SECURITIES AND EXCHANGE COMMISSION
 

Washington, D.C. 20549
 


FORM 6-K
 


Report of Foreign Private Issuer
 


Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
 


For the month of May 2009
 
 

RYANAIR HOLDINGS PLC
(Translation of registrant's name into English)
 
 

c/o Ryanair Ltd Corporate Head Office
Dublin Airport
County Dublin Ireland
(Address of principal executive offices)
 
 
 
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
 
 
Form 20-F..X.. Form 40-F.....
 
 

Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange
Act of 1934.
 
 
Yes ..... No ..X..
 
 

If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- ________
 
 

 

 

 
RYANAIR RESPONDS TO AER LINGUS' REJECTION OF ITS AGM PROPOSALS TO REDUCE THE BLOATED FEES PAID TO AER LINGUS' NON EXECUTIVE CHAIRMAN AND DIRECTORS

Ryanair today (2
9
th
 
May
 09
) expressed its disappointment that the Board of Aer Lingus has recommended rejection of its two AGM proposals to cut Aer Lingus' bloated Non-Exec Chairman and Directors fees. Ryanair believes that these two resolutions are clearly in the best interests of all Aer Lingus shareholders. This latest rejection of Ryanair's proposals by the Board of Aer Lingus proves again that it is controlled by the Government and trade unions, leaving Ryanair - its largest shareholder - with no influence whatsoever. Ryanair pointed out that its resolutions, if passed, will reduce the fees paid to the Aer Lingus Board from €730,000 in 2008, to a still substantial €141,000 in 2009, thereby reducing Aer Lingus' costs by almost €600,000 to the benefit of Aer Lingus' profits, its share price and shareholder value
.  

Ryanair said that this was the fifth time 
over the past 2 years 
th
at
 Aer Lingus ha
s
 ignore
d
 or rejected proposals from Ryanair, its largest (29.8%) shareholder, which included:


The irrational and illogical determination of the
 Aer Lingus
 Board to dismiss
ively
 reject 
every
 proposal from its largest shareholder (as illustrated above) even when these 
sensible 
proposals would boost Aer Lingus profits and share price confirms again that Ryanair has no influence 
whatsoever 
or control over the Board of Aer Lingus whose only policy appears to 
consist of taking
 the opposite course to that recommended by Ryanair regardless of the damage done
 
to
 Aer Lingus
'
 
shareholder value
.

Since
 the
 Aer Lingus 
Board 
continues to be controlled and run by the Irish Government and the trade unions
 (
who between them have appointed the entire 
Aer Lingus 
Board
) who
 have presided over an 80% collapse in its share price over the past t
wo
 years (from over €3
 in 200
7
 to under €0.60 in May
 2009
) Ryanair has accepted this reality and today announced that it has 
given
 a proxy over its 29.8% share of votes at the AGM in favour of the Minister for Transport, Mr Noel Dempsey
 on the two resolutions covering Non-Exec fees
.  



The effect of this action is to allow the Minister
 for Transport - on his own - 
to decide whether:


Ryanair said it does not expect these individuals to work for free. It simply believes that a majority of non Government and non trade union shareholders would share its view that Non Executive Chairman's fees of €35,000 p.a. and Non Executive Directors fees of €17,500 p.a. (which is what was paid to Aer Lingus Directors in 2006, and is what is currently paid to Directors of other Irish Government Semi-States like the DAA Plc) is fair and reasonable for the limited time involved and the shareholder value destruction delivered by this Board at Aer Lingus
.

Speaking today, Ryanair's Michael O'Leary said:

"We have decided on this course of action today in order to avoid 
conflict 
at Aer Lingus' AGM on 5
th
 June next. Giving a proxy over Ryanair's votes in favour of the Minister for Transport on the two resolutions concerning the bloated fees paid to Aer Lingus' Chairman and Non Executive Directors simply recognises the reality that Aer Lingus is controlled and run by the Government and the trade unions, which is why shareholder value is being destroyed. These recent events sadly confirm that Ryanair has no control or influence whatsoever over this failing, loss making airline
.

"The fact that the Board of Aer Lingus has refused to reduce its Directors
'
 fees to the leve
l
 they were at just
 over 
 two years ago in 2006
,
 in recognition of the 
urgent 
need to reduce costs in the
 face of rising losses
, or to bring them into line with Directors
'
 fees paid 
by other
 comparable semi-state compan
ies
 (
such as 
the Dublin Airport Authority plc) leaves the Board of Aer Lingus with 
little
 
or no 
credibility when it comes to negotiating 
further cost 
reductions
 
with its work force and trade unions in order to restore Aer Lingus to profitability.

"Sadly the Board of Aer Lingus seem more concerned to defeat every reasonable Ryanair proposal to improve profitability and shareholder value, in order to repeatedly prove that Ryanair has no influence or control over Aer Lingus. The rejection of these latest proposals is yet another sign of lamentable leadership at Aer Lingus and demonstrates once again that its Chairman and Board are completely out of touch with reality and have no regard whatsoever for the reasonable concerns of its shareholders or shareholder value
.
 
"
With Ryanair's votes in his pocket, t
he Minister for Transport 
can
 now 
alone 
decide whether fees 
of
 over €15,000 per Board meeting are reasonable in the case of Aer Lingus' 
Non Exec 
Chairman or fees 
of
 €4,000
 per Board meeting
 are reasonable in the case of Aer Lingus' Non Executive Directors, all of whom are either Government appointees or trade union 
appointees
 like 
ICTU boss 
David Begg.

"I
f
 the Minister for Tran
s
port, Noel Dempsey, 
abstains or 
votes to protect these bloated Directors fees, then he too will have zero credibility when it comes to negotiations with Aer Lingus' trade unions and its workers on the
 significant
 
cost
 
reductions 
and productivity improvements necessary to return Aer Lingus to profitability and restore shareholder value.

"Ryanair will be represented at Aer Lingus' AGM next Friday and will be addressing a series of questions to Aer Lingus Chairman, Colm Barrington and Board. We welcome Aer Lingus' recent (22 May) confirmation that Ryanair is welcome to attend the AGM and that we can ask anything we like. We look forward to taking Aer Lingus up on this invitation
"
.

Ends.
    
    
    
    
    
    Friday 29
th
 May 2009

For further information
please contact:
Stephen McNamara
    
    
    
    
Pauline McAlester
Ryanair Ltd
    
    
    
    
             
Murray Consultants
Tel: +353-1-8121212
    
    
    
  
Tel. +353-1-4980300

 

SIGNATURES
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 

 

RYANAIR HOLDINGS PLC




Date:  29 May 2009
 

 

By:___/s/ Juliusz Komorek____
   
 

Juliusz Komorek
 

Company Secretary