annual report 2009 - Aer Lingus

Directors’ Report Aer Lingus Group Plc – Annual Report 200935In accordance with the process outlined above, the Board confirmsthat it has conducted an annual review of the effectiveness of theinternal control systems in operation and that it has approved thereporting lines to ensure the ongoing effectiveness of the internalcontrols and reporting structures.The key elements of the internal control systems in operationare as follows:• Clearly defined organisation structures and lines of authority;• A strong and independent Board that meets regularly duringthe year, with separate Chairman and Chief Executive roles;• Corporate policies for financial reporting, treasury and financialrisk management, information technology and security, projectappraisal and corporate governance;• Board of Directors approval of all major strategic decisions;• Clearly defined process and information system for controllingcapital expenditure including use of appropriate authorisationlevels;• Long-term business plan;• Detailed annual budget process, with budget reviewed andapproved by Board;• Monthly monitoring of performance against budget whichis reported to the Board;• Comprehensive system of internal financial reporting whichincludes preparation of detailed financial statements and keyperformance indicators on a monthly basis;• An internal audit function which reviews and reports on keybusiness processes and controls;• Corporate compliance monitoring; and• An audit committee that approves audit plans and deals withsignificant control issues raised by internal or external audit.Going concernAfter making enquiries the Directors consider that the Company hasadequate resources to continue operating for the foreseeable future.For this reason they have continued to adopt the going concern basisin preparing the financial statements.Accountability and auditA statement relating to the Directors’ responsibilities in respect of thepreparation of the financial statements is set out on page 27 with theresponsibilities of the Company’s Independent Auditors outlined onpage 43.Table 1.1 Attendance at Board and Board Committee meetings in the year ended 31 December 2009CommitteesName Position Board Audit Remuneration Appointments Safety RiskColm Barrington Chairman 19/19 5/6 5/5 4/4David Begg Director 15/19 3/4 4/5Leslie Buckley Director 11/11Thomas Corcoran Director 19/19 4/6 5/5Laurence Crowley Director 17/19 4/4 4/5Ivor Fitzpatrick Director 19/19 4/4 6/6Danuta Gray Director 17/19 4/4 6/6Francis Hackett Director 19/19 4/4Colin Hunt Director 19/19 5/5 5/5Michael Johns Director 18/19 5/5 3/3Anne Mills Former Director 19/19 6/6 4/4Thomas Moran Director 19/19 4/5 5/5Christoph Mueller Chief Executive Officer 7/7Chris Wall Former Director 3/3 1/1 1/1Dermot Mannion Former Chief Executive Officer 6/6Sean Coyle Former Chief Financial Officer 18/19The attendance statistics are outlined above in the format “A/B”, where ‘A’ represents the number of meetings attended by the Director and ‘B’represents the total number of meetings held. Of the nineteen Board meetings held in 2009, nine were scheduled meetings, four were unscheduledmeetings and six were conference call meetings.