit services, taking intoaccount relevant ethical guidance regarding the provision ofnon-audit services by the external audit firm and to report tothe Board;(g) to report to the Board, identifying any matters in respectof which it considers action or improvement is needed andmaking recommendations as to the steps to be taken; and(h) to review the Company’s whistleblowing policy.The Audit Committee discharged its obligations throughout theyear as follows:• Reviewed internal and external audit plans and approvedinternal audit plans in advance of audit;• Met with and received reports from internal and externalauditors;• Monitored and reviewed internal and external auditorsperformance;• Reviewed the independence of the external auditors;• Considered whether or not to recommend the re-appointmentof the external auditors;• Reviewed the half-year report, the annual report and accounts;and• Reviewed reports of Risk Committee on Group CorporateRisk Assessment Process.