REG - Ryanair Holdings PLC - Annual Financial Report <Origin Href="QuoteRef">RYA.I</Origin> - Part 2

Ryanair HoldingsAnnouncement

06/09/2014 22:39

- Part 2: For the preceding part double click  ID:nRSd7552Na 

and practices, major judgmental areas and compliance with stock exchange, legal and regulatory requirements. The Committee
receives reports at the meeting from the external auditors identifying any accounting or judgmental issues requiring its
attention; 
 
·      The Committee also meets with external auditors to review the Annual Report and Form 20F, which is filed annually
with the United States Securities and Exchange Commission and with the Irish Companies Office; 
 
·      The Committee regularly reviews Turnbull Risk management reports completed by management; 
 
·      The Committee conducts an annual assessment of the operation of the Group's system of internal control based on a
detailed review carried out by the internal audit department. The results of this assessment are reviewed by the Committee
and are reported to the Board; 
 
·      The Committee makes recommendations to the Board in relation to the appointment of the external auditor. Each year,
the Committee meets with the external auditor and reviews their procedures and the safeguards which have been put in place
to ensure their objectivity and independence in accordance with regulatory and professional requirements; 
 
·      The Committee reviews and approves the external audit plan and the findings from the external audit of the financial
statements; 
 
·      On a semi annual basis, the Audit Committee receives an extensive report from the Head of Internal Audit detailing
the reviews performed during the year and a risk assessment of the Company; 
 
·      The Head of Internal Audit also reports to the Committee on other issues including, in the year under review,
updates in relation to Section 404 of the Sarbanes-Oxley Act 2002 and the arrangements in place to enable employees to
raise concerns, in confidence, in relation to possible wrongdoing in financial reporting or other matters. (A copy of
Section 404 of the Sarbanes-Oxley Act 2002 can be obtained from the United States Securities and Exchange Commission's
website, www.sec.gov); and 
 
·      The Committee has a process in place to ensure the independence of the audit is not compromised, which includes
monitoring the nature and extent of services provided by the external auditors through its annual review of fees paid to
the external auditors for audit and non-audit work. Details of the amounts paid to the external auditors during the year
for audit and other services are set out in Note 19 on page 189. 
 
In addition the Committee was requested by the board to consider whether the annual report, taken as a whole, is fair,
balanced and understandable, and provides the information necessary for shareholders to assess the company's performance,
business model and strategy. In doing so, the Committee considered whether the financial statements are consistent with the
Chairman's Report, the Chief Executive's Report and operating and financial information elsewhere in the annual report. 
 
In considering the fairness, balance and understandability of the annual report, the Committee had regard to the
significant issues considered by the Committee in relation to the financial statements, set out below. Each of these
significant isssues was addressed in the report received from the external auditors and was discussed with management and
the external auditors. 
 
The Committee reported to the board its conclusion that the annual report, taken as a whole is fair, balanced and
understandable and provides the information necessary for shareholders to assess the Company's performance, business model
and strategy. 
 
Significant issues considered by the Committee in relation to the financial statements and how these issues were addressed,
having regard to matters communicated to it by the auditors 
 
·      On page 91, one of the critical accounting policies referred to is that for long lived assets. There is a detailed
description of the matters of estimate and the judgemental issues arising from the application of the Company's policy for
accounting for such assets and how the Company dealt with these. The Audit Committee had detailed discussions with
management around its conclusions in relation to the expected useful lives of the assets, the expected residual lives of
the assets and whether there are impairment indicators in respect of the assets. In particular, while the airline industry
as a whole has from time to time experienced issues which would present as impairment indicators, this has not impacted on
Ryanair, because of the positive cash flows these long lived assets generate. The Audit Committee agreed with managements
approach and conclusions in relation to the accounting for long lived assets; 
 
·      On pages 91 and 92 the critical accounting policy for heavy maintenance is similarly described in detail, in
particular the factors upon which Ryanair relied in making its estimates in determining the quantum of both the initial
maintenance asset and / or the amount of provisions to be recorded and the respective periods over which such amounts are
charged to income. Having considered the results of management's deliberations in this area and the reliability of
estimates made in previous years, the Audit Committee concurred with management's approach and conclusions in relation to
the accounting for heavy maintenance; 
 
·      On page 92, one of the Risks related to the Company that is identified is that "Ryanair is Subject to Tax Audits",
which by their nature are often complex and can require several years to conclude. The Audit Committee considered the key
judgements made in estimating the tax charge including provisioning relating to jurisdictions where the Group's tax affairs
are under investigation by the relevant authorities. The Audit Committee reviewed the status of the tax audits, together
with the advice of relevant members of the management team and external tax advisors, and agreed that the provisioning for
any potential exposures is appropriate. 
 
·      On page 28 of the Corporate Governance Report, in considering management's assessment of the Group's ability to
continue as a going concern, the Audit Committee had regard to the E850.0 million eurobond Issuance in June 2014, available
financing facilities, facility headroom, the cash on hand of approximately E3.2bn and the sensitivity to changes in these
items. The Committee focussed on the Group's cash generation projections through to the end of the current aircraft
purchase programme in the financial year ending 31 March 2019. On the basis of the review performed, and the discussions
held with management, the Committee was satisfied that that it was appropriate that the financial statements should
continue to be prepared on a going concern basis, and that there were no material uncertainties that may cast significant
doubt on the Group's ability to continue as a going concern which need to be disclosed in the annual report. 
 
