213800COXGZCORLJZA85-2023-03-31-T01

a.Enrique Dupuy de

Lome Chavarri

(Chair)

b.Charlotte Pedersen

c.Anna Gatti

The Corporate Governance

Code recommends that the

Audit and Risk Committee

should comprise at least

three members, who should

all be independent Non-

Executive Directors, and

that at least one member

should have recent and

relevant financial

experience. During the

financial year ended 31

March 2023, the

membership of the

Committee comprised three

members. All the members

are independent Non-

Executive Directors, have

appropriate knowledge and

understanding of financial

matters, and have

commercial expertise gained

in industries with similar

characteristics, giving the

ARC as a whole competence

relevant to the sector in

which the Group operates.

No members of the

Company have links with the

Company’s external

auditors. The Company

therefore considers that it

complies with the Corporate

Governance Code

recommendation regarding

the composition of the

Committee.

Main functions of the

Audit and Risk

Committee

The Audit and Risk

Committee focuses on

developing leading financial

policies, practices, internal

controls and risk

management systems, with

consistent evolution to

improve performance and

controls as the Company

expands its fleet over the

next decade. Key recurring

topics focus on liquidity

management, hedging

strategies, financing,

counterparty risk, cyber risk

management, finance

systems, oversight of

Internal Audit, and our

relationship with external

auditors. These are

discussed bi-monthly in the

Audit and Risk Committee

meetings and after each, I

provide a Board update on

the key issues discussed in

our meetings. In addition to

the members of the Audit

and Risk Committee, our

meetings are routinely

attended by the Group Chief

Financial Officer, the Head of

Accounting, the Senior Audit

Partner and other senior

members of the External

Audit team from our

auditors, PwC. In addition,

other senior executives are

Wizz Air Holdings Plc Annual report and accounts 2023114

invited to attend meetings,

as required to provide the

Committee with a deeper

level of insight on relevant

matters.

During F23, the composition

of the Audit and Risk

Committee was not subject

to any change.

Main activities of the

Audit and Risk

Committee during F23

Risk management

The Board is responsible for

the Group’s risk

management and the Audit

and Risk Committee

supports the Board in the

role of monitoring the

adequacy and effectiveness

of the Group’s risk

management systems to

ensure they are effective

and operate as intended.

This Committee carries out

the review on behalf of the

Board ensuring that the

Board maintains effective

oversight of financial

reporting and risk

management and that it

deems the internal controls

to be sufficient and

effective, ensuring the long-

term integrity and viability

of the business. The day-to-

day management of risk is

delegated to the Executive

Leadership Team, which is

responsible for implementing

risk management

procedures, ensuring

compliance with these

procedures and reporting

back to the Committee on

risk exposures and

mitigation activities.

The Group’s comprehensive

Enterprise Risk Management

(ERM) process, which

identifies and collects risks

within our risk universe and

groups them into risk

categories, allows risks to be

analysed for likelihood and

impact. In particular:

▶each risk identified was

considered in detail in

terms of the inherent

risk, existing mitigating

measures and residual

risk, along with a

determination of how

each risk should be

dealt with in accordance

with the Company’s risk

appetite;

▶the resulting risk

to prepare a principal

risk report. Each risk

owner is required to

review each risk at least

semi-annually;

▶key members of the

Company’s senior

management team,

reviews the risk register

and the emerging and

principal risks and

uncertainties report at

least semi-annually and

shares it with the

Board;

▶two times per year, the

Committee, among

other things, approved

changes to the

emerging and principal

risks and uncertainties

report, including

updates and

consequent mitigating

actions; and

▶the principal risk report,

once approved by the

Committee, is delivered

to the Board as a whole

for approval.

As previously mentioned,

the Committee reviews the

Company’s risk register

twice per year and assesses

whether its risk

management systems

accord with the Financial

Reporting Council’s (FRC)

Guidance on Risk

Management, Internal

Control and Related

Financial Business

Reporting.

Both at the half-year review

and at the full-year review,

the Committee concluded

that the Company’s risk

management and internal

control systems are in

accordance with applicable

guidance. No significant

failings or weaknesses were

identified in the review

process.

