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On joining the Board, new board members receive a full and tailored induction. Shareholders are offered the chance to meet new
Non-Executive Directors.
Contracts with Directors are made available at the Annual General Meeting or on request.
The record of attendance is:
Number of
meetings Total number
attended of meetings
Sir Colin Chandler 1 1
Dawn Airey 1 1
David Bennett 1 1
Professor Rigas Doganis 1 1
Before the appointment of Sir Colin Chandler to the Board in 2002, his significant other commitments were disclosed to the Board. Sir Colin
continues to have significant commitments outside of easyJet, including the post of Pro-Chancellor of Cranfield University. The Board has
considered this and has decided that these commitments do not represent an impediment to proper performance of his role as Chairman
of easyJet.
Relations with investors and the Annual General Meeting (“AGM”)
The AGM gives all shareholders the opportunity to communicate directly with the Board. There is also regular communication with institutional
investors, fund managers and analysts on key business issues. The Group has an investor relations department to facilitate engagement
with investors.
It is the Company’s policy that the following procedures should be adhered to with respect to AGM’s:
• All proxy votes are counted and read out at the AGM;
• Separate resolutions are proposed for each separate issue, including approval of the annual report and accounts;
• The Chairmen of the Audit, Remuneration and Nomination Committees are available for any questions at the meetings; and
• It is the Company’s intention that notice of the forthcoming AGM and related papers will be sent to shareholders at least 20 working days
before that meeting.
Internal control
The overall responsibility for easyJet’s systems of internal control and for reviewing its effectiveness rests with the Directors of the Company.
The responsibility for establishing and operating detailed control procedures lies with the Chief Executive. However, the internal control systems
are designed to manage rather than eliminate the risk of failure to achieve business objectives and by their nature can only provide reasonable
but not absolute assurance against material misstatement or loss.
A formal process established to identify, evaluate, manage and report upon significant risks faced by the Company is operated by the Company
Secretary under the direction of the Audit Committee. The process involves a rigorous mandatory reporting regime across middle tier
management with reporting of risks subject to review by a cross-functional executive committee which produces detailed risk reports to
the Board. This process has operated throughout the year and during the period from the year end to the signing of the financial statements.
The Board has conducted an annual review of the effectiveness of the system of internal control during the year.
Corporate governance
continued
47 easyJet plc
Annual report and accounts 2007
Early in the year, the internal control regime was enhanced by the creation of a whistleblower reporting function. The system is operated
by a specialist external third party service provider and allows employees to report concerns in confidence on a no names basis. The Audit
Committee approved the processes and reporting structure for the new function and receives regular reports on the operation of
the function.
An ongoing process for the effective management of risk has been defined by the Company Directors and has been adopted as follows:
• Ongoing assurance and risk management is provided through the various monitoring reviews and reporting mechanisms embedded into
the business operations. Key monitoring reviews include those conducted continuously in weekly meetings. Operational meetings include
the Safety Audit Group which meets monthly to discuss safety, security and environmental risks. The Safety Review Board meets monthly,
or more regularly where events require, to review safety performance. In addition, there are regular Commercial, Financial and IT
functional meetings.
• The Executive Management Team meets monthly to consider significant current risks. Individual department and overall business
performance is reviewed. The reporting of significant risks to the Executive Management Team and the Board of the Company has been
enhanced by the new risk management processes referred to above. Individual department and overall business performance is reviewed.
• Written reporting of current significant risks is provided to the Board on a monthly basis. Control weaknesses or failings are considered
by the Board if they arise.
• easyJet has had an Internal Audit function since 1 October 2006 which considers, reviews and tests internal control matters throughout the
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