The Audit Committee meets the external auditors four times per year. At these meetings: 
 
·      the external audit plan is considered and approved; 
 
·      the quarterly, interim and annual results are considered and approved, following consideration of the significant
issues relating to these matters, having regard to matters communicated to the Audit Committee by the external auditors; 
 
·      the Annual Report and Form 20F, which is filed annually with the United States Securities and Exchange Commission, 
the Irish Stock Exchange and the London Stock Exchange, is considered and approved; 
 
·      the procedures and safeguards which the external auditors have put in place to ensure their objectivity and
independence in accordance with regulatory and professional requirements are reviewed; 
 
·      the letters of engagement and representation are reviewed; and 
 
·      the fees paid to the external auditors for audit and non audit work are reviewed, to ensure that the fee levels are
appropriate and that audit independence is not compromised through the level of non audit fees and the nature of non audit
work carried out by the external auditors. 
 
In addition the Audit Committee completed an evaluation questionnaire on the external auditor process. 
 
The last external audit tender was conducted in 2010. Detailed consideration was given to the external audit arrangements
in 2013. It was concluded that, in the light of the performance of the external auditors and  partner rotation plans that a
decision as to the timing of the next tender process would be made following consideration of the FRC guidance and new EU
regulations in this area. KPMG have been auditors to the Company since its incorporation in 1985. 
 
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 the achievement of individual objectives and the Company's financial performance. The Board of Directors as
a whole determines the remuneration and bonuses of the Chief Executive Officer, who is the only executive director. James
Osborne, Louise Phelan and Julie O'Neill are the members of the Remuneration Committee. 
 
The role and responsibilities of the Remuneration Committee are set out in its written terms of reference, which are
available on the Company's website www.ryanair.com. The terms of Reference of the Remuneration Committee are reviewed
annually. 
 
Nomination Committee 
 
Messrs. David Bonderman, Michael O'Leary and Kyran McLaughlin are the members of the Nomination Committee. The Nomination
Committee assists the Board in ensuring that the composition of the Board and its Committees is appropriate to the needs of
the Company by: 
 
·      assessing the skills, knowledge, experience and diversity required on the Board and the extent to which each are
represented; 
 
·      establishing processes for the identification of suitable candidates for appointment to the Board; and 
 
·      overseeing succession planning for the Board and senior management. 
 
The role and responsibilities of the Nomination Committee are set out in its written terms of reference, which are
available on the Company's website www.ryanair.com. The Nomination Committee use their extensive business and professional
contacts to identify suitable candidates. The terms of Reference of the Nomination Committee are reviewed annually. 
 
Air Safety Committee 
 
The Board of Directors established the Air Safety Committee in March 1997 to review and discuss air safety and related
issues. The Air Safety Committee reports to the full Board of Directors each quarter. The Air Safety Committee is composed
of Michael Horgan and Howard Millar, Chief Financial Officer and the Accountable Manager for Safety (who both act as
co-chairman), as well as the following executive officers of Ryanair: Messrs. Michael Hickey, David O'Brien, Edward Wilson
and Chief Pilot, Mr Ray Conway. 
 
Code of Business Conduct 
 
Ryanair's standards of integrity and ethical values have been established and are documented in Ryanair's Code of Business
Conduct. This code is applicable to all Ryanair employees. There are established channels for reporting code violations or
other concerns in a confidential manner. The Head of Internal Audit investigates any instances and reports findings
directly to the Audit Committee.  The Code is available on the Company's website, www.ryanair.com. 
 
Attendance at Board and Committee meetings during the year ended March 31, 2014: 
 
                     Board  Audit  Air Safety  Remuneration  Executive  Nomination  
 David Bonderman     8/9    -      -           -             6/6        1/1         
 Michael Horgan      9/9    -      4/4         -             -          -           
 Charles McCreevy    8/9    5/5    -           -             -          -           
 Declan McKeon       9/9    5/5    -           -             -          -           
 Kyran McLaughlin    8/9    -      -           -             6/6        1/1         
 Dick Milliken (i)   6/6    3/3    -           -             -          -           
 Michael O'Leary     9/9    -      -           2/2           6/6        1/1         
 Julie O'Neill       9/9    -      -           2/2           -          -           
 James Osborne (ii)  8/9    2/2    -           2/2           5/6        1/1         
 Louise Phelan       9/9    -      -           2/2           -          -           
 
 
(i)            Dick Milliken was appointed to the Board of Directors on July 26, 2013 and was appointed to the Audit
Committee on August 5, 2013. 
 
(ii)           James Osborne retired from the Audit Committee effective August 5, 2013.  He attended the Nomination
Committee meetings in his role as the Senior Independent Director. 
 
Performance Evaluation 
 
The Board has established a formal process to annually evaluate the performance of the Board, that of its principal
Committees, the Audit, Nomination and Remuneration committees, and that of the Chief Executive,  the Chairman and
individual non-executive directors. The Board anticipates that the formal evaluation will be completed yearly. Based on the
evaluation process completed, the Board considers that the principal Committees have performed effectively throughout the
year. As part of the Board evaluation of its own performance, questionnaires are circulated to all directors. The
questionnaire is designed to obtain directors' comments regarding the performance of the Board, the effectiveness of Board
communications, the ability of directors to contribute to the development of strategy and the effectiveness with which the
Board monitors risk and oversees Ryanair's progress.  Directors are also invited to make recommendations for improvement. 
 
The Chairman, on behalf of the Board, reviews the evaluations of performance of the non-executive directors on an annual
basis. The non-executive directors, led by the Senior Independent Director, meet annually without the Chairman present to
evaluate his performance, having taken into account the views of the executive director. The non-executive directors also
evaluate the performance of the executive director. These evaluations are designed to determine whether each director
continues to contribute effectively and to demonstrate commitment to the role. 
 
The Audit, Nomination and Remuneration committees carry out annual reviews of their own performance and terms of reference
to ensure they are operating at maximum effectiveness and recommend any changes they consider necessary to the Board for
approval. 
 