Climate Risks

The Company’s financial

disclosures follow the

recommendations

established by the Task

Force on Climate-related

Financial Disclosures

(TCFD), for use by

companies in providing

information to investors and

other stakeholders about

their climate-related

financial risks and

opportunities. Since F21 the

Company has been aligning

its disclosure with the

recommendations of the

TCFD and during F23 we

have further improved our

disclosures. These

improvements versus last

year include amongst

others:

▶the continuous

development of our

climate risk assessment

approach and its

effectiveness in

supporting the

organisation’s

resilience. As part of

this, we have been

working with expert

sustainability and

climate consultants

from Deloitte Ltd.

Hungary who helped

improve our existing

climate risk analysis

and supported both the

qualitative and

quantitative risk

assessment;

▶the cooperation with

third-party

sustainability

consultants Avieco (now

Accenture) to assess

Wizz Air’s greenhouse

gas inventory and

calculate its emissions

(Scope 1, 2 and 3); and

▶the appointment of an

independent third party,

Deloitte Auditing and

Consulting Ltd, for the

limited assurance of the

Company’s greenhouse

gas emissions reporting

for F23.

While the Company’s

emission intensity (emission

per passenger kilometre) is

among the lowest in the

industry and on that critical

metric the Company leads

the industry, the Board

recognises that more

progress needs to be made

to work towards a net zero

carbon economy. The

Company has established a

target to reduce emission

intensity by at least 25 per

cent by F30 through a

combination of new

technology adoption, fuel-

saving initiatives and

sustainable aviation fuels

(see page 38 to 40 of the

sustainability report).

Internal Audit

The purpose of Wizz Air’s

Internal Audit function is to

Wizz Air Holdings Plc Annual report and accounts 2023115

provide independent,

objective assurance and

internal consulting services

designed to add value and

improve operations of all the

entities and functions within

the Group. The Senior

Internal Audit Manager is

dedicatedly responsible for

the proper operation of Wizz

Air’s Internal Audit function

and, if necessary, involves

outsourced service

provider(s) to perform

mainly assurance projects

and to a limited extent

consulting services.

The Senior Internal Audit

Manager prepares a risk-

based plan of internal audits

for the upcoming year,

which is approved by the

Audit and Risk Committee.

This Internal Audit Plan also

covers:

▶internal audits over

operational processes;

▶fraud-specific audits to

be performed by the

designated Anti-fraud

and Investigations

Manager under the

supervision of the

Senior Internal Audit

Manager; and

▶periodic review of the

Internal Controls over

Financial Reporting

(ICFR) project. The plan

is supervised by the

Senior Internal Audit

Manager, who has

direct responsibility to

the Chairman of the

Committee as well as

an administrative

reporting line to the

Company’s Chief

Financial Officer.

Each audit and project is

preceded by a detailed

scoping and resource

planning exercise which

forms the basis of the

procedures. Following the

completion of an internal

audit or a fraud-specific

audit, a report is compiled

which sets out findings,

makes recommendations for

control improvements and

presents the improvement

actions already undertaken

by management. These

reports are submitted and

presented to the Audit and

Risk Committee for

discussion, input and

approval. The Chairman

subsequently provides the

Board with detail of the

internal audit and fraud

investigation reports

completed.

Internal Audit tracks and

verifies that any

recommendations as a result

of the Internal Audit Plan or

the external audit work are

being implemented, and

reports back to the Audit

and Risk Committee on the

status of such

implementation. In

accordance with Wizz Air’s

business process automation

aspirations, Internal Audit

introduced an improved

internal database to monitor

the implementation of

Internal Audit’s

recommendations more

effectively.

Based on all the interactions

with the Senior Internal

Audit Manager and the

reviews of the internal audit

work, the Committee

concluded that the

Company’s Internal Audit

function is effective in the

context of the Company’s

overall risk management

system.

Anti-Fraud

To assess Wizz Air’s

alignment to international

anti-fraud requirements and

good practices, EY Hungary

was commissioned as an

independent consulting

service provider to review

and analyse the Company’s

anti-fraud strategy and

related internal policies. As

the result of their analysis,

recommendations related to

the development of the anti-

fraud framework have been

presented and agreed.

The role of the Anti-Fraud

and Investigations Manager

was introduced in November

to provide an independent,

objective assurance of the

design, development and

implementation of Wizz Air’s

anti-fraud management

program. The Anti-Fraud

and Investigations Manager

performs planned and ad-

hoc fraud specific audits in

line with the anti-fraud

management program.

