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Corporate Governance

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• Composition of statutory bodies
• Articles of Association
• Director’s Dealings

Composition of statutory bodies

Supervisory Board of SkyEurope Holding AG

Our Supervisory Board (Aufsichtsrat) generally monitors the management of SkyEurope Holding AG, but is not permitted to make management decisions. It is also responsible for appointing and removing the members of our Management Board (Vorstand), representing the Issuer in connection with transactions between a member of our Management Board and the Issuer and approving matters for which its approval is required by law, by our Articles of Association (Satzung), by the internal rules of procedure (Geschäftsordnung) of our Management Board or by resolution of our Supervisory Board. See "Description of Share Capital — Management Board and Supervisory Board — Supervisory Board (Aufsichtsrat)" for more details regarding the role of our Supervisory Board.

Our Supervisory Board may be composed of between three and six members elected by the shareholders’ meeting. Currently, our Supervisory Board is composed of the following six members:
 

Iordanis Karatzas is an advisor in the aviation business. He has worked for over 25 years in airline management, with experience in, among other things, fleet planning, route profitability and corporate strategy. He has developed a worldwide advisory practice in airline privatisations as an aviation industry expert (Aerolineas Argentinas, SAA, Aeroperu, Viasa, PAL, CSA). He was the CEO, then Chairman & CEO (1995-97), of Olympic Airways and Olympic Aviation.

Christophe Aurand is the CEO of York Capital Management UK Advisors Limited, UK subsidiary of York Capital Management, a private investment fund based in New York with over EUR 6 billion in assets under management. Prior to joining York, he was a senior fund manager for Taiyo Life Gamma Asset Management and worked as an options trader in Tokyo for Credit Commercial de France.

Jeremy Blank is the sole principal of J Blank Management Ltd, a company which provides advisory services to York Capital Management ("York Capital"). Previously, Mr. Blank served as a Vice President within York Capital. Earlier, Mr. Blank worked as with Morgan Stanley's fixed income department and with Morgan Stanley's mergers and acquisitions department.

Hans Källenius, Swedish, appointed as a Member of the Supervisory Board of SkyEurope Holding on 1 February 2006 and reelected on 30 March 2007. Mr. Källenius is a private investor living in London. Originally a lawyer at the law firm Vinge, he has been working for 25 years with various projects in Eastern Europe, first as a lawyer and then on purchasing operations in IKEA and as initiator and founder of Baltic Beverages Holding AB (Pripps and Hartwall’s joint venture). More recently, Mr. Källenius has also been an investor in Romania’s largest brewery group, BR Holding, which has been successfully sold to the Austrian company Brau-Union. Mr. Källenius is a graduate of the University of Lund, Sweden and holds a LL.M Master of Law.

Joseph In-Albon lives as a private businessman in Zurich. In 1998 he took over as President and CEO of Swissport International and developed the Swiss Ground Handling Company from a local player to a multinational Group of companies with a yearly turnover of over EUR 1 billion. Prior to this, In-Albon acted as a Senior Vice President "Ground Services" and a Member of the Executive Management of "Swissair Group".

Christian Mandl co-founded SkyEurope Airlines in 2001, and was Chief Executive Officer of SkyEurope Holding AG until 30 November 2007. He developed SkyEurope from scratch with a small 30-seater regional aircraft based in Bratislava and grew it to the pan-European airline it has become today operating a fleet of 14 next generation Boeing 737-700 aircraft. Christian Mandl holds a degree in Political Sciences from the Institut d’Etudes Politiques (Sciences Po) in Paris, as well as a postgraduate Master degree from the Freie Universität Berlin. He speaks fluently French, German, English, Spanish and Slovak. Christian Mandl is currently Managing Director of Danube Consulting.

The business address of each of the members of our Supervisory Board is the registered office of SkyEurope Holding AG.
 

Jason Bitter, Irish/Canadian, former Chief Operating Officer and Chief Executive Officer (CEO) of SkyEurope Airlines, a.s. since June 2007. Mr. Bitter gained experience with a number of airline companies, including SpiceJet Limited (Chief Operating Officer) and V Bird Airlines Netherlands (Chief Commercial Officer and Co-Managing Director), and has also been a consultant for London International Airport, Finnair and KLM exel. In addition, he was employed by Active Aerospace, a pilot training company based in Canada. Mr. Bitter has a BA (Hons) degree and completed his Masters degree in York, following which he continued his studies at the University of Toronto where he achieved a Ph.D. (ABD). Mr. Bitter has also had experience as an associate professor of Political Science at York University.