The Board considers the results of the evaluation process and any issues identified.  The above evaluations were conducted
in May 2013 and were presented to the Board at the September 2013 Board meeting in respect of the year under review. 
 
Shareholders 
 
Ryanair recognises the importance of communications with shareholders. Ryanair communicates with all of its shareholders
following the release of quarterly and annual results directly via road shows, investor days and/or by conference calls.
The Chief Executive, senior financial, operational, and commercial management participate in these events. 
 
During the year ended March 31, 2014 the Company held discussions with a substantial number of institutional investors. 
 
The Board is kept informed of the views of shareholders through the executive director's and executive management's
attendance at investor presentations and results presentations. Furthermore, relevant feedback from such meetings and
investor relations analyst reports are provided to the entire Board on a regular basis. In addition, the Board determines,
on a case by case basis, specific issues where it would be appropriate for the Chairman and/or Senior Independent Director
to communicate directly with shareholders or to indicate that they are available to communicate if shareholders so wish. If
any of the non-executive directors wishes to attend meetings with major shareholders, arrangements are made accordingly. 
 
General Meetings 
 
All shareholders are given adequate notice of the AGM at which the Chairman reviews the results and comments on current
business activity. Financial, operational and other information on the Company is provided on our website at
www.ryanair.com. 
 
Ryanair will continue to propose a separate resolution at the AGM on each substantially separate issue, including a
separate resolution relating to the Directors' Report and financial statements. In order to comply with the 2012 Code,
proxy votes will be announced at the AGM, following each vote on a show of hands, except in the event of a poll being
called. The Board Chairman and the Chairmen of the Audit and Remuneration Committees are available to answer questions from
all shareholders. 
 
The Chief Executive makes a presentation at the Annual General Meeting on the Group's business and its performance during
the prior year and answers questions from shareholders. The AGM affords shareholders the opportunity to question the
Chairman and the Board. 
 
All holders of Ordinary Shares are entitled to attend, speak and vote at general meetings of the Company, subject to
limitations described under note "Limitations on the Right to Own Shares" on page 127. In accordance with Irish company
law, the Company specifies record dates for general meetings, by which date shareholders must be registered in the Register
of Members of the Company to be entitled to attend.  Record dates are specified in the notes to the Notice convening the
meeting. 
 
Shareholders may exercise their right to vote by appointing a proxy/proxies, by electronic means or in writing, to vote
some or all of their shares. The requirements for the receipt of valid proxy forms are set out in the notes to the Notice
convening the Meeting. 
 
A shareholder or group of shareholders, holding at least 5% of the issued share capital has the right to requisition a
general meeting. A shareholder, or a group of shareholders, holding at least 3% of the issued share capital of the Company,
has the right to put an item on the agenda of an AGM or to table a draft resolution for an item on the agenda of the
general meeting provided that such item is accompanied by reasons justifying its inclusion or the full text of any draft
resolution proposed to be adopted at the general meeting. A request by a member to put an item on the agenda or to table a
draft resolution shall be received by the company in hardcopy form or in electronic form at least 42 days before the AGM to
which it relates. 
 
Notice of the Annual General Meeting and the Form of Proxy are sent to shareholders at least twenty-one working days before
the meeting. The Company's Annual Report is available on the Company's website, www.ryanair.com. The 2014 Annual General
Meeting will be held at 9a.m. on September 25, 2014 in the Radisson Blu Hotel, Dublin Airport, Co Dublin, Ireland. 
 
All general meetings other than the Annual General Meeting are called Extraordinary General Meetings (EGMs). An EGM must be
called by giving at least twenty-one clear days' notice. Except in relation to an adjourned meeting, three members, present
in person or by proxy, entitled to vote upon the business to be transacted, shall be a quorum. The passing of resolutions
at a general meeting, other than special resolution, requires a simple majority. To be passed, a special resolution
requires a majority of at least 75% of the votes cast. Votes may be given in person by a show of hands, or by proxy. 
 
At the Meeting, after each resolution has been dealt with, details are given of the level of proxy votes cast on each
resolution and the numbers for, against and withheld.  This information is made available on the Company's website
following the meeting. 
 
Risk Management and Internal Control 
 
The directors have overall responsibility for the Company's system of risk management and internal control and for
reviewing its effectiveness. The directors acknowledge their responsibility for the system of risk management and internal
control which is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can
provide only reasonable and not absolute assurance against material misstatement or loss. 
 
In accordance with the revised FRC (Turnbull) guidance for directors on internal control published in October 2005,
'Internal Control: Revised Guidance for Directors on the Combined Code', the Board confirms that there is an ongoing
process for identifying, evaluating and managing any significant risks faced by the Group, that it has been in place for
the year under review and up to the date of approval of the financial statements and that this process is regularly
reviewed by the Board. 
 
In accordance with the provisions of the 2012 Code the directors review the effectiveness of the Company's system of
internal control including: 
 
·      Financial 
 
·      Operational 
 
·      Compliance 
 
·      Risk Management 
 
The Board is ultimately responsible for the Company's system of risk management and internal controls and for monitoring
its effectiveness. The key procedures that have been established to provide effective risk management and internal control
include: 
 
·   a strong and independent Board which meets at least 4 times a year and has separate Chief Executive and Chairman
roles; 
 
·   a clearly defined organisational structure along functional lines and a clear division of responsibility and authority
in the Company; 
 
·   a comprehensive system of internal financial reporting which includes preparation of detailed monthly management
accounts, providing key performance indicators and financial results for each major function within the Company; 
 
