Two members of the Aer Lingus board have removed themselves from consideration of Ryanair's €1.4 billion bid for the airline.
Francis Hackett, managing partner of law firm O'Donnell Sweeney, and Michael Johns, a London-based lawyer, will not be participating in board discussions concerning the bid, but they will continue to have an input into other board business.
Mr Hackett is a Government appointee, while Mr Johns was appointed by the Employee Share Ownership Trust (Esot). Because they were appointed by these shareholders, they have decided to step aside from deliberations on the Ryanair bid.
A source close to the Aer Lingus board said the decision was taken for reasons of good corporate governance and not because of pressure from Ryanair.
However, Ryanair said it wanted all the directors to "recuse" themselves, because they had all ultimately been appointed by the Government.
Recuse is a legal term normally referring to the process by which a judge is disqualified from hearing a case, on his or her own motion or upon the objection of either party.
Ryanair said Minister for Transport Martin Cullen has publicly stated his and the Government's opposition to the Ryanair bid. "It is therefore not appropriate for his appointees to decide what is in the best interest of the company and its shareholders, as they are also conflicted and therefore should recuse themselves," it said in a statement issued to the stock exchange.
An Aer Lingus statement said Mr Hackett and Mr Johns were not "for the time being" participating in the board's consideration of the Ryanair offer and related matters. They said this step was taken after the airline's directors concluded this would be in the best interests of the company and its shareholders. Yesterday Aer Lingus officially rejected the Ryanair bid. Meanwhile, the Esot is also studying the offer document.
Aer Lingus said the Ryanair offer was not appealing. Chairman John Sharman said: "The offer from Ryanair is without merit. It fails to recognise the unique position of the group's businesses, its outstanding track record and its excellent growth prospects."