Nick Manoudakis has been appointed as SkyEurope’s Chief Financial Officer. Having graduated with highest honours from the University of California at Berkeley with a degree in Accounting, Finance, and Computer Science, Nick practiced as a CPA in the U.S. before joining a small team to help devise the overall business plan for what in 1995 became easyJet. As a founding member of easyJet, Nick was the airline’s Finance Director between 1995 and the end of 1999. He then became the Finance Director of easyGroup, acting as a CFO for several of their ventures.

Management Board of SkyEurope Airlines, a.s.

Currently, our Management Board is composed of four members. Certain information concerning the members of our Management Board is set out below:
 

Jason Bitter, see "Management Board of SkyEurope Holding AG" above.
Nick Manoudakis, see "Management Board of SkyEurope Holding AG" above.

Klaus Niedl, Austrian, Chief Human Resources Officer ("CHRO") of SkyEurope Airlines, a.s. since November 2005. Mr. Niedl has more than 15 years' experience in Human Resources Management and Organisational development in leading management functions. In addition, Mr. Niedl is a certified executive coach with extensive consulting experience. His industrial background is mainly in financial services in Austria and Central and Eastern Europe, where he worked for Raiffeisen, KSV (the leading company for business information in Austria and Central and Eastern Europe) as well as for the Austrian Financial Market Authority (FMA). He began his career as an assistant professor at the Vienna University of Economics, where he earned a Ph.D. in Business Administration.

Executive Officers of SkyEurope Airlines, a.s.

Our Management Board is assisted in its day-to-day management of the Group by the Executive Officers of SkyEurope Airlines, a.s. SkyEurope Airlines, a.s. has currently four Executive Officers, being the four members of the Management Board of SkyEurope Airlines, a.s.

Certain information concerning our Executive Officers is set out below:
 

Jason Bitter, see "Management Board of SkyEurope Holding AG" above.
Nick Manoudakis, see "Management Board of SkyEurope Holding AG" above.
Klaus Niedl, see "Management Board of SkyEurope Airlines, a.s." above.

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Articles of Association

The Articles of Association and the Internal Rules of Procedure of the Supervisory Board of SkyEurope Holding AG may be downloaded below:
 

Articles of Association and Internal Rules of Procedures

Articles of Association of SkyEurope Holding AG	Download »
Internal Rules of procedure of the Supervisory Board of SkyEurope Holding AG	Download »

Austrian Corporate Governance Declaration SkyEurope Holding AG

The Austrian Corporate Governance Code was first published in September 2002. This Code provides Austrian corporations with a regulatory framework for company management and supervision. In February 2005, the Code was amended. The amendments primarily reflect statutory changes due to the implementation of the European Directive 2003/6/EC of 28 January 2003 on insider dealing and market manipulation (market abuse) ("EU-Market Abuse Directive") and the Regulation on the application of international accounting standards. In January 2006, the Code was amended. The amendments primarily reflect the Law amending Austrian Corporation Law and statutory changes due to the recommendations of the European Commission regarding the tasks of the Supervisory Board and the remuneration of directors.

The Code’s objective is the responsible management and supervision of companies and groups of companies, aiming at the creation of sustainable and long-term value. The Code is designed to establish a high degree of transparency for all company shareholders.

The Code is based on the provisions of Austrian corporation law, securities law and capital market law, as well as on the tenets of the OECD Principles of Corporate Governance.

The Code relies heavily on voluntary self-regulation by the companies. It contains rules considered to be common international practice, such as the principles set out in the OECD Principles on Corporate Governance. Non-compliance with some of these rules must be explained to the shareholders, but the Code also contains rules that are purely voluntary and do not require explanation in the case of deviations. Overall, successful implementation of the Code depends on self-regulation by companies.

The Management Board and Supervisory Board of SkyEurope approved the recognition of the Code of Corporate Governance in August 2005 and implemented the referring measures. With the start of the financial year 2007, SkyEurope Holding AG implemented the provision of the Corporate Governance Code of January 2006. The Code consists of mandatory “L-Rules (Legal Requirement) and the Code’s “C-Rules (Comply or Explain). SkyEurope substantially complied with the Austrian Corporate Governance Code during the 2007 financial year, with the exception of the following deviations:

