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Directors may be appointed by the Company by ordinary resolution or by the Board. A Director appointed by the Board holds office only
until the next Annual General Meeting (“AGM”). At each AGM one third of the Directors will retire by rotation and be eligible for re-election.
The Directors to retire will be those who wish to retire and those who have been longest in office since their last appointment or
reappointment, with the proviso that all must retire within a three year period.
Non-Executive Directors are appointed for three year terms, after which time they may offer themselves for re-election. Executive Directors
are not appointed for specific terms. However, in practice each Director will normally serve a term no longer than three years due to the
required retirement by rotation of one third of the Board at each AGM. It is now the Company’s standard policy to engage with new
Non-Executive Directors on contractual terms based upon the Institute of Chartered Secretaries and Administrators’ (ICSA) standard letter
of appointment as appended to the Combined Code. During the year, new letters of appointment were executed by each Non-Executive
Director based upon the ICSA standard document, with the exception of Sir Stelios Haji-Ioannou who does not receive a fee from the
Company and does not have a letter of appointment.
Remuneration Committee
At 30 September 2007, the Remuneration Committee comprised at least three independent Non-Executive Directors, namely Sir David
Michels (Committee Chairman), David Bennett, Professor Rigas Doganis and Dawn Airey. This Committee, which meets at least twice per year,
has responsibility for making recommendations to the Board on the compensation of senior executives and determining, within agreed terms
of reference, the specific remuneration packages for each of the Executive Directors and the Chairman. In addition to meetings to allot shares
under the Company’s share option schemes, the Remuneration Committee has met twice during the year.
The Board has discussed the composition of the Remuneration Committee and is satisfied that the Directors who are members of this
Committee are those who are best able to contribute to the Committee’s objectives.
The terms of reference of the Remuneration Committee are documented and agreed by the main Board. The full text of the terms of
reference is available in the investor relations section of the easyJet website, www.easyJet.com. The key terms set out that the Remuneration
Committee will:
• Seek to provide the packages needed to attract, retain and motivate Executive Directors of the quality required without paying more than
is necessary;
• Judge where to position easyJet relative to other companies, taking account of what comparable companies are paying and relative
performance;
• Determine the terms of any compensation package in the event of early termination of any Executive Director’s contract in accordance
with its terms;
• Make recommendations to the Board on the Company’s framework of executive remuneration and its cost; and
• Determine on behalf of the Board specific remuneration packages and conditions of employment for Executive Directors.
The record of attendance is:
Number of
meetings Total number
attended of meetings
Dawn Airey 2 2
David Bennett 2 2
Professor Rigas Doganis 2 2
Sir David Michels 2 2
By invitation:
Sir Colin Chandler 1 1
Andrew Harrison 1 1
Shareholders are required to approve all new long term incentive plans. Further details of these plans can be found in the Directors’
Remuneration Report.
Corporate governance
continued
45 easyJet plc
Annual report and accounts 2007
Audit Committee
The Audit Committee comprises three Non-Executive Directors, all of whom are independent. During the year, the Audit Committee
members were David Bennett (Chairman), Sir David Michels and Diederik Karsten. This Committee meets at least three times per year.
The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities by reviewing the financial reports
and other financial information in advance of publication, reviewing on a continuing basis the systems of internal controls regarding finance and
accounting that management and the Board have established and reviewing generally the auditing, accounting and financial reporting processes.
The ultimate responsibility for reviewing and approving the annual and other accounts remains with the Board. The Audit Committee has met
three times during the course of the year.
The Audit Committee is charged with reviewing the effectiveness of internal control, approving and monitoring the Internal Audit work plan,
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