Invitation agenda Notes
Explanation of Business
The notes on the following pages explain the proposed resolutions.
Resolutions 01 to 10 are proposed as ordinary resolutions. This means that for each of
those resolutions to be passed, more than half of the votes cast must be in favour of the
resolution. Resolution 11 is proposed as a special resolution. This means that for resolution
11 to be passed, not less than 75% of the votes cast must be in favour of the resolution.
resolution 01 Annual Report and Accounts
The directors must present their report and the Company’s accounts for the year ended
31 December 2013 to shareholders at the AGM. The Annual Report and Accounts contain
the directors’ report, the accounts, and the report of the Company’s auditors for financial
year 2013 on the accounts and on those parts of the directors’ remuneration report that
are capable of being audited.
Resolutions 02 and 03 Approval of directors’ remuneration report and the
directors' remuneration policy
Resolutions 02 and 03 provide for the approval of the directors’ remuneration report and
the directors' remuneration policy for the year ended 31 December 2013.
The directors’ remuneration report, which may be found on pages 87 to 108 of the Annual
Report and Accounts, provides details of your directors’ remuneration for the year ended
31 December 2013 and sets out the Company’s overall policy on directors’ remuneration.
As required by the Companies Act 2006 and the Large and Medium-Sized Companies and
Groups (Accounts and Reports) Regulations 2013, the Company’s auditors for financial year
2013, KPMG LLP, have audited those parts of the directors’ remuneration report capable
of being audited, and their report may be found on pages 115 to 116 of the Annual Report
and Accounts.
The directors’ remuneration policy, which may be found on pages 89 to 97 of the Annual
Report and Accounts, sets out the Company’s proposed policy on directors’ remuneration.
The Company’s board of directors (the “Board”) considers that appropriate executive
remuneration plays a vital part in helping to achieve the Company’s overall objectives.
Accordingly, and in compliance with the Companies Act 2006, shareholders will be invited
to approve the directors’ remuneration report and separately the directors’ remuneration
policy.
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Invitation agenda Notes
The vote on the directors’ remuneration report is advisory in nature in that payments made
or promised to directors will not have to be repaid, reduced or withheld in the event that
the resolution is not passed.
In contrast, the vote on the directors’ remuneration policy is binding in nature in that the
Company may not make a remuneration payment or payment for loss of office to a person
who is, is to be, or has been a director of Company unless that payment is consistent
with the approved directors’ remuneration policy, or has otherwise been approved by a
resolution of members.
If resolution 03 is passed, the directors’ remuneration policy will take effect from 1
January 2015. A remuneration policy will then be put to shareholders again no later than
31 December 2017. If a resolution in respect of the directors’ remuneration report is not
passed in any future year, the remuneration policy will be presented to shareholders for
approval at the following AGM.
resolution 04
Re-appointment of director Johannes Zurnieden
Johannes Zurnieden was appointed to the Board as a non-executive director on 9 May
2006. Resolution 04 proposes his re-appointment in accordance with article 145 of the
Company’s articles of association. If resolution 04 is passed, the re-appointment will take
effect at the AGM’s conclusion. Mr Zurnieden’s biographical details are provided below.
Mr Zurnieden was born on 28 June 1950 in Bergisch Gladbach, Germany. After studying
law and psychology at the Rheinische-Friedrich-Wilhelms University in Bonn, Mr Zurnieden
assumed the position of Managing Director at Phoenix Reisen GmbH in 1973. In 1994 he
was appointed Deputy Chairman of the Supervisory Board of the German Fare Insurance
Association (“Deutscher Reisepreis Sicherungsverein”) and, in 1998, Vice-President of the
German Tourism Association (“Deutscher ReiseVerband”). He also has accepted appointments to the advisory boards of the insurance company Europäische Reiseversicherung
AG, Commerzbank AG and Sparkasse Köln-Bonn.
Until 31 December 2010, Johannes Zurnieden served as chairman of the Company’s Board
and as a member of the Company’s Nominations and Remuneration Committees. Currently
Mr Zurnieden is a member of the Company’s Remuneration and Nomination Committees.
resolution 05
Re-appointment of director Nicholas Teller
Nicholas Teller was appointed to the Board as a non-executive director on 9 May 2006.
Resolution 05 proposes his re-appointment in accordance with article 145 of the Company’s
articles of association. If resolution 05 is passed, the re-appointment will take effect at the
AGM’s conclusion. Mr Teller’s biographical details are provided below.
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Invitation agenda Notes
Mr Teller was born on 16 June 1959 in London, Great Britain. Upon graduating from the
University of Birmingham with a Bachelor of Commerce, Mr Teller began his career in 1982
with Commerzbank in London. After holding positions as Branch Director of Commerzbank
Prague and executive management positions at Commerzbank’s Hamburg branch, Nicholas
Teller was appointed as a Regional Board Member and, from 2003 until 2008, served as
a member of the Management Board of Commerzbank AG. Since August 2008, Mr Teller
has held the position of Chief Executive Officer of E.R. Capital Holding GmbH & Cie. KG in
Hamburg. He currently is a member of the Central Advisory Board of Commerzbank AG and
serves on the Executive Committee of the Board of Directors of the American Chamber of
Commerce in Germany e.V. Until 7 May 2014, he was a member of the Supervisory Board
(“Verwaltungsrat”) of Next Generation Finance Invest AG, Zug (now renamed Ayondo
Holding AG). He is also the non-executive Chairman of SHL Telemedizin.
