The Board as a whole is responsible for the long-term success of the Group. The Board establishes the Group’s purpose, values and strategy and provides effective challenge to ensure that they are being carried out in practice across the business. It ensures that the Group maintains effective risk management and has robust internal controls. 

The Board comprises an Independent Non-Executive Chairman, three Independent Non-Executive Directors, one Non-Executive Director and two Executive Directors. Their biographical details are detailed on pages 95 and 96 of the Annual Report & Accounts.  

The Board is satisfied that both its Executive and Non- Executive Directors have an effective and appropriate balance of skills, experience, knowledge and calibre to bring in dependent judgement and to provide constructive challenge on issues of strategy, performance, resources and standards of conduct, which are vital to the success of Jet2 plc.  

Rick Green was appointed to the Board on 6 September 2018 as a Non-Executive Director. Prior to his appointment, Rick worked as a consultant for Jet2.com and Jet2holidays and is therefore not considered independent under the Code. However, the Board considers that Rick has significant commercial experience from both airline and tour operating sectors and as such brings much valued expertise and insight.  

Mark Laurence was a member of the Audit & Risk and Remuneration Committees and, prior to his resignation from the Board in March 2024, had served for more than nine years from the date of his first election to the Board. Notwithstanding this length of tenure, the Board had determined that he remained independent in character and judgement and is satisfied that he did not have relationships or circumstances which were likely to affect that judgement. 

At least half of the Board excluding the Chairman did not previously comprise independent Non-Executive Directors; however following the appointments of Simon Breakwell, Angela Luger and Rachel Kentleton during the year, the Board including the Chairman, now comprises a majority of independent Non-Executive Directors.  

All Non-Executive Directors are required to devote sufficient time to their role as a member of the Board in order to discharge their responsibilities effectively and this is kept under continuous review. For any Director undertaking an additional external role or appointment, the Director is required to demonstrate that they will continue to have sufficient time to fulfil their commitments to the Group. 

The Company has a clear division of responsibilities between the Non-Executive Chairman and the CEO. The Non-Executive Chairman is responsible for leading the Board and the long-term success of the Group and the CEO is responsible for the execution of the Group’s strategy and managing the Group’ business on a day-to-day basis. The controls below Board level are designed to enable decisions to be made by the most appropriate person in an effective and timely manner. 

Certain key matters requiring Board approval are set out in a formal Schedule of Matters Reserved, which the Board reviews annually and is available at www.jet2plc.com. The Schedule ensures a balance of Board oversight and operational flexibility, examples of such matters including: 

• approving the Group’s overall objectives and strategy; 
• monitoring internal controls, audit processes and risk management policies; 
• approval of financial results, the Annual Report & Accounts and significant capital commitments; 
• approval of material decisions, agreements and nonrecurring projects; 
• approval of capital allocation; and 
• approval of key policies and Committee Terms of Reference. 

 

The Board held five scheduled meetings during the year, with additional Board meetings held to approve the appointment of Philip Meeson’s successor and certain aircraft matters. In addition, the Board participated in site visits, training sessions and other business activities. 

	Board Meetings	Remuneration Committee meetings	Audit & Risk Committee meetings
Philip Meeson1	0/2	0/1	-
Steve Heapy	5/5	-	-
Gary Brown	5/5	-	-
Robin Terrell	5/5	3/3	3/3
Mark Laurence2	1/5	0/3	0/3
Rick Green	5/5	-	-
Simon Breakwell3	5/5	3/3	3/3
Angela Luger 4	3/3	2/2	2/2
Rachel Kentleton5	-	-	-

^{* The CEO and Group Chief Financial Officer are not members of the Audit & Risk Committee or the Remuneration Committee and attend by invitation.} 

^{1 Philip Meeson retired from the Board on 5 September 2023.} 

^{2 Mark Laurence retired from the Board on 18 March 2024.} 

^{3 Simon Breakwell was appointed to the Board on 27 April 2023.} 

^{4 Angela Luger was appointed to the Board on 3 July 2023.} 

^{5 Rachel Kentleton was appointed to the Board on 18 March 2024.} 

There is a rolling agenda for scheduled Board meetings, which were all held in person in the year. The programme is supported by an annual forward planner and ensures appropriate balance between the Board’s consideration of strategy, performance and governance. 