The Anti-Fraud and

Investigations Manager

functions as the second line

of defence while monitoring

and supporting other Wizz

Air Personnel and

Departments in ensuring

business operations and

performing operational tasks

that align with the

established program and

policy. In F24, additional

resources will be identified

to support this function.

Reporting procedures and

controls

Management is responsible

for internal controls over

financial reporting for the

Group. Each week, the

Board receives an update on

key performance metrics

and each month an outline

of the Group’s financial

results (actuals and

forecast) are shared. At

least annually, the Board

reviews the strategic plan

for the Company and,

following that strategic

review, in a separate review

will review the mid-term

financial plan for the

Company.

The controls over the

integrity of financial reports

include, amongst others,

reconciliations of key

balances, variance analysis

to forecast and prior year

results, and review meetings

within the finance and

accounting team and with

the respective business

owners including the

Leadership Team.

The Annual Report and

Accounts is produced by the

Group Accounting team

based on the reports from

several departments across

the Company, including

Investor Relations, Financial

Planning and Controlling,

Treasury, Internal Audit,

Legal, HR, Corporate Office,

Commercial and Customer

Experience, Sustainability

and Operations. Their

submissions are thoroughly

reviewed prior to inclusion

and independently validated

by the Accounting team and

reviewed by the respective

Officers.

The Company has continued

to work to improve its

financial reporting operation

with a focus on digitalisation

of manual transactions

allowing higher pixelation of

data and shorter lead times,

leveraging the opportunities

Wizz Air Holdings Plc Annual report and accounts 2023116

highlighted as part of the

Company’s ICFR project and

leveraging some of the best

technology available. During

F24, EY Hungary will

continue to provide

consultancy services

regarding an ongoing ICFR

project supporting

management and the Audit

and Risk Committee to

maintain effective oversight

on financial reporting, risk

management and effective

internal controls and to

prepare for and adopt new

FRC internal control,

assurance and resilience

requirements over the

course of F24.

Audit Quality Review

Following the completion of

PwC’s F22 audit, the

Committee was informed

that the Audit Quality

Review (AQR) team of the

Financial Reporting Council

had chosen the Group’s

audit for its review as part of

its annual inspection of audit

firms. The Audit and Risk

Committee has recently

received a copy of the

findings of the AQR and was

pleased to note that it did

not identify any key findings

and only a limited number of

improvements were required

with one good practice

matter identified. The Audit

and Risk Committee has

discussed the findings of the

AQR with PwC and PwC have

confirmed that, in the F23

audit, it had addressed

those areas that had been

identified as requiring

improvement.

Financial Information Flow

The Audit and Risk

Committee reviews and

approves all interim and

annual financial statements,

as well as the content of the

Company’s Annual Report.

The Company’s external

auditors provide the Audit

and Risk Committee with a

briefing on any issues

arising during their audits.

The Committee also reviews

and approves any regulatory

announcements that are

made in connection with

such financial information. It

is only after the Committee’s

approval that statements

are put to the Board as a

whole for approval.

With regard to our reporting

procedures and the financial

controls over these

procedures, the Committee

concludes that the Company

produces comprehensive

financial statements and

other financial reporting and

disclosure, leveraging

adequate and effective

reporting processes,

systems and controls.

Relationship with external

auditors

With the completion of the

F23 audit,

PricewaterhouseCoopers LLP

have been the auditors of

the Company for 17 years

uninterrupted, covering the

years ended 31 March 2007

to 31 March 2023. The

Committee carefully

considered the performance

of the external auditors and

the quality and effectiveness

of the external audit

process. In line with the

FRC's Audit Quality Practice

Aid for audit committees,

the Committee reviewed

materials from independent

sources, including the

Adviser Rankings Guide, to

gain additional insights into

the effectiveness and quality

of the external auditors.

As a normal responsibility of

the Audit and Risk

Committee, we have regular

correspondence and

discussions with the

engagement partner of the

Group’s external auditors,

Mr Richard Porter, of

PricewaterhouseCoopers LLP

(PwC), outside the formal

cycle of Committee

meetings.

