The Corporate Governance Code recommends that at least half the members (excluding the chairman) of the board of directors of a company with a premium listing should be non-executive directors, independent in character and judgment and free from relationships or circumstances which are likely to affect, or could appear to affect, their judgment.
The Corporate Governance Code recommends that the board should appoint one of its independent non-executive directors as senior independent director. The senior independent director should be available to shareholders if they have concerns that contact through the normal channels of the chairman, chief executive officer or chief operations officer has failed to resolve or where such contact is inappropriate. Simon Duffy is the senior independent director of the Board and will continue in this role following Admission.
The Board consists of one Executive Director and eight Non-Executive Directors. The Company regards this as an appropriate board structure. Other than William A. Franke, Andrew S. Broderick and Stephen L. Johnson, the Company regards all of its Non-Executive Directors as independent Non-Executive Directors within the meaning of “independent” as defined in the Corporate Governance Code and free from any business or other relationship which could materially interfere with the exercise of their independent judgment. Accordingly, the Company complies with the requirement of the Corporate Governance Code that at least half of the board (excluding the chairman) of a company with a premium listing should comprise of independent non-executive directors.
Mr Franke has been Chairman of Wizz Air since 2004. Mr Franke is the founder and Managing Partner of Indigo, a private equity fund focused in air transportation, and Chairman of Frontier Airlines, Inc. From 1998 to 2001, Mr Franke was a Managing Partner of Newbridge Latin America, a private equity fund focused on Latin America. Mr Franke was the Chairman and Chief Executive Officer of America West Airlines from 1993 to 2001 and currently serves on the board of directors of Concesionaira Vuela Compañía de Aviación, S.A. de C.V., a Mexican airline which does business as Volaris. He served as Chairman of Spirit Airlines Inc., a United States airline, from July 2006 to August 2013 and Tiger Aviation Pte. Ltd, a Singapore-based airline, from 2004 to 2009, and held directorships in Alpargatas S.A.I.C, an Argentina-based footwear and textiles manufacturer, from 1996 to 2007, and Phelps Dodge Corporation, a mining company, where he served as the lead outside director for several years, from 1980 to 2007. He has in the past served on a number of publicly listed company boards of directors including ON Semiconductor, Valley National Corporation, Southwest Forest Industries and the Circle K Corporation. Mr Franke has both undergraduate and law degrees from Stanford University and an honorary PhD. from Northern Arizona University.
Mr Váradi was one of the founders of Wizz Air in 2003. Mr Váradi worked at Procter & Gamble for ten years between 1991 and 2001, and became Sales Director for Global Customers where he was responsible for major clients throughout 11 EU countries. He then joined Malév Hungarian Airlines, the Hungarian state airline, as Chief Commercial Officer in 2001, before serving as its Chief Executive Officer from 2001 to 2003. He has also held board memberships with companies such as Lufthansa Technik Budapest (Supervisory Board, 2001-2003) and Mandala Airlines (Board of Commissioners, 2007-2011). In 2007, Mr Váradi won the Ernst & Young Hungary “Brave Innovator” award. Mr Váradi holds a Master’s degree in Economics from the Budapest University of Economic Sciences and a Master’s Degree in law from the University of London.
Mr Demuynck joined the Board in February 2014. Mr Demuynck spent more than 25 years with Koninklijke Philips N.V., holding various roles including General Manager, Portable Audio Business Line, General Manager, Audio Business Group and Marantz and Chief Executive, Consumer Electronics (as a member of the group management committee of Royal Philips Electronics and Senior Vice President). He then held the positions of Board Member, responsible for Mobile Division, at KPN (Koninklijke) N.V. and Chief Executive of Kroymans Corporation B.V. and Liquavista B.V. Mr Demuynck is currently a member of the supervisory board and chairman of the remuneration committee of TomTom N.V., a member of the board of directors and of the audit committee of Belgacom N.V., a member of the supervisory board of each of Teleplan International N.V., Divitel Holding B.V. and Aito B.V. and chairman of the audit committee of Belgacom SA. Mr Demuynck has a Master’s Degree in Applied Economics (magna cum laude) from the University of Antwerp and a Master’s Degree in Marketing and Distribution (magna cum laude) from the University of Gent.