Nicholas Teller currently is a member of the Company’s Audit, Remuneration and Finance
Committees, the latter of which he chairs.
resolution 06
Re-appointment of director Dr Lothar Steinebach
Dr Lothar Steinebach was appointed to the Board as a non-executive director on 1 October
2013. Resolution 06 proposes his re-appointment in accordance with article 144 of the
Company’s articles of association. If resolution 06 is passed, the re-appointment will take
effect at the AGM’s conclusion. Dr Steinebach’s biographical details are provided below.
Dr Steinebach was born on 25 January 1948 in Wiesbaden, Germany. He completed his
legal education in Germany, becoming an Assessor (Law) (“Volljurist”), and his studies in
American law, obtaining an LL.M. degree. He also completed his doctorate in 1982.
Dr
Steinebach commenced his career at Henkel KGaA in the legal department in 1980. At
Henkel, he was the Divisional Director with international responsibilities from 1989 to 1995.
He was a member of the Management Committee of Henkel KGaA from 1995 to 2003, and
was responsible for finance and controlling. From 2003 to 2012, he was a member of the
Management Board of Henkel AG & Co. KGaA as the Executive Vice President & Chief
Financial Officer, responsible for the finance, procurement, IT, and legal departments.
Dr. Steinebach is a member of the Supervisory Board of ALTANA AG, Carl Zeiss AG, Ralf
Schmitz GmbH & Co. KGaA, and ThyssenKrupp AG. He is also a member of the Advisory
Board of Diem Client Partner AG, Switzerland.
Currently Dr Lothar Steinebach is a member of the Company’s Nomination and Audit
Committees, the latter of which he chairs.
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Invitation resolution 07
agenda Notes
Re-appointment of Director Andries van Luijk
Andries van Luijk was appointed to the Board on 1 October 2013. Resolution 07 proposes
his re-appointment in accordance with article 144 of the Company’s articles of association.
If resolution 07 is passed, the re-appointment will take effect at the AGM’s conclusion. Mr
van Luijk’s biographical details are provided below.
Mr van Luijk was born on 16 September 1945 in The Hague, Netherlands. He studied
economics at Rotterdam University and management studies at the Institute for Social
Studies in The Hague. Mr van Luijk holds a degree in Business Administration. He commenced his career at KLM Royal Dutch Airlines in 1969. He has held numerous international
senior executive positions until 1999, and most recently was the EVP of passenger sales
and services as well as Chairman of the joint venture between KLM and the US carrier
Northwest Airlines. Mr van Luijk is an advisor to the Board of Jet Airways, member of the
Advisory Board of Deerns (Consulting Engineers), Chairman of the Board of Jet Air WW,
AG, Chairman of the Advisory Board of MI Airline, and Chairman of the Advisory Board
of Orfeo Clinic.
With regard to resolutions 04, 05, 06 and 07, the Board is of the opinion that non-executive
directors Mr Zurnieden, Mr Teller, Dr Steinebach, and Mr van Luijk each offering himself
for re-election, continue to make effective and valuable contributions and demonstrate
commitment to their respective roles. Furthermore, with regard to resolutions 04, 05, 06
and 07, the Board is of the opinion that non-executive directors Mr Zurnieden, Mr Teller,
Dr ­Steinebach and Mr van Luijk are independent in character and judgment. Therefore, the
Board unanimously recommends that each of Mr Zurnieden, Mr Teller, Dr Steinebach and
Mr van Luijk should be re-appointed as their broad, current and relevant business experience allows them to contribute effectively to the Company’s leadership.
Details of the committees on which directors sat for the year ended 31 December 2013 are
set out on pages 76 to 77 of the Annual Report and Accounts.
resolution 08
re-Appointment of auditors
Resolution 08 proposes the re-appointment of KPMG LLP as the Company’s auditors, until
the conclusion of the Company’s next general meeting at which accounts are laid.
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Invitation agenda Notes
resolution 09
Authorisation of the directors to agree the auditors’
remuneration
Resolution 09 authorises the directors to determine the auditors’ remuneration.
resolution 10
Authority to make “political donations”
It is not proposed or intended to alter the Company’s policy of not making political donations, within the normal meaning of that expression. However, it may be that some of the
Company’s activities may fall within the potentially wide definition of �political donations�
under the Companies Act 2006 and, without the necessary authorisation, the Company’s
ability to communicate its views effectively to political audiences and to relevant interest
groups could be inhibited. Such activities may include briefings at receptions or conferences – when the Company seeks to communicate its views on issues vital to its business
interests – including, for example, conferences of trade unions, political parties or special
interest groups in the airline industry.
Accordingly, the Company believes that the authority contained in this resolution is
necessary to allow it and its subsidiaries to fund activities which the Company believes
are in the interests of shareholders to support. Such authority will enable the Company
and its subsidiaries to be sure that they do not, because of any uncertainty as to the bodies
or the activities covered by the Companies Act 2006 provisions on political donations,
unintentionally commit a technical breach of those provisions. Any expenditure which may
be incurred under authority of this resolution will be disclosed in next year’s annual report.
resolution 11
Amendment of Articles of Association
It is proposed in resolution 11 to amend the articles of association of the Company to
give additional flexibility to the Board with respect to the composition and proceedings
of committees of the Board. The amendment proposed to Article 156 will remove the
current requirement that co-opted members of a committee of the Board must form less
than half of the membership of that committee. The amendment proposed to Article 187
will remove the requirement that any written resolution of a committee of the Board must
be passed by the number of directors required to form a quorum of the Board in order for
such a resolution to be valid.
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