Mr Richard Porter, the audit

partner in charge, will be

replaced following the

completion of the F23 audit

after having completed his

maximum time with Wizz Air

as audit partner. The

identification of Mr Porter’s

successor is being worked

on in cooperation with PwC

to ensure a proper

handover.

The Committee approved

the fees to be paid and the

external audit plan for the

F23 financial year and

reviewed the reports of the

auditors on the half-year

review and annual audit.

The audit of the F23

financial statements and the

review of the half-year

financial statements were all

completed on time and to a

high standard and addressed

the key issues arising from

the Company’s business that

could have a material impact

on the financial statements.

Following the completion of

PwC’s F22 audit, the

Committee was informed

that the Audit Quality

Review (AQR) team of the

Financial Reporting Council

had chosen the Group’s

audit for its review as part of

its annual inspection of audit

firms. The Audit and Risk

Committee has recently

received a copy of the

findings of the AQR and was

pleased to note that it did

not identify any key findings

and only a limited number of

improvements were required

with one good practice

matter identified. The Audit

and Risk Committee has

discussed the findings of the

AQR with PwC and PwC have

confirmed that, in the F23

audit, it had addressed

those areas that had been

identified as requiring

limited improvement.

The Committee has had a

number of interactions with

PwC during the audit

process and has obtained

feedback from the Group

finance team on their

performance. Based on this

the Committee noted that

PwC’s focus was aligned to

their audit plan, which the

Committee had previously

approved. The Committee is

satisfied that PwC have

appropriately challenged

management, robustly but

constructively, during the

audit process and remained

sceptical in their approach

as well as reporting their

findings transparently to the

Committee. As a result the

Committee has

recommended their re-

appointment for the F24

audit.

A primary focus of the

Committee is to ensure the

independence of the

Company’s external

auditors. The Committee

reviewed the independence

letter of the auditors and

considered in particular the

non-audit services

Wizz Air Holdings Plc Annual report and accounts 2023117

performed and the non-audit

fees paid to the external

auditors during the year

(see Note 7 to the financial

statements). The Audit and

Risk Committee was

satisfied that non-audit

services and fees did not

compromise the objectivity

and independence of the

auditors: (i) the

engagement leaders from

the relevant assurance

departments are not part of

the audit team; and (ii) no

such services were ordered

by the Company that carried

a self-review threat for the

auditors. Furthermore, non-

audit fees have been on a

declining trend for several

years, both in terms of their

absolute amount and as a

proportion to audit fees. As

a result, non-audit fees

earned by PwC in F23 were

materially less than the

audit fees. Detail on non-

audit fees paid to the

auditors is set out on page

193.

Audit fees further increased

in F23 compared to prior

years. The increase reflects

professional pay inflation

rates in the UK and in

Hungary and the growth of

the Company.

The last external audit

services tender was

conducted in the summer of

2017, when

PricewaterhouseCoopers LLP

were re-appointed to

perform the external audit

for five years (2018–2022).

The Company confirms

compliance with the

provisions of the Statutory

Audit Services for Large

Companies Market

Investigation Order 2014

relating to tendering. The

Company tested the market

early again in 2021 and

concluded that PwC will be

proposed to remain as

auditors for F24 and the

next tender process will be

run during 2026, in line with

the need to change PwC as

auditors for the year ending

31/3/28.

Significant matters relating

to the Annual Report

In the course of the

preparation of the

Company’s financial

statements, the following

issues, among others, were

considered by the

Committee, relying on its

professional and industry

experience, and constantly

challenging management’s

judgment:

▶The continued

uncertainty around

future trading prospects

behind the geopolitical

situation including the

impact on commodity

markets required a

review of the going

concern assumptions

and the viability

statement. The

Committee participated

in rigorous reviews and

analysis of the

assumptions and

methodologies used by

management in

undertaking the work

required to provide the

forecasts to underpin

the going concern and

viability statements. At

the conclusion of this

process, which included

frequent interaction

with the engagement

partner of the external

auditors, the Committee

determined that the

positions adopted by

management on these

issues were

appropriate.

▶The review of the

hedging policy for jet

fuel for the Company.

