«As filed with the United States Securities and Exchange Commission on July 26, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. ...»
Guarantees. Ryanair Holdings has provided an aggregate of €5,274.6 million in letters of guarantee to secure obligations of certain of its subsidiaries in respect of loans, capital market transactions and bank advances, including those relating to aircraft financing and related hedging transactions. This amount excludes guarantees given in relation to the 2013 Boeing Contract which total approximately $14.4 billion at list prices and which became effective following Ryanair Holdings shareholder approval at an EGM on June 18, 2013 and guarantees given in relation to the 2014 Boeing contract which total approximately $20.5 billion at list prices and which became effective following Ryanair Holdings shareholder approval at an EGM on November 28, 2014.
For information concerning the principal trends and uncertainties affecting the Company’s results of operations and financial condition, see “Item 3. Key Information—Risk Factors,” “Item 5. Operating and Financial Review and Prospects—Business Overview,” “—Results of Operations,” “—Liquidity and Capital Resources” and “Item 4. Information on the Company—Strategy—Responding to Current Challenges” above.
Inflation did not have a significant effect on the Company’s results of operations and financial condition during the three fiscal years ended March 31, 2016.
Item 6. Directors, Senior Management and Employees Ryanair Holdings was established in 1996 as a holding company for Ryanair.
The management of Ryanair Holdings and Ryanair are integrated, with the two companies having the same directors and executive officers.
(a) Executive Committee Member.
(b) Nomination Committee Member.
(c) Audit Committee Member.
(d) Safety Committee Member.
(e) Remuneration Committee Member.
(f) Mr. O’Leary is the CEO of both Ryanair Holdings and Ryanair. No other director is an executive officer of Ryanair Holdings or Ryanair.
David Bonderman (Chairman). David Bonderman has served as a director since August 1996 and as Chairman of the Board since December 1996. Mr. Bonderman also serves on the Boards of the following public companies: Caesars Entertainment Corporation, Pace Holdings Corp., and Kite Pharma, Inc. In addition, he serves on the Boards of The Wilderness Society, the Grand Canyon Trust, and the American Himalayan Foundation. He is a U.S. citizen.
Michael Cawley has served as a director since August 2014. Mr. Cawley previously worked with Ryanair for 17 years prior to his retirement and contributed enormously to Ryanair’s growth and success until he retired in March 2014. He served as Ryanair’s Deputy CEO and Chief Operating Officer. Mr. Cawley’s other non-executive directorships include Paddy Power plc, Kingspan Group plc and he is also Chairman of Failte Ireland, the Irish tourism authority. He is an Irish citizen.
Charles McCreevy has served as a director since May 2010. Mr. McCreevy has previously served as EU Commissioner for Internal Markets and Services (2004-2010) and has held positions in several Irish Government Ministerial Offices, including Minister for Finance (1997-2004), Minister for Tourism and Trade (1993-1994) and Minister for Social Welfare (1992-1993). He is an Irish citizen.
Declan McKeon has served as a director since May 2010. Mr. McKeon is a former audit partner of PricewaterhouseCoopers. He is currently a director, chairman of the Audit Committee, a member of the Nomination Committee and Senior Independent Director of Icon plc. Mr. McKeon is the Chairman of the Company’s Audit Committee. He is also a director and Chairman of the Audit Committee of GC Aesthetics. He is an Irish citizen.
Kyran McLaughlin has served as a director since January 2001, and is also Deputy Chairman and Head of Capital Markets at Davy Stockbrokers. Mr. McLaughlin advised Ryanair during its initial flotation on the Dublin and NASDAQ stock markets in 1997. Mr. McLaughlin is a non-executive director of Malin Corporation plc and also serves as a director of a number of other Irish private companies. He is an Irish citizen.