·   preparation and issue of financial reports to shareholders and the markets, including the Annual Report and
consolidated financial statements, is overseen by the Audit Committee. The Company's financial reporting process is
controlled using documented accounting policies and reporting formats, supplemented by detailed instructions and guidance
on reporting requirements. The Company's processes support the integrity and quality of data, including appropriate
segregation of duties. The financial information of the parent entity and all subsidiary entities, which form the basis for
the preparation of the consolidated financial statements are subject to scrutiny by Group level senior management. The
Company's financial reports, financial guidance, and Annual Report and consolidated financial statements are also reviewed
by the Audit Committee of the Board in advance of being presented to the full Board for their review and approval; 
 
·   quarterly reporting of the financial performance with a management discussion and analysis of results; 
 
·   weekly Management Committee meetings, comprising of heads of departments, to review the performance and activities of
each department in the Company; 
 
·   detailed budgetary process which includes identifying risks and opportunities and which is ultimately approved at Board
level; 
 
·   Board approved capital expenditure and Audit Committee approved treasury policies which clearly define authorisation
limits and procedures; 
 
·   an internal audit function which reviews key financial/business processes and controls, and which has full and
unrestricted access to the Audit Committee; 
 
·   an Audit Committee which approves audit plans, considers significant control matters raised by management and the
internal and external auditors and which is actively monitoring the Company's compliance with section 404 of the Sarbanes
Oxley Act of 2002; 
 
·   established systems and procedures to identify, control and report on key risks. Exposure to these risks is monitored
by the Audit Committee and the Management Committee; and 
 
·   a risk management programme in place throughout the Company whereby executive management reviews and monitors the
controls in place, both financial and non financial, to manage the risks facing the business. 
 
On behalf of the Board, the Audit Committee has reviewed the effectiveness of the Company's system of risk management and
internal control for the year ended March 31, 2014 and has reported thereon to the Board. 
 
The Board has delegated to executive management the planning and implementation of the systems of internal control within
an established framework which applies throughout the Company. 
 
Takeover Bids Directive 
 
Information regarding rights and obligations attached to shares are set forth in Note 15 on pages 185 to 186 of the
consolidated financial statements. 
 
Shares in the Ryanair employee share schemes carry no control rights and shares are only issued (and gain voting rights)
when options are exercised by employees. 
 
Ryanair's Articles of Association do not contain any restrictions on voting rights. However, there are provisions in the
Articles which allow the directors to (amongst other things) suspend the voting rights of a share if the Board believes the
number of non-qualifying nationals holding shares in Ryanair would put it in breach of the Air Navigation Acts and licences
and permits which allow it to operate. This is not an absolute restriction and can only occur if the Board designates a
number of shares to be so restricted. 
 
Ryanair has not received any notifications from shareholders (as shareholders are obliged to do) regarding any agreements
between shareholders which might result in restrictions on the transfer of shares. 
 
Details of the rules concerning the removal and appointment of the directors are set out above as part of this Directors'
Report. There are no specific rules regarding the amendment of the Company's Articles of Association. 
 
Details of the Company's share buy-back programme are set forth on page 121 of the Annual Report. The shareholders approved
the power of the Company to buy back shares at the 2006 AGM and at subsequent AGM's. 
 
None of the significant agreements to which the Company is party to, contain change of control provisions. As referred to
above in this Director's Report, Michael O'Leary's employment agreement does not contain provisions providing for
compensation on his termination. 
 
Going Concern 
 
After making enquiries, the directors have formed a judgment, at the time of approving the financial statements, that there
is a reasonable expectation that the Company and the Group as a whole have adequate resources to continue in operational
existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the
financial statements. The directors' responsibility for preparing the financial statements is explained on page 30 and the
reporting responsibilities of the auditors are set out in their report on page 32. 
 
Compliance Statement 
 
Ryanair has complied, throughout the year ended March 31, 2014, with the provisions set out in the UK Corporate Governance
Code and the requirements set out in the Irish Corporate Governance Annex except as outlined below. The Group has not
complied with the following provisions of the 2012 Code, but continues to review these situations on an ongoing basis: 
 
·   A number of non-executive directors participate in the Company's share option plans. The 2012 Code requires that, if
exceptionally, share options are granted to non-executive directors that shareholder approval should be sought in advance
and any shares acquired by exercise of the options should be held until at least one year after the non-executive director
leaves the board. In accordance with the 2012 Code, the Company sought and received shareholder approval to make certain
stock option grants to its non-executive directors and as described above, the Board believes the quantum of options
granted to non-executive directors is not so significant to impair their independence. 
 
·   Certain non-executive directors, namely Messrs. David Bonderman, James Osborne, Kyran McLaughlin and Michael Horgan
have each served more than nine years on the Board without being offered for annual re-election. As described further
above, given the other significant commercial and professional commitments of these non-executive directors, and taking
into account that their independence is considered annually by the Board, the Board does not consider their independence to
be impaired in this regard. 
 
On behalf of the Board 
 
David Bonderman                                Michael O' Leary 
 
Chairman                                               Chief Executive 
 
July 25, 2014 
 
Report on the Remuneration Committee on Directors' Remuneration 
 
The Remuneration Committee 
 
Details of the Remuneration Committee are set out within the Corporate Governance Statement on page 22 of the Annual
Report. 
 
The role and responsibilities of the Remuneration Committee are set out in its written terms of reference, which are
available on the Company's website www.ryanair.com. 
 
All members of the Remuneration Committee have access to the advice of the Chief Executive and may, in the furtherance of
their duties, obtain independent professional advice at the Company's expense. 
 
Remuneration Policy 
 
The remuneration policy of the Company is to ensure that the executive director and the senior key management team are
rewarded competitively, having regard to the comparative marketplace in Ireland and the United Kingdom, in order to ensure
that they are properly motivated to perform in the best interests of the shareholders. Details of the total remuneration
paid to senior key management (defined as the executive team reporting to the Board of Directors) are set out in Note 27 of
the consolidated Financial Statements. 
 
