Saturday 24 February 2018

Governance experts urge shareholders to oppose re-election of Ryanair directors

David Bonderman
David Bonderman
John Mulligan

John Mulligan

Influential shareholder advisory group Pirc has urged Ryanair investors to oppose a number of key resolutions at the airline's upcoming annual general meeting, including the re-election of most of its directors.

Pensions and Investment Research Consultants (Pirc) has on a number of previous occasions advised shareholders to oppose the re-election of Ryanair directors including chairman David Bonderman. Mr Bonderman has been chairman of Ryanair since 1996.

The advisory group claims that there is "insufficient independent representation on the board".

"Non-executive chairman David Bonderman is not considered to be independent as he has been on the board for more than nine years," noted Pirc. "In addition, he is a shareholder of the company through Irish Air."

Pirc is also advising that shareholders approve Ryanair's remuneration policy, with an advisory note.

"Variable remuneration for the short-term incentives appears to be consistently capped, and the payout is in line with best practice," Pirc notes.

"However," it continued, "the company has not disclosed quantified targets or performance criteria for its variable remuneration component, especially for long-term incentives, which may lead to overpayment against underperformance."

Pirc added: "The company reports that it engaged with shareholders on corporate governance issues and met most large shareholders during the past year to discuss remuneration policies. However, the content of such meetings is not fully available, no specific follow-up steps have been disclosed by the company, and the remuneration policy has remained de facto untouched."

Pirc has also advised investors to oppose votes for the re-election of former finance minister Charlie McCreevy to the Ryanair board; as well as PayPay executive Louise Phelan; former Ryanair deputy chief executives Michael Cawley and Howard Millar; as well as Davy Stockbrokers deputy chairman Kyran Mclaughlin.

PIRC has told shareholders that they should vote in favour of the re-election of CEO Michael O'Leary to the board, and also for the election of former Kerry Group CEO Stan McCarthy.

Ryanair holds its annual general meeting on September 21.

“We’re confident that all of the pay resolutions will be overwhelmingly passed by shareholders this year, as they are each year. Last year over 85pc of shareholders (a majority of six to one) approved the remuneration report," said a Ryanair spokesman.

Irish Independent

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