Explanation of business
Supporting information on the items of business are presented below.
>> Resolution 1 >>
Annual report and accounts 2010
The directors must present the report of the directors and the accounts of the Company for the year ended 31 December 2010 to Shareholders at the AGM. The report of
the directors, the accounts, and the report of the Company’s auditors on the accounts
and on those parts of the directors’ remuneration report that are capable of being
audited are contained within the annual report and accounts.
>> Resolution 2 >>
Approval of directors’ remuneration report
The directors’ remuneration report, which may be found on pages 90 to 98 of the
annual report and accounts, gives details of your directors’ remuneration for the year
ended 31 December 2010 and sets out the Company’s overall policy on directors’
remuneration. As required by the Large and Medium-Sized Companies and Groups
(Accounts and Reports) Regulations 2008, the Company’s auditors, KPMG Audit Plc,
have audited those parts of the directors’ remuneration report capable of being
audited and their report may be found on pages 102 to 103 of the annual report and
accounts.
The board considers that appropriate executive remuneration plays a vital part in helping to achieve the Company’s overall objectives and, accordingly, and in compliance
with the Companies Act 2006, Shareholders will be invited to approve the directors’
remuneration report.
Resolution 2 provides for the approval of the directors’ remuneration report for the
year ended 31 December 2010.
Letter of Invitation Agenda Notes
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>> Resolution 3 >>
Re-election of directors: Barbara Cassani
Barbara Cassani has been appointed to the board effective 1 May 2011. Resolution 3
proposes her reappointment in accordance with the Company’s articles of association.
If Resolution 3 is passed, the re-appointment will take effect at the conclusion of the
meeting. Biographical details of Ms Cassani are given below.
After receiving a Bachelor of Arts in International Relations from Mount Holyoke College
(magna cum laude) and a Master of Public and International Affairs from Princeton
University, Ms Cassani began her career in 1984 as a management consultant with
Coopers & Lybrand. Thereafter she held various positions with British Airways plc,
including as General Manager-USA. In 1997 she founded and was appointed Chief
Executive Officer of Go Fly Limited, a position she held until 2002. Ms Cassani served
as Chairman for London’s successful bid to host the 2012 Olympic and Paralympic
Games. In 2007 Ms Cassani served as Chairman at Vueling Airlines, and from 2008
through 2010 was Executive Chairman of Jurys Inns.
>> Resolution 4 >>
Re-election of directors: Saad H. Hammad
Saad H. Hammad has been appointed to the board effective 1 May 2011. Resolution 4
proposes his reappointment in accordance with the Company’s articles of association.
If Resolution 4 is passed, the re-appointment will take effect at the conclusion of the
meeting. Biographical details of Mr Hammad are given below.
Following completion of a Bachelor (Hons) in Politics, Philosophy & Economics at
Oxford University in 1984 and a Master of Business Administration at INSEAD, France
in 1985, Mr Hammad held a number of senior and executive positions with various
international companies, including Brand Manager with The Procter and Gamble
Company, Chief Executive Officer of Autocascade Limited and Managing Director
of Tibbett & Britten Group PLC’s European business. From 2005 through 2009,
Mr Hammad served as the Chief Commercial Officer of Easyjet plc. Mr Hammad
currently is a Managing Director at The Gores Group, LLC where he is the Operations
lead for Europe. In addition, he served between 2007 and 2009 as a non-executive
director with Optos plc.
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>> Resolution 5 >>
Re-election of directors: Ulf Hüttmeyer
Ulf Hüttmeyer was appointed to the board on 1 February 2006. Resolution 5 proposes
his re-appointment in accordance with the Company’s articles of association. If
Resolution 5 is passed, the re-appointment will take effect at the conclusion of the
meeting. Biographical details of Mr Hüttmeyer are given below.
Ulf Hüttmeyer was born on 9 July 1973 in Wildeshausen, Germany. Following completion of studies in economics, concluding with a degree in business administration,
Mr Hüttmeyer began his career in 1996 as an analyst with Commerzbank in the credit
and financing division followed by various assignments in Germany and Singapore.
Thereafter, Mr Hüttmeyer served as Group Manager for Corporate Client Services in
Berlin and was promoted to Director at the beginning of 2005. Since 1 February 2006,
Mr Hüttmeyer has served as the Company’s Chief Financial Officer.
>> Resolution 6 >>
Re-election of directors: Nicholas Teller
Nicholas Teller was appointed to the board on 9 May 2006. Resolution 6 proposes his
re-appointment in accordance with the Company’s articles of association. If Resolution
6 is passed, the re-appointment will take effect at the conclusion of the meeting.
Biographical details of Mr Teller are given below.
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 with Commerzbank Prague and executive management positions
at the Commerzbank 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. Until June 2010
he was a member of the Management Board of Eurex Zürich AG. He currently is a member of the Central Advisory Board of Commerzbank AG and is on the Board of Directors
of the American Chamber of Commerce in Germany e.V. Nicholas Teller currently
is a member of the Company’s Audit, Remuneration and Finance Committees.
Letter of Invitation Agenda Notes
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>> Resolution 7 >>
Re-election of directors: Johannes Zurnieden
Johannes Zurnieden was appointed to the board on 9 May 2006. Resolution 7 proposes
his re-appointment as required by the Company’s articles of association. If Resolution
7 is passed, the re-appointment will take effect at the conclusion of the meeting.
Biographical details of Mr Zurnieden are given below.
After several semesters studying law and psychology at the Rheinische-FriedrichWilhelms 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 board and as
a member of the Company’s Nominations and Remuneration Committees. Currently
Mr Zurnieden is a member of the Company’s Remuneration Committee.
The board has confirmed, following a performance review, that each of Mr Hüttmeyer,
Mr Teller and Mr Zurnieden continue to perform effectively and demonstrate commitment to their roles. The board is content that each non-executive director offering
himself or herself for re-election (including Ms Cassani and Mr Hammad) is independent in character and there are no relationships or circumstances likely to affect his or
her character or judgment. Therefore, the board considers that each of Ms Cassani,
Mr Hammad, Mr Hüttmeyer, Mr Teller and Mr Zurnieden should be re-appointed as their
wide, current and relevant business experience allows them to contribute effectively
to the leadership of the Company.
>> Resolution 8 >>
Re-appointment of auditors
The auditors of a company must be re-appointed at each general meeting at which
accounts are laid. Resolution 8 proposes the re-appointment of the Company’s existing auditors, KPMG Audit Plc, until the conclusion of the next general meeting of the
Company at which accounts are laid.
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>> Resolution 9 >>
Authorisation of the directors to agree
the auditors’ remuneration
Resolution 9 gives authority to 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, given the breadth
of the Political Parties, Elections and Referendums Act 2000 (the “Act”), it may be
that some of the Company’s activities may fall within the wide definitions under the
Act 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 to fund activities which the Company believes are in the interests
of Shareholders to support. Such authority will enable the Company to be sure that
it does not, because of any uncertainty as to the bodies or the activities covered by
the Act, unintentionally commit a technical breach of the Act. Any expenditure which
may be incurred under authority of this resolution will be disclosed in next year’s
annual report.
Letter of Invitation Agenda Notes
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