Non-Executive Directors 
 
Details of the remuneration paid to non-executive directors are set out in Note 19(b) to the consolidated Financial
Statements. 
 
Directors can only be appointed following selection by the Nomination Committee and approval by the Board and must be
elected by the shareholders at the Annual General Meeting following their appointment. Ryanair's Articles of Association
require that all directors retire after a fixed period not exceeding three years. Directors can then offer themselves for
re-election at the Company's Annual General Meeting. 
 
None of the non-executive directors hold a service agreement with the Company that provides for benefits upon termination. 
 
Executive Director 
 
The Chief Executive of the Company is the only executive director on the Board. Details of the remuneration paid to the
Chief Executive are set out in Note 19(a) to the consolidated Financial Statements. 
 
The Company entered into an employment agreement with the Chief Executive on July 1, 2002 for a one year period to June 30,
2003. Thereafter, the agreement continues for successive annual periods but may be terminated with 12 months notice by
either party. This employment agreement does not contain provisions providing for compensation on its termination. 
 
Performance Related Bonuses 
 
The Chief Executive and the key management team of the Company are eligible for a performance bonus and other bonuses
dependent upon the achievement of certain financial targets. 
 
Share Options 
 
Details of the share options granted to executive and non-executive directors are set forth in Note 19(d) to the
consolidated Financial Statements. 
 
Details of employee share option plans are set forth in Note 15(c) to the consolidated Financial Statements. 
 
Directors Pension Benefits 
 
Details of the Chief Executive's pension benefits are set forth in Note 19(c) to the consolidated Financial Statements. 
 
Directors Shareholdings 
 
The interests of each Director that held office at the end of fiscal 2014, in the share capital of the Company are set
forth in Note 19(d) to the consolidated Financial Statements. 
 
Statement of Directors' Responsibilities in respect of the Annual Report and the Financial Statements 
 
The directors are responsible for preparing the Annual Report and the consolidated and Company financial statements, in
accordance with applicable law and regulations. 
 
Company law requires the directors to prepare consolidated and Company financial statements for each financial year.  Under
that law, the directors are required to prepare the consolidated financial statements in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and have elected to prepare the Company
financial statements in accordance with IFRSs as adopted by the EU and as applied in accordance with the provisions of the
Companies Acts, 1963 to 2013. In preparing the consolidated financial statements the directors have also elected to comply
with IFRSs as issued by the International Accounting Standards Board (IASB). 
 
The consolidated and Company financial statements are required by law and IFRSs as adopted by the EU, to present fairly the
financial position of the Group and the Company and the performance of the Group.  The Companies Acts, 1963 to 2013 provide
in relation to such financial statements that references in the relevant part of these Acts to financial statements giving
a true and fair view are references to their achieving a fair presentation. 
 
In preparing each of the consolidated and Company financial statements, the directors are required to: 
 
·   select suitable accounting policies and then apply them consistently; 
 
·   makejudgements and estimates that are reasonable and prudent; 
 
·   state that the financial statements comply with IFRSs as adopted by the EU as applied in accordance with the Companies
Acts, 1963 to 2013 and IFRSs as issued by the IASB; and 
 
·   prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and
the Company will continue in business. 
 
Under applicable law and the requirements of the Listing Rules issued by the Irish Stock Exchange, the directors are also
responsible for preparing a Directors' Report and reports relating to directors' remuneration and corporate governance that
comply with that law and those Rules. In particular, in accordance with the Transparency (Directive 2004/109/EC)
Regulations 2007 (the Transparency Regulations), the directors are required to include in their report a fair review of the
business and a description of the principal risks and uncertainties facing the Group and Company and a responsibility
statement relating to those and other matters, included below. 
 
The directors are responsible for keeping proper books of account that disclose with reasonable accuracy at any time the
financial position of the Group and Company and enable them to ensure that its financial statements comply with the
Companies Acts, 1963 to 2013 and, as regards the consolidated financial statements, Article 4 of the IAS Regulation.  They
are also responsible for taking such steps as are reasonably open to them to safeguard the assets of the Company and to
prevent and detect fraud and other irregularities. 
 
The directors are responsible for the maintenance of integrity of the corporate and financial information included on the
Company's website. Legislation in the Republic of Ireland governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions. 
 
Responsibility Statement, in accordance with the Transparency Regulations 
 
Each of the directors, whose names and functions are listed on page 106 of the Annual Report confirm that, to the best of
their knowledge and belief: 
 
·   the consolidated financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true and fair
view of the assets, liabilities and financial position of the Group at March 31, 2014 and of its profit for the year then
ended; 
 
·   the Company financial statements, prepared in accordance with IFRSs as adopted by the EU, as applied in accordance with
the Companies Acts, 1963 to 2013, give a true and fair view of the assets, liabilities and financial position of the
Company at March 31, 2014, and 
 
·   the Directors' Report contained in the Annual Report includes a fair review of the development and performance of the
business and the position of the Group and Company, together with a description of the principal risks and uncertainties
that they face. 
 
Also, as explained in Note 1 on page 152 of the consolidated financial statements, the Group, in addition to complying with
its legal obligation to comply with IFRSs as adopted by the EU, has also prepared its consolidated financial statements in
compliance with IFRSs as issued by the IASB.  The directors confirm that to the best of their knowledge and belief these
consolidated financial statements give a true and fair view of the assets, liabilities and financial position of the Group
at March 31, 2014 and of its profit for the year then ended. 
 
Responsibility Statement, in accordance with the UK Corporate governance Code 
 
The annual financial statements, taken as a whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group's performance, business model and strategy. 
 