The CEO and Group Chief Financial Officer report on key strategic, financial and operational performance and updates are provided on colleagues, sustainability, legal and risk and health and safety at each Board meeting. 

Key topics discussed during the year were: 

Strategy	Performance	Governance
Group Strategy	Annual Results	Director appointments
Group Budget and Three-Year Plan	Interim Results	Colleague engagement, culture and values
Cyber Security Strategy	Trading Updates	Shareholder engagement
Sustainability Strategy	Market Performance	Health and Safety updates
Key Project updates	Treasury Review	Risk Reviews
Capital allocation and dividends	Customer updates and insights	Governance reforms and legal updates
Senior Management structure review and succession planning		Audit Reviews
		Nationality Declaration and Permitted Maximum shareholding
		Key Policy approvals

 

All Directors receive papers in advance of the Board meetings, including reports from the senior management team. Minutes of all Board and Committee meetings are taken by the Company Secretary, with actions, decisions and resolutions from each meeting recorded. 

The Chairman, with the support of the Company Secretary, is responsible for the Director induction process and ensuring that the Directors receive appropriate training as necessary. 

All new Directors appointed to the Board receive a comprehensive induction, including: 

• meetings with: 

- the Chairman; 

- the CEO; 

- the Group Chief Financial Officer; 

- the Chair of the Audit & Risk Committee; 

- the Chair of the Remuneration Committee; 

- the Company Secretary; 

- the Nominated Adviser; and 

- senior members of the management team covering a range of key areas including Internal Audit & Risk Management, Finance, Legal, Trade channel and relationships, Revenue, Marketing, Contact Centre, Human Resources, Flight Operations and Overseas Holiday Operations; 

• an opportunity to understand the operational aspects of the business through tours of our Leeds Bradford and Manchester Airport operating bases, visits to our engineering hangar, flight simulator and cabin crew training centre and our Retail Operations Centre; and 

• receiving an induction pack to further their understanding of the business, its corporate policies and the framework in which the Board operates.  

The Business & Financial Review on pages 30 to 34 of the Annual Report & Accounts includes a detailed review of Jet2 plc’s business and future developments. The Chairman ensures that effective communication with shareholders is given high priority and that there is regular dialogue with institutional shareholders, including presentations after the announcement of the Group’s half-year and preliminary full-year results, which are attended by both the CEO and the Group Chief Financial Officer. In addition, both the Executive and Non- Executive Directors have the opportunity to meet with other shareholders at the Annual General Meeting and on further occasions during the year as required. 

The Board customarily uses the Annual General Meeting to communicate with private and institutional investors and welcomes their participation, and the Chairs of the Audit & Risk and Remuneration Committees are present to answer questions. There is also a question and answer session following the conclusion of the formal business of the meeting, which provides a valuable opportunity to hear from members of the Board about developments within the Group, and to receive their views on issues which are of most interest to the shareholders present. 

Details of resolutions to be proposed at the Annual General Meeting are included in the Notice of Annual General Meeting and related papers, which are sent to shareholders in advance of the meeting in accordance with the Group’s Articles of Association. All votes received for general meetings are properly recorded and counted and details of proxy appointments and voting instructions are provided at the meeting. Full details of votes for, against and withheld are published on Jet2 plc’s website following the meeting. 

If a resolution receives 20% or more of votes cast against, the Board will consult with shareholders to understand the reason behind the result. 

Jet2 plc’s website (www.jet2plc.com) has a specific section for investors, which is regularly updated with relevant news and information, including the Annual Report & Accounts and the Notice of Annual General Meeting, as well as providing information on the Group’s history and trading subsidiaries, with links to their respective websites. 

 

Our guiding principles are People, Service, Profits and we believe that happy, well paid and motivated Colleagues will continue to give great service and thereby enable sustainable long-term  profitability. The Board relies on various indicators to assess and monitor Jet2 plc’s culture, including regular interaction with senior management, feedback from Jet2 plc’s colleague liaison groups and ad hoc discussions with colleagues as part of site visits and meetings. In addition, each UK airport operating base has a Jet2.com statutory Director responsible for representing and interacting with colleagues at their appointed base, ensuring a direct link between our Customer-facing operations and the most senior levels of our organisation.  

