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considering issues arising from Internal Audit’s work, reviewing management’s response to internal control issues, approving the external audit
fee, considering the external audit strategy and plans, reviewing the external auditors’ reports and reviewing and approving the annual accounts.
Both internal and external auditors are given the opportunity to meet privately with the Audit Committee without any member of
management present.
The terms of reference of the Audit Committee are documented and agreed by the main Board. The terms of reference have been
reviewed and updated recently in line with changes made to the ICSA model terms of reference for audit committees. 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 Audit
Committee will:
• Serve as an independent and objective party to monitor the quality and timeliness of the financial reporting process and monitor the
internal financial control system;
• Review and appraise the audit efforts of the external auditors;
• Provide an open avenue of communication among the external auditors, financial and senior management, and the Board;
• Confirm and assure the independence and objectivity of the external auditor; and
• Review and monitor the effectiveness of the internal audit function and the management responses to the recommendations.
The Audit Committee has the responsibility for appointing the external auditors. PricewaterhouseCoopers LLP were reappointed auditors
of the Group at the Annual General Meeting, held in March 2007.
In order to preserve auditor independence, the Board has decided that the auditor will not be asked to provide consulting services unless
this is in the best interests of the Company. The auditor is asked on a regular basis to articulate the steps that it has taken to ensure its
independence. easyJet monitors the auditors’ performance and behaviour during the exercise of its duties. In the financial year, easyJet spent
£0.6 million with PricewaterhouseCoopers LLP (2006: £0.5 million) in respect of non-audit services and £2.4million (2006: £1.0 million) with other
parties who are entitled to act as registered auditors.
The Board has discussed the composition of the Audit Committee and is satisfied that the Directors who were members of this Committee
during the year were those who were best able to contribute to the Committee’s objectives. David Bennett has served as the Chairman
of the Committee during the year. Until the middle of this financial year, David was the Group Finance Director of Alliance and Leicester plc,
a major FTSE 100 company; experience which the Board considers to be recent and relevant for the purposes of undertaking the role as
Chairman of the Committee.
The record of attendance is:
Number of
meetings Total number
attended of meetings
David Bennett 3 3
Diederik Karsten 3 3
Sir David Michels 2 3
By invitation:
Andrew Harrison 3 3
Jeff Carr 3 3
46 easyJet plc
Annual report and accounts 2007
Nominations Committee
The Nominations Committee comprises at least three members. During the year, the Nominations Committee members were Sir Colin
Chandler (Chairman), David Bennett, Professor Rigas Doganis and Dawn Airey. Sir Colin Chandler is not considered to be independent as he is
Chairman of the Group. However, the Board is satisfied that Sir Colin Chandler’s personal integrity and experience makes him a highly effective
member of the Board and the Nominations Committee.
This Committee is responsible for nominating candidates to fill Board positions and for making recommendations on Board composition and
balance. In appointing Non-Executive Directors, the Board’s practice is to use an external recruitment agency. The Nominations Committee
has met once during the year.
The terms of reference of the Nominations 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 are as follows:
• To consider, at the request of the Board or the Chairman of the Board, the making of any appointment or reappointment to the Board,
whether of Executive or Non-Executive Directors; and
• To establish and carry out a formal selection process of candidates and provide advice and recommendations to the Board or Chairman
(as appropriate) on any such appointment.
Before selecting new appointees, the Nominations Committee considers the balance of skills, knowledge and experience on the Board to
ensure that a suitable balance is maintained. All job specifications prepared include details of the time commitments expected in the role.
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