Howard Millar was appointed as a director of Ryanair in August 2015. Mr. Millar had served as Deputy Chief Executive Officer and Chief Financial Officer from 2003 to December 2014 and before that as Ryanair’s Director of Finance from 1993 and Financial Controller in 1992. Howard is Chairman of BDO Ireland, Chief Executive Officer of Stellwagen Capital, Chief Operating Officer of the Stellwagen Group and a member of Irelandia Aviation’s advisory board. He is also a non-executive director of Applegreen plc, and ASL Aviation Airlines Group Ltd. Howard is a graduate of Trinity College, Dublin and is a fellow of Chartered Certified Accountants. He is an Irish citizen.
R.A. (Dick) Milliken has served as a director since July 2013. Mr. Milliken is a former CFO of the Almac Group and former CEO of Lamont plc. A qualified Chartered Accountant, Mr. Milliken serves as a director of Bank of Ireland Mortgage Bank and Chairman of Bank of Ireland Mortgage Bank Audit Committee. Mr. Milliken is also Chairman of Northern Ireland Science Park and a director of a number of private companies. Mr. Milliken is a graduate of Queens University Belfast, a Fellow of the Institute of Chartered Accountants in Ireland and former Council member. He is a British citizen.
Mike O’Brien was appointed as a director of Ryanair in May 2016. Capt. O’Brien has a long and distinguished career in the aviation industry having just retired as Head of Flight Operations with the Maltese Civil Aviation Authority whom he joined in 2001, having previously served for 10 years as the Head of Operations Standards with the Irish Aviation Authority. Capt. O’Brien also served 4 years as the Chief Pilot and Flight Operations Manager of Ryanair from 1987 to 1991. He is an Irish citizen.
Michael O’Leary has served as a director of Ryanair Ltd. since 1988 and as CEO since 1994. Mr. O’Leary has served as a director of Ryanair Holdings since July 1996. He is an Irish citizen.
Julie O’Neill has served as a director since December 2012. Ms. O’Neill served as Secretary General of the Department of Transport, Ireland from 2002 to 2009 and, in a career that spanned 37 years in the Irish public service, worked in strategic policy development and implementation in eight Government Departments. She chairs the Sustainable Energy Authority of Ireland and the Audit Committee of Trinity College Dublin. She is a Senior Independent Director of Permanent tsb plc and a director of AXA Life Europe. She is an Irish citizen.
James Osborne has served as a director of Ryanair Holdings since August 1996, and has been a director of Ryanair Ltd. since April 1995. Mr. Osborne is a former managing partner of A & L Goodbody Solicitors. He is Chairman of OneView Healthcare plc and a director of James Hardie Industries plc. He also serves as a director of a number of Irish private companies. He is an Irish citizen.
Louise Phelan has served as a director since December 2012. Ms. Phelan is Vice President for PayPal Global Operations Europe Middle East and Africa (EMEA), and leads over 2,700 people in Dublin, Dundalk and Berlin. Ms.
Phelan is a member of the Board of Voxpro since January 2016. She is an Irish citizen.
The Board of Directors has established a number of committees, including the following:
Executive Committee. The Board of Directors established the Executive Committee in August 1996. The Executive Committee can exercise the powers exercisable by the full Board of Directors in circumstances in which action by the Board of Directors is required but it is impracticable to convene a meeting of the full Board of Directors.
Messrs. Bonderman, McLaughlin, O’Leary and Osborne are the members of the Executive Committee.
Remuneration Committee. The Board of Directors established the Remuneration Committee in September
1996. This committee has authority to determine the remuneration of senior executives of the Company and to administer the stock option plans described below. Senior Management remuneration is comprised of a fixed basic pay and performance related bonuses which are awarded based on a combination of budget and non-budget performance criteria. The Board of Directors as a whole determines the remuneration and bonuses of the CEO, who is the only executive director. Mr. Osborne, Mr. Millar and Ms. O’Neill are the members of the Remuneration Committee.