• Rule 21: The Compliance Decree for Issuers was issued and is available on the Company website however it has not been adequately disseminated throughout the Company. We will implement a programme in financial year 2008 to further the knowledge of these rules within the Company.
• Rule 27: Due to the company’s current relatively small size, the compensation of the Management Board members does not have a performance-linked component.
• Rule 30: As the compensation of the Management Board members currently does not have a performance-linked component (see rule 27) and no retirement provisions are foreseen for the Management Board, these rules does not apply.
• Rule 36: There were four Supervisory Board meetings held in fiscal year 2007 however there was no Supervisory Board meeting held in the 3rd Quarter. Further to the formalised meetings, the Supervisory Board was involved informally through frequent contact by the Supervisory Board Chairman’s with the Management Board.
• Rule 39: A provision granting the Supervisory Board the liberty for committees’ matters to be dealt with jointly by all members of the Supervisory Board is contained within the internal rules of procedures of the Supervisory Board. Due to the size of the Supervisory Board with 5 members including the Chairman, a separate expert committee was not nominated nor were any other committees except the Audit Committee nominated. Due to the lean structure of Supervisory Board and due to the fact that the Audit Committee consisted of two SB members, there were no formal meetings documented that these two bodies met and discussed audit related issues. The audit Committee members are disclosed in the Annual Report.
• Rule 80: The Auditor did not assess the effectiveness of the company's risk management, thus did not issue a report of findings to the Management Board. An assessment of the company’s risk management was however performed by the company’s Internal Auditor and the results were presented to the Management Board.
  

Guidelines for the Independence of the Supervisory Board of SkyEurope Holding AG

A member of the Supervisory Board shall be deemed as independent if said member does not have any business or personal relations to the company or its Management Board that constitute a material conflict of interests and is therefore suited to influence the behaviour of the member.

When defining the criteria for the assessment of the independence of a Supervisory Board member, the following guidelines of the Austrian Corporate Governance Code (Annex 1) apply:

• The Supervisory Board member shall not have served as member of the Management Board or as management-level staff of the company or one of its subsidiaries in the past five years.
• The Supervisory Board member shall not maintain or have maintained in the past year any business relations with the company or one of its subsidiaries to an extent of significance for the member of the Supervisory Board. This shall also apply to relationships with companies in which a member of the Supervisory Board has a considerable economic interest. The approval of individual transactions by the Supervisory Board pursuant to L-Rule 48 does not automatically mean the person is qualified as not independent.
• The Supervisory Board member shall not have acted as auditor of the company or have owned a share in the auditing company or have worked there as an employee in the past three years.
• The Supervisory Board member shall not be a member of the management board of another company in which a member of the Management Board of the company is a Supervisory Board member.

The Supervisory Board member shall not be a closely related (direct offspring, spouses, life partners, parents, uncles, aunts, sisters, nieces, nephews) of a member of the Management Board or of persons who hold one of the aforementioned positions.

The current text of the Code can be inspected and downloaded from below.
 

Austrian Corporate Governance Code

Austrian Corporate Governance Code	Download »

September 2006

Best Practices in Public Companies 2005 (Poland)

Acting with integrity, by taking different interests into account in the right proportion, is beneficial to all stakeholders in a corporate environment. This requires compromise and moderation, which are necessary prerequisites since a joint-stock company is by its very nature a playground for various business interests. Laying down good corporate customs leads to the creation of rules of conduct called, in modern parlance, best practices. These rules are usually general so as to avoid unnecessary restraints and to enable them to be flexibly applied in various situations and in companies of different profiles. Certain detailed rules may, however, be applied when company statutes and their authorities’ by-laws are drawn up. Thus best practices constitute a set of detailed rules of conduct addressed not only to company authorities and the members of such authorities but also to majority and minority shareholders. This compilation of best practices, worked out for the needs of the Polish capital market, sets out the fundamentals of corporate governance standards in a public joint-stock company. It is not an exhaustive list. Drawn up on the basis of Polish experience, it should be constantly developed in line with changing market needs.

The implementation of corporate governance principles on the Polish market started in the autumn of 2002, with all listed companies declaring that they would observe most of the best practice rules. The rules laid down in Best practices became the subject of in-depth critical reflection for listed companies, which in their turn made an effort to put their corporate practices in order and to carry out internal dialogue on the subject.

Further to the above declaration relating to the preamble to the document Best practices in public companies in 2002, the Best Practices Committee decided to review and amend the set of rules presented to the market in 2002. This document, entitled Best practices in public companies 2005, is the result of extensive consultations within the industry. The changes and modifications that have been made are based on the practical experience, opinions and suggestions of market participants gathered over the last two years and recent European Commission recommendations in this field.

In accordance with the Resolution of the Management Board of the Company, dated 24 August 2005 the Company intends to comply with the rules described in the "BEST PRACTICE IN PUBLIC COMPANIES".
 

Resolution of the Management Board of SkyEurope Holding AG dated 20 September 2005 (corresponding to its resolution dated 24 August 2005)	Download »
Declaration Concerning Observance of Corporate Governance Standards	Download »

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Director's Dealings

One speaks of directors’ dealings when members of the Management Board and Supervisory Board of a publicly listed company buy and sell stocks and bonds of their own company. According to the terms of the Austrian Corporate Governance Code, SkyEurope Holding AG announces dealings by the Management Board as well as dealings by the Supervisory Board.

For an overview of those transactions please use this link to the Austrian Financial Market Authority.

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