Mr Duffy joined the Board in January 2014. Mr Duffy started his career at NM Rothschild & Sons Ltd and has held positions at Shell International Petroleum Co, Bain & Co, Consolidated Gold Fields Plc, Guinness Plc, Thorn EMI Plc (where he held the position of Deputy Chairman and Group Finance Director), World Online International B.V. (where he held the position of Deputy Chairman and Chief Executive), End2End AS (where he held the position of Chief Executive), Orange SA (where he held the position of Chief Financial Officer), ntl: Telewest Inc. (where he held the position of Executive Vice Chairman) and Tradus Plc (where he held the position of Executive Chairman). Mr Duffy has extensive London Stock Exchange non-executive director experience. He has sat on the board of, amongst others, Gartmore Plc, HMV Group Plc, GWR Group Plc and Imperial Tobacco Plc. He is currently chairman of You View Ltd., which is a joint venture between British Telecom, TalkTalk and all the leading broadcasters in the United Kingdom and chairman of M Blox Inc. He is a non-executive director of Oger Telecom, a Middle East telecommunications company, and of Modern Times Group AB, one of Europe’s largest broadcasting companies that is listed on the Stockholm Exchange, where he is chairman of the audit committee. Mr Duffy has a BA in Philosophy, Politics and Economics from Oxford University and an MBA from Harvard Business School.
Mr Johnson joined the Board in 2004, left the Board in 2009 and was re-appointed as a Non-Executive Director in 2011. Mr Johnson is Executive Vice President, Corporate Affairs for American Airlines Group Inc. and its principal subsidiary, American Airlines, Inc. Previously, Mr Johnson served as Executive Vice President, Corporate and Government Affairs for US Airways. Prior to joining US Airways in 2009, Mr Johnson was a partner at Indigo from 2003 to 2009. Between 1995 and 2003, Mr Johnson held a variety of positions with America West Airlines, Inc. prior to its merger with US Airways, including Executive Vice President, Corporate. Prior to joining America West, Mr Johnson served as Senior Vice President and General Counsel at GPA Group plc, an aircraft leasing company, and as an attorney at Seattle-based law firm Bogle & Gates where he specialised in corporate and aircraft finance and taxation. Mr Johnson earned his Master of Business Administration and Juris Doctor from the University of California, Berkeley, and a Bachelor of Arts in Economics from California State University, Sacramento.
Mr. Agnefjäll joined the Board in July 2018. A Swedish national, Mr. Agnefjäll was the President and Chief Executive Officer of IKEA Group from 2013 to 2017. Following his graduation as a Master of Business Administration from the University of Linköping in 1995, Mr. Agnefjäll joined IKEA's trainee programme in 1995 and he was subsequently promoted a number of times within the group, including to roles acting as the assistant to former Chief Executive Officers as well as the founder of IKEA, Ingvar Kamprad before finally being promoted to President and Chief Executive Officer.
Ms. Kyriacou joined the board as an independent non-executive member in September 2018 and appointed as an additional member of the Remuneration Committee with effect from 25th September 2018. Ms. Kyriacou started her career with PwC in their audit and advisory division, before joining the finance team at The Walt Disney Company. She held a number of positions with The Walt Disney Company over a 15 year term culminating in the role of Senior Vice President Digital Media Distribution EMEA. In 2010, Ms. Kyriacou was recruited by ITV Studios as Managing Director of Global Entertainment, becoming Managing Director of Global Entertainment and Rest of World Studios before being promoted into her current role in 2016 where she leads a multi-discipline divisional executive team. A joint British and Cypriot national, Ms. Kyriacou is currently President International ITV Studios, part of ITV plc. Maria oversees ITV Studios’ production companies across Europe and Australia, its growing US scripted business, plus international distribution arm ITV Studios Global Entertainment (ITVS GE).