annual report 2009 - Aer Lingus

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36 Directors’ Report Aer Lingus Group Plc – Annual Report 2009Directors’ Report [continued](1) Mr Leslie Buckley was appointed to the Board on 18 May 2009and hence was eligible to attend a maximum of eleven Boardmeetings.(2) Mr Laurence Crowley was appointed to the Board on 9 January2009 and was eligible to attend all board meetings and Committeemeetings in 2009.(3) Mr Michael Johns was appointed to the Risk Committee inMarch 2009 and hence was eligible to attend a maximumof three Risk Committee meetings.(4) Mr Christoph Mueller was appointed to the Board on14 September 2009 and hence was eligible to attend amaximum of seven Board meetings.(5) Mr Chris Wall ceased to be a Director on 5 March 2009 andhence was eligible to attend a maximum of three Board meetings.(6) Mr Dermot Mannion resigned from the Board on 6 April 2009 andhence was eligible to attend a maximum of six Board meetings.(7) Mr Sean Coyle resigned from the Board on 31 December 2009and was eligible to attend all board meetings in 2009.General meetingsThe Company’s Annual General Meeting (AGM), which is held inIreland, affords individual shareholders the opportunity to questionthe Chairman and the Board. It is the Company’s policy for all Directorsto attend the AGM. The Notice of the AGM, which specifies the time,date, place and the business to be transacted, is sent to shareholdersat least 20 working days before the meeting. At the meeting, resolutionsare voted on by means of a show of hands. The votes of shareholderspresent at the meeting are added to the proxy votes received and thetotal number of votes for, against and withheld for each resolution areannounced. This information is made available on the Company’swebsite following the meeting.All other general meetings are called Extraordinary General Meetings(EGMs). An EGM called for the passing of a special resolution must becalled by at least twenty-one clear days’ notice. Provided shareholdershave passed a special resolution at the immediately preceding AGMand the Company allows shareholders to vote by electronic means,an EGM to consider an ordinary resolution may, if the Directors deemit appropriate, be called at fourteen clear days’ notice.A quorum for a general meeting of the Company is constituted byseven or more shareholders entitled to vote, each being a memberor a proxy for a member or a duly authorised representative of acorporate member. The passing of resolutions at a meeting of theCompany, other than special resolutions, requires a simple majority.To be passed, a special resolution requires a majority of at least 75%of the votes cast.Shareholders have the right to attend, speak, ask questions andvote at general meetings. In accordance with Irish company law, theCompany specifies record dates for general meetings, by which dateshareholders must be registered in the Register of Members of theCompany to be entitled to attend. Record dates are specified in thenotes to the Notice of a general meeting. Shareholders may exercisetheir right to vote by appointing a proxy/proxies, by electronic meansor in writing, to vote some or all of their shares. The requirements forthe receipt of valid proxy forms are set out in the notes to the Noticeconvening the meeting. A shareholder, or a group of shareholders,holding at least 5% of the issued share capital of the Company, hasthe right to requisition a general meeting. A shareholder, or a groupof shareholders, holding at least 3% of the issued share capital ofthe Company, has the right to put an item on the agenda of an AGMor to table a draft resolution for inclusion in the agenda of a generalmeeting, subject to any contrary provision in Irish company law.The Group’s website, www.aerlingus.com, contains informationin respect of the Company’s AGM.Regulation 21 of EC (Takeover Bids (Directive2004/25/EC)) Regulations 2006 (SI 255/2006)Information Required under Regulation 21(2)(c), (d), (f),(h) and (i) of the EC (Takeover Bids (Directive 2004/25/EC))Regulations 2006 (SI 255/2006)For the purpose of Regulation 21(2)(c), (d), (f), (h) and (i) of theEC (Takeover Bids (Directive 2004/25/EC)) Regulations 2006(SI 255/2006), the information given under the following headingson page 26 (Substantial Interests in Share Capital), 30 and 31 (Termsof Appointment), 31 (Retirement and Re-election), 39 (Non-ExecutiveDirectors, Executive Directors and Service Contracts), 28 (Issueand Purchase of own shares and Share Ownership Restrictions),84 (Called-Up Share Capital) and 84 to 86 (Share Premium, CapitalConversion Reserve Fund, and Other Reserves) are deemed to beincorporated in this Report. The Company’s rules in respect of theappointment and replacement of directors of the Company andamendment of the Company’s Articles of Association are set out inthe Company’s Memorandum and Articles of Association and therelevant Articles of the Company’s Memorandum and Articles ofAssociation are hereby incorporated by reference in this CorporateGovernance Statement.
Directors’ Report Aer Lingus Group Plc – Annual Report 200937For the purpose of Regulation 21 of EC (Takeover Bids (Directive2004/25/EC)) Regulations 2006 (SI 255/2006), the informationgiven under the following headings on page 71 (Employee Benefits),and 87 (Employee Participation and Pensions and other PostEmployment Benefits) and pages 85 and 86 (Long-Term IncentivePlan) are deemed to be incorporated in this Report together with theinformation given in the Corporate Governance Statement above.The Chief Executive Officer is entitled, having obtained theprior consent of the Remuneration Committee, to terminatehis employment within six months of a change of control if theChief Executive Officer has reasonable grounds to contend thatsuch change of control has resulted or will result in a diminutionof his powers, duties or functions in relation to the Group or if, asa consequence of the change in control, a contract of employmentis offered to him which is less beneficial to the Chief Executive Officerand which he declines to agree. Upon such termination the Companyis obliged to pay the Chief Executive Officer an amount equal to oneyears basic salary for the financial year of the Group immediatelypreceding such termination. In the absence of the RemunerationCommittee giving its consent, the Group is not obliged to make theforegoing payment to the Chief Executive Officer in the circumstancesdescribed.The Group has signed an agreement with Dublin Airport Authorityplc (the “DAA”) for hangarage at Dublin Airport under which oneof the requirements of the DAA is that the agreement may beterminated by the DAA if a change in control occurs with respectto the Company which results in the Company and its associatedcompanies controlling a majority of hangarage space (measuredby floor area) at Dublin Airport.The Directors confirm that to the best of their knowledge, theannual report and the financial statements, prepared in accordancewith applicable law and International Financial Reporting Standardsas adopted by the EU, give (as at 31 December 2009) a true and fairview of the assets, liabilities, financial position and the profit or lossof the Company and the undertakings included in the consolidationtaken as a whole and includes a fair review of the development andperformance of the business and the position of the Company, andthe undertakings included in the consolidation taken as a whole,together with a description of the principal risks and uncertaintiesthat they face.On behalf of the directorsColm BarringtonChairmanChristoph MuellerDirector28 April 2010
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Page 5 and 6: Chairman’s Statement Aer Lingus G
Page 11 and 12: Operating and Financial Review Aer
Page 13 and 14: Board of Directors Aer Lingus Group
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Page 29 and 30: Directors’ Report Aer Lingus Grou
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Page 41 and 42: Remuneration Committee Report Aer L
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Page 47 and 48: Financial Statements Aer Lingus Gro
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Financial Statements Aer Lingus Gro
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