The delivery of great service is at the core of our ‘Take Me There’ values. From comprehensive pre-travel destination guides to the presence of our ‘Red Team’ every step of the way, our Customer First culture is embedded in everything we do. To achieve this, all colleagues take part in a one-day induction to the business, which introduces our values: Be Present; Create Memories; Take Responsibility; and Work As One Team. Refresher training and regular prompts which are visible throughout the business ensure that these values, which are intrinsic to the success of the business, remain front of mind when dealing with customers, colleagues and other partners and stakeholders. 

The Board recognises that it is important to engage with colleagues to ensure we are fostering an environment that they are happy to work in, supporting their personal wellbeing, and enabling them to understand the rationale for key decisions. 

Consequently, in April 2024, the Board appointed Angela Luger as its Designated Non-Executive Director for Workforce Engagement. Angela will attend a selection of Jet2 plc’s employee voice groups to listen to, and understand, colleague viewpoints and encourage meaningful dialogue between them and the Board. 

The Group operates five colleague group forums, which consist of ‘Just2Say’ (representing our Engineering Colleagues), ‘The Voice’ (representing our Cabin Crew Colleagues), ‘Let’s Jet2gether’ (representing our Ground Operations Colleagues), ‘Let’s Jet2 It!’ (representing our Head Office Colleagues) and ‘the PLOG’ (representing our Pilot Liaison and Operations Colleagues). These forums enable two-way communication between colleagues and management, allowing colleague to share their thoughts and to contribute to organisational change. In addition, they also provide a platform for management to inform and consult with the representatives when changes are being made which may affect a large number of colleagues, such as to policies and procedures, facilities, accommodation and uniform.  

Additionally, the Group keeps colleagues regularly informed on matters relating to their employment through a variety of weekly and monthly information bulletins and newsletters covering a broad range of topics. Furthermore, at an operational level, there are a series of roadshows at each of Jet2 plc’s UK airport bases, which include an opportunity for colleagues to raise questions direct with the CEO and other Directors. 

A mailbox entitled ‘ShareWithSteve’ allows colleagues at any level of the organisation to write directly to the Company’s CEO regarding any matter or concern they may have, providing direct method of communication with a key member of the Board and enabling issues raised to be added to the Board agenda for discussion where appropriate. 

The Board believes that our methods of colleague engagement are effective and enables it to ensure that the Group’s principles of People, Service, Profits and its ‘Take Me There’ values are truly embedded within our culture. 

Prior to April 2024, the Board had concluded that a separate Nomination Committee was not required due to the size and composition of the Board. In April 2024, in compliance with the Code, the Board formed a Nomination Committee comprising Robin Terrell, as Chairman, and three Independent Non-Executive Directors, which will meet twice per year and as required for specific matters. 

The Nomination Committee will assist the Board in discharging its responsibilities regarding the composition of the Board and any Committees of the Board and will regularly review the structure, size, skills, experience, independence, knowledge and diversity of Board members, making appropriate recommendations to the Board on appointments of additional and replacement Directors and Committee members as appropriate. 

Until 5 September 2023, Robin Terrell held the role of the appointed Senior Independent Director of the Board. Following his succession to the role of Chairman, the Board has not appointed a replacement Senior Independent Director. The Board has however welcomed three experienced Non-Executive Directors; Simon Breakwell, Angela Luger, and Rachel Kentleton, and will continue to keep the appointment of a Senior Independent Director of the Board under review. 

Whilst not in compliance with the Code’s recommendation that Directors stand for re-election every year, Directors are submitted for re-election at regular intervals, subject to satisfactory performance. This procedure is specified in Article 85 of the Group’s Articles of Association, whereby at every Annual General Meeting one third of the Directors retire by rotation and are eligible for re-election. Newly appointed Directors are subject to election at the first Annual General Meeting after their appointment. 

The Chairman is responsible for evaluation of the Board’s performance and that of its Committees and individual Directors. This evaluation is made on an ongoing basis using feedback from the Group as a whole, supplemented by regular discussions with the Directors in question.

A statement of the Directors’ responsibilities in respect of the Annual Report & Accounts and financial statements is set out on page 110 of this Annual Report & Accounts. A statement on going concern is given on page 50 of the Annual Report & Accounts.

The Board has an established Audit & Risk Committee which during the year comprised of four Independent Non-Executive Directors. The Audit & Risk Committee Terms of Reference can be found here. 