On behalf of the Board 
 
David Bonderman                                Michael O' Leary 
 
Chairman                                               Chief Executive 
 
July 25, 2014 
 
Independent Auditor's Report to the members of Ryanair Holdings plc 
 
Opinions and conclusions arising from our audit 
 
Opinion on financial statements 
 
1    Our opinion on the financial statements is unmodified 
 
We have audited the consolidated and Company financial statements (''financial statements'') of Ryanair Holdings plc for
the year ended March 31, 2014, which comprise the consolidated and Company balance sheets, the consolidated income
statement, the consolidated statement of comprehensive income, the consolidated and Company statements of changes in
shareholders' equity, the consolidated and Company statements of cash flows and the related notes. The financial reporting
framework that has been applied in their preparation is Irish law and International Financial Reporting Standards (IFRSs)
as adopted by the European Union (EU), and, as regards the parent Company financial statements, as applied in accordance
with the provisions of the Companies Acts, 1963 to 2013. Our audit was conducted in accordance with International Standards
on Auditing (ISAs) (UK and Ireland). 
 
In our opinion: 
 
·   the Group financial statements give a true and fair view, in accordance with IFRSs as adopted by the EU, of the state
of the Group's affairs as at 31 March 2014 and of its profit for the year then ended; 
 
·   the Company balance sheet gives a true and fair view, in accordance with IFRSs as adopted by the EU, as applied in
accordance with the provisions of the Companies Acts 1963 to 2013, of the state of the Company's affairs as at 31 March
2014; and 
 
·   the financial statements have been properly prepared in accordance with the Companies Acts 1963 to 2013 and, as regards
the Group financial statements, Article 4 of the IAS Regulation. 
 
Separate opinion in relation to IFRSs as issued by the IASB 
 
As explained in Note 1 on page 152 of the consolidated financial statements, the Group, in addition to complying with its
legal obligation to comply with IFRSs as adopted by the EU, has also prepared its consolidated financial statements in
compliance with IFRSs as issued by the IASB. 
 
In our opinion: 
 
·   the consolidated financial statements give a true and fair view, in accordance with IFRSs as issued by the IASB, of the
state of the Group's affairs as at March 31, 2014 and of its profit for the year then ended. 
 
2    Our assessment of the risks of material misstatement 
 
The risks of material misstatement detailed in this section of this report are those risks that we have deemed, in our
professional judgement, to have had the greatest effect on: the overall audit strategy; the allocation of resources in our
audit; and directing the efforts of the engagement team. Our audit procedures relating to these risks were designed in the
context of our audit of the financial statements as a whole. Our opinion on the financial statements is not modified with
respect to any of these risks, and we do not express an opinion on these individual risks. 
 
In arriving at our audit opinion above on the Group financial statements the risks of material misstatement that had the
greatest effect on our Group audit were as follows: 
 
Carrying value of Property, Plant & Equipment 
 
Ryanair has property, plant and equipment with a carrying value of E5,060.3 million at 31 March 2014 (2013 E4,906.3
million) including aircraft (including engines and related equipment) with a carrying value of E5,001.1 million (2013
E4,854.5 million). In accounting for these assets, Ryanair makes estimates about their expected useful lives, expected
residual values and the potential for impairment based on the fair value of the assets and the cash flows they generate.
Changes to the expected useful lives and/or the residual values of Ryanair's aircraft fleet could have a material impact on
the profit for the year. This risk is described in the report from the Audit Committee on page 21.  Ryanair flies one
aircraft type, the Boeing 737-800, all of which are aged between one and 12 years. There is an active and established
market for this asset class. The procedures we performed to assess the carrying value of the aircraft included: 
 
·  Comparing Ryanair's estimates of expected useful life and residual value to manufacturers' recommendations and to the
published estimates of other international airlines. 
 
·  Assessing the allocation of purchase price to the various components of the aircraft to ensure that the value allocated
to its service potential compares with actual experience. 
 
Independent Auditor's Report to the members of Ryanair Holdings plc (continued) 
 
Opinions and conclusions arising from our audit (continued) 
 
2              Our assessment of the risks of material misstatement (continued) 
 
Carrying value of Property, Plant & Equipment (continued) 
 
·  Agreeing the fair value of this aircraft type to generally available independent third party valuation reports prepared
by specialist aircraft valuation experts to assess the accuracy of the residual value estimate. 
 
·  Challenging the key assumptions underpinning Ryanair's near and medium term financial projections against historical
performance and estimates of the likely economic conditions in its principal markets. 
 
Maintenance expense 
 
Ryanair had 51 aircraft held under operating lease at 31 March 2014 (2013: 59 aircraft).  Under the terms of operating
lease agreements with aircraft lessors, Ryanair is contractually committed to either return the aircraft in a certain
condition or to compensate the lessor based on the actual condition of the airframe, engines and life limited parts upon
return.  During the year ended 31 March 2014, Ryanair recorded maintenance expense of E116.1 million (2013: E120.7 million)
and carried provisions for future maintenance at 31 March 2014 of E132.2 million (2013: E122.4 million).  The estimated
airframe and engine maintenance costs and the costs associated with the restitution of life limited parts are accrued and
charged to profit and loss over the lease term for the individual contractual obligation, based on the present value of the
major airframe overhaul, engine maintenance checks and restitution of life limited parts by reference to the number of
hours flown or cycles operated during the year. This risk is further highlighted in the report from the Audit Committee on
page 21. 
 
Our audit procedures in this area involved testing the key assumptions made by Ryanair in estimating future maintenance
costs including anticipated use of the aircraft and the expected cost of maintenance.  The procedures included agreeing the
actual cost of incurred maintenance to invoices and comparing this with Ryanair's estimates, agreeing estimated maintenance
costs to maintenance contracts and agreeing the expected use of assets to aircraft utilisation in the prior periods and to
Ryanair's scheduling plan. 
 