The Board approved a

no-hedge policy

following the outbreak

of COVID-19 as a result

of high trading

uncertainty as a result

of mobility restrictions

and the cost of used

and unused hedges to

the Company. A

hedging policy was

reinstated early in F23

and is reviewed twice

per annum. The hedge

policy approved last

year remains in effect

and this Committee is

briefed each time

management propose

adding additional

hedges, the details of

such hedges, the

conformity of these

hedges with policy and

the achieved outcome

of any prior approved

hedge requests. The

policy and its efficacy is

reviewed at each

Committee meeting.

▶Capital commitments

and financing: the

Committee undertook a

detailed review of the

Company’s capital

commitments including

the required repayment

of the Company’s bond

in January 2024. The

Committee and the

Board of Directors

reviewed in detail the

working capital

assessment led by the

Company and noted

that management had

secured, or will

generate sufficient

trading cash flow, over

the term covered by the

going concern period, to

meet its obligations.

▶The Committee

reviewed treasury risk

management policies

and suggested

enhancements around

controls over

counterparty credit

limits.

▶The Committee reviews

the status of the

Company’s tax returns

and tax audits in the

key jurisdictions it

operates in.

▶The Committee

constructively

challenged

management’s initial

assumptions and

estimates for the

working capital

assessment in relation

to the supplemental

Airbus order placed in

F23.

▶The impact of the war

in Ukraine: in February

2022, the airspace of

Ukraine, Russia and

Moldova was closed

until further notice as a

result of the war in

Ukraine. Three of Wizz

Air’s aircraft were

stranded in Kyiv and at

the date of this report

two of the engines

affixed to these aircraft

have been exported to

Poland (with the third

and fourth currently in

transit) and the

remaining two engines

and three airframes

remain grounded on

Ukrainian territory

Wizz Air Holdings Plc Annual report and accounts 2023118

although management

is actively pursuing all

options to facilitate the

return of these assets

to support the Wizz Air

fleet.

The Committee also

considered whether the

Annual Report, as written by

the respective business or

subject matter owners,

taken as a whole, was fair,

balanced, understandable

and whether it provided the

necessary information for

Shareholders to assess the

Company’s financial

position, performance,

business model and

strategy. In reaching its

judgment the Committee

reviewed all the issues that

had been raised by both

management and the

external auditors during the

audit process and at other

times during the year and

debated whether they had

been fully, fairly and clearly

disclosed and discussed in

the Annual Report. The

Committee also considered

whether appropriate

emphasis was placed on

each issue. At the conclusion

of this process the

Committee determined that

the Annual Report taken as

a whole is indeed fair,

balanced and

understandable and

recommended it to the

Board for approval.

Other matters considered

and monitored during the

year

▶The Committee noted

the drawing of a $274.3

million pre-delivery

payment (PDP) facility

in February 2023.

▶The Company retained

its investment grade

rating with Fitch

(BBB-).

▶Cyber security: the

Committee continued to

review regular updates

from management on

the Company’s position

with respect to cyber

security and on the

actions implemented or

planned to mitigate

cyber risks, even more

so given a continued

rise in cyber activity in

the industry and in the

Company’s supply

chain.

Enrique Dupuy de Lome

Chavarri

Chairman of the Audit and

Risk Committee

8 June 2023

Wizz Air Holdings Plc Annual report and accounts 2023119

REPORT OF THE CHAIR OF THE SSOC COMMITTEE


	“The Committee carries out oversight of the effectiveness of the Group’s safety systems and standards in respect of AOC structures, facilitating the Group’s safe expansion.” Charlotte Pedersen Chair of the Safety, Security and Operational Compliance Committee

Dear Shareholder,

I am pleased to present the

first ever report of the Wizz

Air Safety, Security and

Operational Compliance

Committee, which was

incorporated on 26 July

2022 with a mandate to

reinforce the Wizz Air

Group's strong safety

culture and enhance

oversight of the Group's

safety, security and

compliance performance.

Safety is at the heart of

Wizz Air’s operations and is

the highest priority in the

Group. This fiscal year Wizz

Air was named as one of the

safest airlines in the world

by AirlineRatings.com, which

is a testament to the

dedicated people who

ensure safe operations on a

daily basis. A major

achievement for the people

of Wizz Air was the safe

expatriation of an aircraft

from Ukraine which had

been stranded as a result of

the Russian invasion.