The Audit & Risk Committee is now chaired by Rachel Kentleton following approval of the Company’s financial results for the year ended 31 March 2024. The Audit & Risk Committee meets no less than three times each year, reporting back to the Board on key issues discussed at each meeting. 

The Board is satisfied that both the current and prospective Chairs of the Audit & Risk Committee have recent and relevant financial experience. Our biographical details are on pages 95 and 96 of this Annual Report & Accounts. 

The Executive Directors, the Group Legal Director & Company Secretary, the Director of Group Finance & Treasury, as well as the external and internal auditors are invited to attend Committee meetings. The Committee’s primary function is to assist the Board in: 

1. Fulfilling its responsibilities to protect the interests of shareholders by ensuring the integrity and clarity of the financial statements and of any formal announcements relating to the Group’s financial performance; 

2. Carefully considering key judgements and estimates applied in the preparation of the consolidated financial statements; 

3. Overseeing the scope of internal audit work for the year and reviewing the effectiveness of the Internal Audit function; 

4. Reviewing and monitoring the adequacy and effectiveness of internal control and risk management policies. This includes reviewing risk mitigation status and outstanding actions at each meeting and also undertaking a more comprehensive risk review annually, dedicated to risk reporting and actions; 

5. Evaluating the fraud risk assessment and compliance activity undertaken within the business and reviewing on behalf of the Board whistleblowing reports and their resolution; 

6. Considering the appointment of the external auditor, their scope of work and their remuneration, including reviewing their independence and objectivity; 

7. Reviewing the findings of the financial audit with the external auditors, including the quality and effectiveness of the audit process together with a discussion of any major accounting or judgemental issues which arose during the audit; and 

8. Providing advice on whether the Annual Report & Accounts, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group’s financial position and performance, business model and strategy. 

The Audit & Risk Committee Chair also engages with both the external and internal auditors, without the Executive Directors or members of the Finance team present. 

Following a rigorous audit tender process, KPMG LLP (KPMG) were re-appointed as Jet2 plc’s external auditor. Whilst KPMG have been Jet2 plc’s external auditor since the year ended 31 March 2005, the Audit & Risk Committee and the Board continue to believe this is in the best interests of shareholders. Further information about the audit tender and selection process is set out in the Audit & Risk Committee Report. 

The fee paid to KPMG for the statutory audit of the Group and Company financial statements and the audit of Group subsidiaries pursuant to legislation was £0.9m. A breakdown of fees paid to KPMG during the financial year is set out in Note 8 of the Annual Report & Accounts.

Resolutions to reappoint KPMG as auditor and to authorise the Directors to agree their remuneration will be put to shareholders at the Annual General Meeting.

A detailed Audit & Risk Committee Report is set out on pages 97 to 101 of the Annual Report & Accounts. 

The Independent Auditor’s Report can be found on pages 111 to 118 of the Annual Report & Accounts. 

 

 

The Board of Directors is responsible for the Group’s system of internal control and for reviewing its effectiveness. Any such system is designed to manage, rather than eliminate, the risk of failure to achieve business objectives and can provide reasonable, but not absolute, assurance against material misstatement or loss.  

The Board of Directors has carried out a robust assessment of the emerging and principal risks facing the Group, including those that could threaten its business model, future performance, liquidity or solvency, which can be found on pages 36 to 51 of the Annual Report & Accounts.  

The Directors have chosen a three-year time period for the Group’s viability assessment, which aligns with the Group’s medium-term fleet and operational planning timelines. The Viability Statement can be found on page 51 of the Strategic Report within the Annual Report & Accounts. 

The risk management process and the system of internal control necessary to manage risks are assessed and monitored by the Audit & Risk Committee. 

The Board maintains processes for identifying, evaluating and managing the risks faced by Jet2 plc which take account of the recommendations set out in the Financial Reporting Council’s Guidance on Risk Management, Internal Control and Related Financial and Business Reporting. 

To ensure compliance with laws and regulations, and to promote effective and efficient operations, the Board has established an organisational structure with clear operating procedures, lines of responsibility and delegated authority.  

Comprehensive guidance on financial and non-financial matters for all managers and Colleagues is given in Jet2 plc’s Management Manual, within which there are clear procedures for: 

• approval of invoices before authorisation for their payment; 
• capital investment, with detailed appraisal, authorisation and post-investment review; and 
• financial reporting, within a comprehensive financial planning, budgeting, reporting and accounting framework. 

