Board Committees

There are three Board committees with formal terms of reference.

The Audit Committee
The Nomination Committee
The Remuneration Committee

The Audit Committee

The Audit Committee comprises Peter Crowley and Bernard Somers, both non- executive directors.

Its duties are to oversee the relationship with the external auditor including considering the appointment of the external auditor, audit fee, and any questions of independence, resignation or dismissal and to discuss with the external auditor the nature and scope of the audit and the findings and results. The committee also monitors the integrity of financial statements made by the Company.

The committee keeps under review the effectiveness of the Company's internal controls and risk management systems, including the internal audit function. It reviews the internal audit programme, ensures that the internal audit function is adequately resourced, and considers the major findings of investigations and management's responsiveness to these findings and recommendations.

The Nomination Committee

The Nomination Committee comprises the non-executive directors John McGuckian (committee chairman) and Peter Crowley along with executive director Eamonn Rothwell.

Its duties are to regularly review the skills, knowledge and experience required of the board, now and in the future, compared to its current position and make recommendations to the board with regard to any necessary changes. It is also charged with searching out, identifying and proposing to the Board new appointments of executive or non-executive directors.

The Remuneration Committee

The Remuneration Committee comprises John McGuckian (committee chairman) and Peter Crowley, both non-executive directors. Its duties are to approve the remuneration structures and levels of the executive directors and senior management. It ensures a remuneration policy framework such that individuals are appropriately rewarded and motivated to perform in the best interest of the shareholders.

All of the non-executive directors are considered by the Board to be independent of management and free of any relationships that could interfere with the exercise of their independent judgement.