The Committee’s role is to

ensure that the Group’s

safety record continues to

be impeccable by assisting

the Board with oversight of

the Group's policies,

practices, objectives and

performance in relation to

safety, security and

operational compliance

management.

The Wizz Air Group is

comprised of four airlines

and Aircraft Operator

Certificates (AOCs) with

individual safety

responsibilities, regulatory

frameworks and reporting

obligations. The Committee

welcomed Wizz Air Malta to

the Group, having received

its AOC and performed its

first flight in September

2022.

The respective AOCs are

regulated by the European

Union Aviation Safety

Agency, the UK Civil Aviation

Authority and the General

Civil Aviation Authority of

the United Arab Emirates

(UAE). The Committee

carries out oversight of the

effectiveness of the Group’s

safety systems and

standards in respect of AOC

structures, facilitating the

Group’s safe expansion.

Since the establishment of

the Committee, it receives

frequent periodic reports

from the Group Chief

Operations Officer and as

Chair I have had direct

access to the safety teams,

demonstrating the

independent oversight

function of the Committee.

In my role as Chair I provide

regular updates to the Board

and provide my fellow

Directors with safety

materials and information to

allow comprehensive

knowledge sharing of safety

matters and the Group

safety management system.

Membership, meetings

and attendance

•Charlotte Pedersen

(Chair)

•Barry Eccleston

•Andrew S. Broderick

The Committee consists of

three Non-Executive

Directors, appointed by the

Board according to

experience, dedication and

capacity. The Company

Secretary acts as Secretary

to the Committee and

relevant members of the

senior leadership team and

the different AOCs are

invited to attend meetings.

The Committee first met in

September 2022 and has

had four meetings during

the year. The Committee

focused on the following

activities:

•agreed the objectives

and terms of reference

of the Committee;

•reviewed the Group

safety and security

principles;

•reviewed risks relating

to safety, security and

compliance management

and emergency

response;

•received regular reports

on safety performance,

audit findings and

incidents; and

•received updates from

the AOC Managing

Directors.

In addition, the Committee

was invited to participate in

a preparation session of the

emergency response

planning (ERP) committee.

Wizz Air Holdings Plc Annual report and accounts 2023120

Key activities

Operational readiness

The Committee was briefed

on the challenges of the

Group operations following

on from a disruptive

summer which resulted in

mass cancellations due to

capacity constraints at

airports, air traffic control

shortages and multiple

weather events.

The Committee reviewed the

Company’s response which

included identifying

mitigating strategies which

led to structural changes to

the AOCs. Robust

procedures were put in place

to minimise potential future

disruptions in a safe

manner. This resulted in a

significant improvement in

the Group’s operations.

Risk management

The Committee was updated

about safety risks and

incidents and how they were

managed by the Group and

the respective AOCs. The

Committee reviewed the

performance of the risk

mitigation strategies and

corrective actions in

response to audit findings.

Due to the war in Ukraine,

the Committee was updated

about continuous monitoring

and risk management

related to physical security

risks due to the proximity of

the Group’s network to the

war. As a result of these

safety assessments a

decision was made to close

the Group’s base at Chisinau

International Airport (KIV) in

Moldova for an indefinite

period due to instability in

the region.

Future of the Committee

The Committee will continue

to focus on the adoption of

policies, standards and

processes in accordance

with best practices of the

airline industry, particularly

in light of the Group’s

ambitious growth plans to

new regions with differing

safety and regulatory

frameworks.

Wizz Air Holdings Plc Annual report and accounts 2023121

REPORT OF THE CHAIRMAN OF THE NOMINATION AND

GOVERNANCE COMMITTEE


	“During the year the Committee facilitated the strengthening of the Board and senior management team through its oversight of talent development, succession planning and diversity.” William A. Franke Chair of the Nomination and Governance Committee

Introduction

Dear Shareholder,

I am pleased to present the

Nomination and Governance

Committee Report for the

financial year ended 31

March 2023. During the year

the Committee facilitated

the strengthening of the

Board and senior

management team through

its oversight of talent

development, succession

planning and diversity.

The Nomination and

Governance Committee

assists the Board in

discharging its

responsibilities relating to

the composition of the Board

and senior management.