Jet2 has an independent Internal Audit department, which provides assurance by performing full and regular monitoring of the Group’s policies and procedures, promoting robustness of controls, ensuring appropriate alignment of key risks and risk appetite and suggesting relevant key performance indicators for future monitoring. Other areas of risk assessment and monitoring which may normally be carried out by an Internal Audit department are, in the main, covered by the Board either as a whole or within the various meetings highlighted. 

Group Risk Management is the responsibility of the Operational Directors, who meet regularly with Internal Audit to review the Group Risk Register and to discuss existing and emerging risks. The Group has an established Risk Oversight Committee led by the CEO and Group Chief Financial Officer, attended by the Group Legal Director & Company Secretary and facilitated by the Head of Internal Audit & Business Continuity, which reviews the effectiveness of controls in place to mitigate risks and the development of risk monitoring through Key Risk Indicators. Findings are reported to the Audit & Risk Committee throughout the year. 

The Board has an established Remuneration Committee which comprises of: 

• Robin Terrell, (Chair of the Committee until 5 September 2023); 
• Simon Breakwell (appointed on 27 April 2023 and Chair of the Committee from 5 September 2023); 
• Philip Meeson (until his retirement on 5 September 2023); 
• Angela Luger (appointed on 3 July 2023); 
• Mark Laurence (until his retirement on 18 March 2024); and 
• Rachel Kentleton (appointed on 18 March 2024). 

The Remuneration Committee Terms of Reference can be found here. 

As required by the Code, Simon Breakwell has had at least 12 months experience serving as a Non-Executive Director on Remuneration Committees. Although not in line with the Code, Philip Meeson, when Executive Chairman and a member of the Committee, was able to bring insight with regards to the engagement and reward of the top talent within the business from being the founder of the Group. Philip Meeson did not receive a bonus or share award and abstained from any discussion about his own remuneration at these meetings and therefore the Board does not consider that his membership until September 2023 compromised the effectiveness of the Committee’s work. 

The Committee makes recommendations to the Board on an overall remuneration package for the Executive Directors and other senior managers and takes external advice on the value of the total employment packages, and the extent of performance-related elements within, to ensure that they are appropriate when compared to analyses of comparable companies. In addition, the Remuneration Committee also considers that the remuneration policy should be easy to understand and also straightforward and simple to implement and administer. 

Remuneration levels for Non-Executive Directors reflect the time commitment and responsibilities of the role and do not include share options or other performance-related components. 

The Remuneration Committee makes recommendations to the Board on Jet2 plc’s executive remuneration framework and costs. It determines the contractual terms, remuneration, equity awards, benefits, performance-related bonuses, and pension and compensation payments for the Executive Directors. 

Further details are set out in the Remuneration Committee Report on pages 102 to 108 of the Annual Report & Accounts. 

Remuneration outcomes are aligned with strategic priorities and the long-term success of the Group. The Board, with guidance from the Remuneration Committee and external Remuneration advisers, FIT Remuneration Consultants LLP, exercises independent judgement and discretion to arrive at fair and balanced remuneration outcomes, taking account of both Company and individual performance. When setting senior executive pay, the Board considers both external pay relativity and wider workforce remuneration and conditions.

Jet2 is committed to operating with honesty and integrity. It has a well-established Whistleblowing procedure, supported by anonymous online reporting, to ensure colleagues are fully aware that they can report concerns or suspicions about any wrongdoing or misconduct and be assured that the Group will treat their concerns seriously, investigate them appropriately and protect their confidentiality wherever possible, without fear of repercussion.

All Directors have access to the advice and services of the Company Secretary, Ian Day, who ensures compliance with Board procedures and that applicable rules and regulations are complied with. The appointment and removal of the Company Secretary is a matter for the Board as a whole. In addition, all Directors have access to independent professional advice at the Company’s expense and are covered by Directors’ and Officers’ liability insurance for any legal actions against them.

The Board maintains a conflicts register to manage conflicts of interest and ensure independent judgment is not compromised by influential third parties. In addition, processes are in place to identify related party transactions before commitments are made. If the Directors have unresolved concerns about Board operations or Group management, these concerns are recorded in the Board minutes.