Taxation 
 
Ryanair is headquartered and managed and controlled from Ireland. Nevertheless, Ryanair operates extensively across Europe
and Morocco in North Africa.  Airlines' profits on international flights are taxed in the country of residence of the
airline which for Ryanair is Ireland.  Profits from domestic flights which are flights within one country are often taxable
in that jurisdiction.  In addition to corporate taxes, Ryanair is subject to Value Added Tax ("VAT"), passenger taxes
(which are levies on passengers collected by Ryanair and paid to the relevant taxing authority) and taxes on employment. 
Due to the interplay between tax laws in individual jurisdictions and the nature of the industry whereby operations can
begin and end in different jurisdictions, there is significant complexity in determining corporation tax liability, VAT and
payroll tax obligations.  This risk is further highlighted in the report from the Audit Committee on page 22. 
 
Our audit procedures included: 
 
·  Obtaining and inspecting Ryanair's various tax filings in the principal jurisdictions in which it operates and its
correspondence with tax authorities. 
 
·  Engaging KPMG tax specialists in each impacted jurisdiction to assist with our audit of Ryanair's tax obligations. 
 
·  Challenging the key assumptions impacting on the critical estimates and judgements made by Ryanair in determining its
tax liabilities. 
 
·  Assessing whether Ryanair's disclosures repeated the risks inherent in the accounting for taxation balances and related
contingencies. 
 
Independent Auditor's Report to the members of Ryanair Holdings plc(continued) 
 
Opinions and conclusions arising from our audit (continued) 
 
3              Our application of materiality and an overview of the scope of our audit 
 
Materiality is a term used to describe the acceptable level of precision in financial statements. Auditing standards
describe a misstatement or an omission as "material" if it could reasonably be expected to influence the economic decisions
of users taken on the basis of the financial statements.  We identify a monetary amount "materiality for the financial
statements as a whole" based on this criteria and apply the concept of materiality in planning and performing the audit,
and in evaluating the effect of identified misstatements on the audit and of uncorrected misstatements, if any, on the
financial statements and in forming our opinion on them. 
 
The materiality for the Group financial statements as a whole was set at E29.5 million. This has been calculated using a
benchmark of the Group's profit before tax for the year from continuing operations which we have determined, in our
professional judgment, to be the principal financial consideration for members of the company in assessing financial
performance. 
 
We agreed with the Audit Committee to report to it all corrected and uncorrected misstatements we identified through our
audit with a value in excess of E1.4 million, in addition to other audit misstatements below that threshold that we believe
warranted reporting on qualitative grounds. 
 
Ryanair is headquartered, managed and controlled from Ireland, and the audit work covering all of the Group's revenues,
profit for the year and all of its assets and liabilities is undertaken by an audit team based in Dublin. 
 
The Group has a number of subsidiary entities both in Ireland and in foreign jurisdictions. Statutory audits of these
entities are performed by KPMG Ireland or one of its international affiliates in the local jurisdiction.  These audits are
performed to local materiality levels. The statutory audits are not performed for group reporting purposes and are
generally completed after the date of this report. 
 
4              We have nothing to report in respect of the matters on which we are required to report by exception 
 
ISAs (UK and Ireland) require that we report to you if, based on the knowledge we acquired during our audit, we have
identified information in the annual report that contains a material inconsistency with either that knowledge or the
financial statements, a material misstatement of fact, or that is otherwise misleading. 
 
In particular, we are required to report to you if: 
 
·   we have identified any inconsistencies between the knowledge we acquired during our audit and the directors' statement
that they consider the annual report is fair, balanced and understandable and provides information necessary for
shareholders to assess the entity's performance, business model and strategy; or 
 
·   the Report from the Audit Committee included in the Corporate Governance Report does not appropriately disclose those
matters that we communicated to the Audit Committee. 
 
The Listing Rules of the Irish Stock Exchange and UK Listing Authority require us to review: 
 
·   the directors' statement, set out on page 28, in relation to going concern; 
 
·   the part of the Corporate Governance Report relating to the company's compliance with the nine provisions of the UK
Corporate Governance Code and the two provisions of the Irish Corporate Governance Annex specified for our review; and 
 
·   certain elements of disclosures in the report to shareholders by the Board of directors' remuneration. 
 
In addition, the Companies Acts require us to report to you if, in our opinion, the disclosures of directors' remuneration
and transactions specified by law are not made. 
 
Independent Auditor's Report to the members of Ryanair Holdings plc(continued) 
 
Opinions and conclusions arising from our audit (continued) 
 
5              Our conclusions on other matters on which we are required to report by the Companies Acts, 1963 to 2013 are
set out below 
 
We have obtained all the information and explanations which we consider necessary for the purposes of our audit. 
 
The Company statement of financial position is in agreement with the books of account and, in our opinion, proper books of
account have been kept by the Company. 
 
In our opinion the information given in the Directors' Report is consistent with the financial statements and the
description in the Corporate Governance Statement of the main features of the internal control and risk management systems
in relation to the process for preparing the Group financial statements is consistent with the Group financial statements. 
 
The net assets of the Company, as stated in the Company balance sheet are more than half of the amount of its called-up
share capital and, in our opinion, on that basis there did not exist at 31 March 2014 a financial situation which under
Section 40(1) of the Companies (Amendment) Act, 1983 would require the convening of an extraordinary general meeting of the
Company. 
 