The Nomination and

Governance Committee is

responsible for evaluating

the balance of skills,

knowledge and experience

on the Board, the size,

structure and composition of

the Board, and retirements

and appointments of

additional and replacement

Directors, and makes

appropriate

recommendations to the

Board on such matters.

This year the Committee

focused on talent

development and diversity

by strengthening its senior

leadership team through

several Officer

appointments. The

Committee supported

management efforts to

achieve its diversity target

of 40 per cent of women in

senior leadership roles by

2025. Significant progress

was made this year in

relation to diversity and the

Company is on track to

achieve its target.

Succession planning was

also a key focus of the

Committee to ensure the

balance of skills, knowledge,

experience, diversity and

independence to implement

the Company’s strategic

priorities. In order to ensure

the orderly success of the

Board, the Committee led

the process to create the

new role of Deputy Chair.

The Committee carried out

an internal evaluation of the

Board’s effectiveness in

accordance with corporate

governance standards.

Further details can be found

at page 102.

Membership, meetings

and attendance

•William A. Franke

(Chair)

•Charlotte Andsager

•Barry Eccleston

The Committee consists of

three Non-Executive

Directors, appointed by the

Board according to

experience, dedication and

capacity. Stephen L.

Johnson attends the

Committee as an observer.

The Company Secretary acts

as Secretary to the

Committee and relevant

members of the senior

leadership team are invited

to attend meetings.

The Committee had six

meetings during the year

and focused on the following

activities:

•reviewed and approved

changes to the Board

Committees;

•considered Board

succession planning and

approved the creation of

the role of Deputy Chair

and appointment of

Stephen L. Johnson;

•approved changes to the

senior leadership team

and recruitment of new

Officer appointments;

•commenced annual

Board review process;

and

•considered talent,

succession planning and

diversity of the senior

leadership team.

Key activities

Board composition

In accordance with the UK

Corporate Governance Code,

the Committee considered

and proposed a number of

changes, including the

appointment of a Deputy

Chair; the creation of the

Safety, Security and

Operational Compliance

Committee; and changes to

the composition of the

Board.

The Board decided to create

the new role of Deputy

Chair. The Deputy Chair will

deputise for the Chair if the

Chair is not present at the

Board. Stephen L. Johnson

was appointed to the role

due to his industry

experience, as well as his

long association with the

Company.

Wizz Air Holdings Plc Annual report and accounts 2023122

In order to ensure proper

Board oversight over the

Company’s key areas of

focus, the Board established

a Safety, Security and

Operational Compliance

Committee, chaired by

Charlotte Pedersen, to assist

the Board with oversight of

the Group’s policies,

practices, objectives and

performance in relation to

safety, security and

operational compliance

management.

In connection with the

creation of the Safety,

Security and Operational

Compliance Committee, the

Board approved a number of

changes to the membership

of Board Committees:

•Charlotte Pedersen

stepped down from the

Sustainability and

Culture Committee as a

result of becoming Chair

of the Safety, Security

and Operational

Compliance Committee;

•Charlotte Andsager

stepped down from the

Remuneration

Committee and has

become the Chair of the

Sustainability and

Culture Committee; and

•both Andrew S.

Broderick and Barry

Eccleston were

appointed to the Safety,

Security and Operational

Compliance Committee.

Management changes

In ensuring the development

of a solid talent pipeline, the

Committee oversaw the

strengthening of the senior

leadership team. The

Company welcomed Ian

Malin to the Group as

Executive Vice President and

Group Chief Financial

Officer, following the

departure of Jourik Hooghe.

The Committee considered

the appointment of Yvonne

Moynihan as Corporate and

ESG Officer; Roland Tischner

as Operations Officer, Wizz

Air Hungary; Diarmuid

O’Conghaile as Managing

Director, Wizz Air Malta; and

Veronika Jung as People

Officer.

The Committee also

considered changes to the

senior leadership team

including the change of

Johan Eidhagen from People

& ESG Officer to Managing

Director of Wizz Air Abu

Dhabi, and the change of

Owain Jones from

Development Officer to

Executive Vice President and

Group Chief Corporate

Affairs Officer.

