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Audit, Risk and Compliance Committee

Paul Hogan, John Holly and Gerard Penny each sit on the Audit, Risk and Compliance Committee which is chaired by Paul Hogan.

The committee is responsible for ensuring that the financial performance of the Group is properly reported on and reviewed. The committee’s role includes monitoring the integrity of the financial statements of the Group, reviewing significant financial reporting issues, reviewing the effectiveness of the internal financial controls, monitoring and reviewing the effectiveness of the internal audit function, making recommendations to the Board on the appointment or removal of the external auditors as well as approving their remuneration and terms of engagement and evaluating their performance.

The terms of reference of this committee state that the composition should comprise of a minimum of three independent Non-Executive Directors, to the extent possible. The committee does not currently meet this independence criteria, but it is the Board’s intention to transition to a fully independent Audit, Risk and Compliance Committee. Each appointment is for a term of up to three years, which may be extended by up to two further three-year terms, provided the Director in question remains independent. Members must rotate so that the committee regularly includes new members. The Chairperson of the committee is appointed by the Board. At least one member of the committee should have significant, recent and relevant financial experience. The committee will meet at least four times per year at appropriate intervals in the financial reporting and audit cycle, and otherwise as required.

The Terms of Reference of the Audit, Risk and Compliance Committee is available here.

 

Remuneration Committee

Maurice Pratt, Sue Webb and Padraic Staunton each sit on the Remuneration Committee which is chaired by Maurice Pratt.

The committee’s main duties are to determine the Group’s policy on executive remuneration; review the suitability of performance measurement criteria for the Executive Directors and senior management; review the notice periods for Executive Director employment contracts; determine compensation arrangements for early termination of employment contracts; administer share option.

Schemes for Executive Directors and senior management; and review the performance of Executive Directors against key performance indicators for the purposes of determining annual bonus entitlements and make recommendations to the Board about pay out level. The committee is responsible for reviewing the remuneration of the Chief Executive Officer and the other Executive Directors. The committee must consult the Chief Executive Officer fully about its remuneration proposals. No director or senior manager may be involved in any decisions as to their own remuneration. The committee is also responsible for appointing remuneration consultants.

The committee is appointed by the Board and the terms of reference of this committee state that the composition should comprise a minimum of three Directors, at least two of whom must be independent Non-Executive Directors. The committee does not currently meet this independence criteria but it is the Board’s intention to transition to a Remuneration Committee that comprises at least two independent Non-Executive Directors. Each appointment is for a term of up to three years, which may be extended by up to two further three-year terms, provided (where relevant) the Director in question remains independent. The committee will meet at least once per year.

The Terms of Reference of the Remuneration Committee is available .

 

Nomination Committee

Heather Ann McSharry, Maurice Pratt, Marie McConn and Mark Moran each sit on the Nomination Committee which is chaired by Heather Ann McSharry.

The committee is responsible for overseeing succession planning for the Board and senior management. It is also responsible for assessing the leadership needs for the Group in terms of its ability to compete effectively in its industry.

The committee is appointed by the Board and the terms of reference of this committee state that the composition should comprise a minimum of three Directors, the majority of whom must be independent Non-Executive Directors. The committee does not currently meet this independence criteria but it is the Board’s intention to transition to a Nomination Committee that comprises a majority of independent Non-Executive Directors. Each appointment is for a term of up to three years, which may be extended by up to two further three-year terms, provided the Director in question continues to meet the criteria for membership of the committee. The chairperson of the committee may be either the chairperson of the Board or another independent Non-Executive Director. The committee will meet at least once per year.

The Terms of Reference of the Nomination Committee is available here.