Basis of our report, responsibilities and restrictions on use 
 
As explained more fully in the Directors' Responsibilities Statement set out on page 30, the directors are responsible for
the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility
is to audit and express an opinion on the Group and Company financial statements in accordance with applicable law and
International Standards on Auditing (ISAs) (UK and Ireland). Those standards require us to comply with the Financial
Reporting Council's Ethical Standards for Auditors. 
 
An audit undertaken in accordance with ISAs (UK and Ireland) involves obtaining evidence about the amounts and disclosures
in the financial statements sufficient to give reasonable assurance that the financial statements are free from material
misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are
appropriate to the Group's circumstances and have been consistently applied and adequately disclosed; the reasonableness of
significant accounting estimates made by the directors; and the overall presentation of the financial statements. 
 
In addition, we read all the financial and non-financial information in the Annual Reportto identify material
inconsistencies with the audited financial statements and to identify any information that is apparently materially
incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If
we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. 
 
Whilst an audit conducted in accordance with ISAs (UK and Ireland) is designed to provide reasonable assurance of
identifying material misstatements or omissions it is not guaranteed to do so. Rather the auditor plans the audit to
determine the extent of testing needed to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements does not exceed materiality for the financial statements as a whole. This testing
requires us to conduct significant audit work on a broad range of assets, liabilities, income and expense as well as
devoting significant time of the most experienced members of the audit team, in particular the engagement partner
responsible for the audit, to subjective areas of accounting and reporting. 
 
Our report is made solely to the Company's members, as a body, in accordance with section 193 of the Companies Act 1990.
Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state
to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report,
or for the opinions we have formed. 
 
Sean O'Keefe 
 
For and on behalf of 
 
KPMG 
 
Chartered Accountants, Statutory Audit Firm 
 
Dublin, Ireland 
 
July 25, 2014 
 
Presentation of Financial and Certain Other Information 
 
As used herein, the term "Ryanair Holdings" refers to Ryanair Holdings plc. The term the "Company" refers to Ryanair
Holdings or Ryanair Holdings together with its consolidated subsidiaries, as the context requires. The term "Ryanair"
refers to Ryanair Limited, a wholly owned subsidiary of Ryanair Holdings, together with its consolidated subsidiaries,
unless the context requires otherwise. The term "fiscal year" refers to the 12-month period ended on March 31 of the quoted
year. The term "Ordinary Shares" refers to the outstanding par value 0.635 euro cent per share common stock of the Company.
All references to "Ireland" herein are references to the Republic of Ireland. All references to the "U.K." herein are
references to the United Kingdom and all references to the "United States" or "U.S." herein are references to the United
States of America. References to "U.S. dollars," "dollars," "$" or "U.S. cents" are to the currency of the United States,
references to "U.K. pound sterling," "U.K. £" and "£" are to the currency of the U.K. and references to "E," "euro,"
"euros" and "euro cent" are to the euro, the common currency of eighteen member states of the European Union (the "EU"),
including Ireland. Various amounts and percentages set out in this annual report on Form 20-F have been rounded and
accordingly may not total. 
 
The Company owns or otherwise has rights to the trademark Ryanair® in certain jurisdictions. See "Item 4. Information on
the Company-Trademarks." This report also makes reference to trade names and trademarks of companies other than the
Company. 
 
The Company publishes its annual and interim consolidated financial statements in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board ("IASB"). Additionally, in accordance with
its legal obligation to comply with the International Accounting Standards Regulation (EC 1606 (2002)), which applies
throughout the EU, the consolidated financial statements of the Company must comply with International Financial Reporting
Standards as adopted by the EU. Accordingly, the Company's consolidated financial statements and the selected financial
data included herein comply with International Financial Reporting Standards as issued by the IASB and also International
Financial Reporting Standards as adopted by the EU, in each case as in effect for the year ended and as of March 31, 2014
(collectively referred to as "IFRS" throughout). 
 
The Company publishes its consolidated financial statements in euro. Solely for the convenience of the reader, this report
contains translations of certain euro amounts into U.S. dollars at specified rates. These translations should not be
construed as representations that the converted amounts actually represent such U.S. dollar amounts or could be converted
into U.S. dollars at the rates indicated or at any other rate. Unless otherwise indicated, such U.S. dollar amounts have
been translated from euro at a rate of E1.00 = $1.3777, or $1.00 = E0.7258, the official rate published by the U.S. Federal
Reserve Board in its weekly "H.10" release (the "Federal Reserve Rate") on March 31, 2014. The Federal Reserve Rate for
euro on July 18, 2014 was E1.00 = $1.3524 or $1.00 = E0.7394. See "Item 3. Key Information-Exchange Rates" for information
regarding historical rates of exchange relevant to the Company, and "Item 5. Operating and Financial Review and Prospects"
and "Item 11. Quantitative and Qualitative Disclosures About Market Risk" for a discussion of the effects of changes in
exchange rates on the Company. 
 
Cautionary Statement Regarding Forward-Looking Information 
 
Except for the historical statements and discussions contained herein, statements contained in this report constitute
"forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act").
Forward-looking statements may include words such as "expect," "estimate," "project," "anticipate," "should," "intend," and
similar expressions or variations on such expressions. Any filing made by the Company with the U.S. Securities and Exchange
Commission (the "SEC") may include forward-looking statements. In addition, other written or oral statements which
constitute forward-looking statements have been made and may in the future be made by or on behalf of the Company,
including statements concerning its future operating and financial performance, the Company's share of new and existing
markets, general industry and economic trends and the Company's performance relative thereto and the Company's expectations
as to requirements for capital expenditures and regulatory matters. The Company's business is to provide a low-fares
airline service in Europe, and its outlook is predominately based on its interpretation of what it considers to be the key
economic factors affecting that business and the European economy. Forward-looking statements with regard to the Company's
business 

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