Re-election

In accordance with the UK

Corporate Governance Code

and the Company’s articles,

each Director is required to

seek election or re-election

annually at the Company’s

AGM. The Board, on the

support of the Committee,

recommends the re-election

of all Non-Executive

Directors at the upcoming

AGM. The Committee and

Board are satisfied that the

Non-Executive Directors

have discharged their duties

effectively and demonstrate

the requisite mix of skills

and time commitment

relevant.

Diversity and inclusion

Consistent with the

Company’s Diversity and

Inclusion Policy, the Board

and Committee are

committed to improving

diversity at the Board and

support female

representation on the Board

and senior leadership team.

Due consideration is

afforded to all aspects of

diversity, including gender

social and ethnic

backgrounds. The

Committee is mindful of the

recommendations of the

Financial Conduct Authority,

the UK FTSE Women

Leaders Review, as well as

the Parker Review. In line

with the Company’s policy

on diversity, new

appointments to the Board

will give due consideration

to the above best practice

guidelines.

The Board has 30% female

representation, two of which

are Chairs of the

Sustainability and Culture

Committee and the Safety,

Security and Operational

Compliance Committee,

respectively. The Board

currently does not have any

Directors from an ethnic

minority background.

Increasing Board diversity

will be a priority for F24 and

the Committee has started

the recruitment process for

further Board appointments

who will be identified based

on merit but due regard will

be given to ethnicity and

diversity criteria.

Diversity and inclusion is

embedded in senior

management’s incentive

programme, the Committee

recognises the value of

broader diversity including

nationality. With over 90

nationalities already working

for the Company – and with

7 nationalities represented

both on the Board and with

8 on the Company’s strong

Leadership Team – the

Committee will continue to

ensure that the Company

remains a diverse

organisation that represents

the communities both within

the Company and which we

serve.

It is a priority for the Board

to review the board diversity

and inclusion policy which

complements the group’s

wider workforce policies and

values. In compliance with

DTR 7.2.8AR its intended to

revise and formalise its

diversity and inclusion policy

of the Board and its

Committees, namely the

Remuneration Committee,

Audit Committee and

Nomination and Governance

Committee.

William A. Franke

Chair of the Nomination and

Governance Committee

8 June 2023

Wizz Air Holdings Plc Annual report and accounts 2023123

DIRECTORS’ REMUNERATION REPORT


	“The great people of Wizz Air are central to the recovery of the business. Consequently, attracting and retaining the workforce has been a key focus of the Committee during the year.” Barry Eccleston Chair of the Remuneration Committee

Introduction

Dear Shareholder,

I am pleased to present the

Directors’ Remuneration

Report for the financial year

ended 31 March 2023. I

would like to welcome

Anthony Radev to the

Remuneration Committee

effective from July 2022.

Anthony replaces Charlotte

Andsager who was

appointed as Chair of the

Sustainability and Culture

Committee.

Wizz Air, and the aviation

industry as a whole, faced

several headwinds

throughout the financial

year, including the Russian

invasion of Ukraine, fuel

price increases, inflation and

operational disruption.

However, despite these

challenges, through the

stewardship of the Board,

the Chief Executive Officer

and senior management, the

Company delivered industry-

leading growth and revenue.

The Committee is grateful to

the commitment of

management and employees

during this challenging

period, and as such

approached remuneration

matters and outcomes

within this context.

The Committee was tasked

with balancing the needs of

both management and the

wider workforce to manage

talent and retention. As a

result, the Committee

supported a number of

actions taken by

management in relation to

pay to address the

challenges impacting the

workforce as a result of the

cost-of-living crisis. The

Committee also supported

changes in executive

remuneration in response to

evolving market trends and

to ensure competitiveness.

In doing so the Committee

was also mindful of its

Shareholders’ interests

against the backdrop of

economic uncertainty.

The outlook for F24 expects

a return to pre-pandemic

performance. The

Committee is therefore

confident that the improved

remuneration structures,

which are in line with the

expectations of

Shareholders, will enable the

Company to grow and

guarantee value creation.

Membership, meetings

and attendance

•Barry Eccleston (Chair)

•Anthony Radev (Sept

2022)

•Anna Gatti

The Committee consists of

three Non-Executive

Directors, appointed by the

Board according to

experience, dedication and

capacity. The Company

Secretary acts as Secretary

to the Committee and

relevant members of the

senior leadership team are

invited to attend meetings.