Board Committees

The Board has established four Committees to assist in the execution of its responsibilities. These are:

  • the Audit Committee;
  • the Remuneration Committee;
  • the Internal Control and Risk Committee; and
  • the Nomination Committee:

Each of the Committees has written terms of reference that were approved by the Board which set out the Committee’s powers, responsibilities and obligations.

Audit Committee

The Audit Committee is comprised solely of non-executive Directors. The Committee is chaired by John Lawrie and the members are Joe Moran and Colm Barrington. The Group Chief Executive, Company Secretary, the Head of Internal Audit and the external auditors normally attend meetings of the Committee. The external auditors have unrestricted access to the Committee Chairman at all times.

The Committee oversees the financial reporting and internal controls, the latter in conjunction with the Internal Control and Risk Committee, and provides a formal reporting link with the Auditors. In particular, it reviews the annual and interim financial statements, company announcements, internal control procedures, accounting policies, compliance with accounting standards, the appointment and fees of external auditors and such other related functions as may arise.

The Committee approves the external auditors Terms of Engagement including the scope of the audit and assesses annually external auditor objectivity and independence taking into account relevant professional and regulatory requirements and the relationship with the audit firm as a whole, including the provision of non-audit services. In particular the Committee considers, annually, reports of the total audit and non-audit fees paid to the Group’s external auditors.

Remuneration Committee

The Remuneration Committee is comprised of three non-executive Directors. The Committee is chaired by Joe Moran and the members are John Lawrie and Colm Barrington. The Company Secretary is in attendance whilst the Group Chief Executive normally attends, on the invitation of the Chairman.

The principal responsibilities of the Committee are to determine the remuneration of the executive Directors and review that of other senior executives in the Group. Salaries are set in relation to industry norms and are designed to attract, retain, motivate and reward executives of suitably high calibre. Group executives may qualify for bonuses determined by the performance of the Group and its business units in relation to challenging objectives and specific budgetary targets.

The Board determines the remuneration of the Chairman and the non-executive Directors. The remuneration of the non-executive Directors reflects the time commitment and responsibilities of the role.

Internal Control and Risk Committee

The Internal Control and Risk Committee is comprised of two non-executive Directors. The Committee is chaired by John Rowan and John Lawrie is a member. The Group Chief Executive, Company Secretary and the Head of Internal Audit normally attend meetings of the Committee.

The Committee assists the Board in fulfilling its oversight responsibilities for Corporate Governance by evaluating business and reputational risks, by reviewing the systems of internal controls over business operations and by reviewing the Company’s processes for monitoring compliance with laws, regulations and codes of conduct. The Committee liaises with the Audit Committee as appropriate.

The evaluation of business risk is conducted through a formal process of risk control assessment review over each trading subsidiary company in each of the operating segments under risk headings, including, inter alia, strategic, regulatory, tax, legal, financial, business processes, and technology and management information systems.

Nomination Committee

The Nomination Committee is comprised of three non-executive Directors. The Committee is chaired by Joe Moran and the members are John Lawrie and Colm Barrington. The Group Chief Executive and Company Secretary normally attend meetings of the Committee.

The Nomination Committee is established to carry out a formal selection process of candidates and to make recommendations to the Board on all new Board appointments (having due regard to the provisions of the Articles of Association of the Company regarding the appointment of Directors). The Committee shall, before an appointment is made, prepare a description of the role and capabilities required for a particular appointment; consider candidates from a wide range of backgrounds and consider candidates on merit against objective criteria; and keep under review, together with the full Board, the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace. When deemed appropriate, in relation to the proposed appointment of a non-executive Director, the Nomination Committee may employ the services of an external search consultant or the use of open advertising, or both.

The Nomination Committee normally meets annually, or as needed.