Audit Committee. The Board of Directors established the Audit Committee in September 1996 to make recommendations concerning the engagement of independent external auditors; to review with the auditors the plans for and scope of each annual audit, the audit procedures to be utilized and the results of the audit; to approve the professional services provided by the auditors; to review the independence of the auditors; and to review the adequacy and effectiveness of the Company’s internal accounting controls. Messrs. McKeon, McCreevy and Milliken are the members of the Audit Committee. In accordance with the recommendations of the Irish Combined Code of Corporate Governance (the “Combined Code”), a senior independent non-executive director, Mr. McKeon, is the chairman of the Audit Committee. All members of the Audit Committee are independent for purposes of the listing rules of the NASDAQ and the U.S. federal securities laws.
Nomination Committee. The Board of Directors established the Nomination Committee in May 1999 to make recommendations and proposals to the full Board of Directors concerning the selection of individuals to serve as executive and non-executive directors. The Board of Directors as a whole then makes appropriate determinations regarding such matters after considering such recommendations and proposals. Messrs. Bonderman, Cawley and Ms.
Phelan are the members of the Nomination Committee.
Safety Committee. The Board of Directors established the Safety Committee in March 1997 to review and discuss air safety and related issues. The Safety Committee reports to the full Board of Directors each quarter. The Safety Committee is composed of Mr. O’Brien and Mr. Sorahan, Chief Financial Officer and Accountable Manager for Safety (who both act as co-chairman), as well as the following executive officers of Ryanair: Messrs. Hickey, Wilson, the Chief Pilot, Captain Ray Conway and the Director of Safety and Security, Ms. Carol Sharkey. A number of other managers are invited to attend, as required, from time to time.
Powers of, and Action by, the Board of Directors
The Board of Directors is empowered by the Articles to carry on the business of Ryanair Holdings, subject to the Articles, provisions of general law and the right of stockholders to give directions to the directors by way of ordinary resolutions. Every director who is present at a meeting of the Board of Directors of Ryanair Holdings has one vote. In the case of a tie on a vote, the chairman of the Board of Directors has a second or tie-breaking vote. A director may designate an alternate director to attend any Board of Directors meeting, and such alternate director shall have all the rights of a director at such meeting.
The quorum for a meeting of the Board of Directors, unless another number is fixed by the directors, consists of three directors, a majority of whom must be EU nationals. The Articles require the vote of a majority of the directors (or alternates) present at a duly convened meeting for the approval of any action by the Board of Directors.
Composition and Term of Office The Articles provide that the Board of Directors shall consist of no fewer than three and no more than 15 directors, unless otherwise determined by the stockholders. There is no maximum age for a director and no director is required to own any shares of Ryanair Holdings.
Directors are elected (or have their appointments confirmed) at the annual general meetings of stockholders.
Capt. Mike O’Brien joined the Board as a Non-Executive Director on May 20, 2016 with oversight of Air Safety as John Leahy indicated his intention not to stand for re-election at the next Annual General Meeting which is scheduled to be held on September 14, 2016.
Exemptions from NASDAQ Corporate Governance Rules The Company relies on certain exemptions from the NASDAQ corporate governance rules. These
exemptions, and the practices the Company adheres to, are as follows:
• The Company is exempt from NASDAQ’s quorum requirements applicable to meetings of shareholders, which require a minimum quorum of 33% for any meeting of the holders of common stock, which in the Company’s case are its Ordinary Shares. In keeping with Irish generally accepted business practice, the Articles provide for a quorum for general meetings of shareholders of three shareholders, regardless of the level of their aggregate share ownership.
• The Company is exempt from NASDAQ’s requirement with respect to audit committee approval of related-party transactions, as well as its requirement that shareholders approve certain stock or asset purchases when a director, officer or substantial shareholder has an interest. The Company is subject to extensive provisions under the Listing Rules of the Irish Stock Exchange (the “Irish Listing Rules”) governing transactions with related parties, as defined therein, and the Irish Companies Act also restricts the extent to which Irish companies may enter into related-party transactions. In addition, the Articles contain provisions regarding disclosure of interests by the directors and restrictions on their votes in circumstances involving conflicts of interest. The concept of a related party for purposes of NASDAQ’s audit committee and shareholder approval rules differs in certain respects from the definition of a transaction with a related party under the Irish Listing Rules.