Committees

There are three Board committees with formal terms of reference.

The Audit Committee


Composition

At 4 March 2016, the Audit Committee members were non-executive Directors John Sheehan (Chairman), Catherine Duffy and Brian O’Kelly. The Board has determined that all appointees are independent and that Brian O’Kelly and John Sheehan have recent and relevant financial experience. The Company Secretary acts as secretary to the Committee.


Meetings

The Committee meets at least three times during the course of each financial year, with each meeting agenda corresponding with the Group’s financial year.

The Committee invites the Chief Executive, Chief Financial Officer, other senior management, Internal Auditor and External Auditor to attend meetings from time to time. The Committee meets with the Internal Auditor and External Auditor alone at least once a year.

The scheduled meetings take place on the same day as Board meetings. The Chairman provides updates to the Board on key matters discussed and minutes are circulated to the Board.


Role and Responsibilities

The role, responsibilities and duties of the Audit Committee are set out in written terms of reference which were last updated by the Board on 5 March 2014. The terms of reference are available from here

The Committee supports the Board in fulfilling its responsibilities in relation to the integrity of financial reporting and advises whether the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s performance, business model and strategy. It keeps under review the effectiveness of the Company’s internal controls and financial risk management systems, including the internal audit function. It oversees the relationship with the External Auditor, including consideration of the appointment of the External Auditor, the level of audit fees, and any questions of independence, resignation or dismissal. The Committee discusses with the External Auditor the nature and scope of the audit and the findings and results. The Committee also formulates and oversees the operation of the Group’s whistleblowing procedures.

For further details on the Audit Committee including detail of work performed please refer to the Report of the Audit Committee included in the Annual Report.

The Nomination Committee


Composition

At 4 March 2016, the Nomination Committee members were non-executive Directors John B. McGuckian (Chairman), Catherine Duffy and executive Director Eamonn Rothwell. The Company Secretary acts as secretary to the Committee.


Meetings

The Committee meets as required but at least once during the course of each financial year. The Chairman provides updates to the Board on key matters discussed.


Role and Responsibilities

The role, responsibilities and duties of the Nomination Committee are set out in written terms of reference which were last reviewed by the Board on 4 March 2014. The terms of reference are available from here

Its duties are to regularly evaluate the balance of skills, knowledge, experience and diversity of the Board and Committees and make recommendations to the Board with regards to any changes. It is also charged with searching out, identifying and proposing to the Board new appointments of executive or non-executive Directors. The committee also considers the re-appointment of any non-executive Director on the expiry of their term of office. In discharging its duties the Committee is cognisant of the requirement to allow for orderly succession and refreshment of the Board.

For further details on the Nomination Committee including detail of work performed please refer to the Report of the Nomination Committee included in the Annual Report.

The Remuneration Committee


Composition

The Remuneration Committee comprises the non-executive Directors Brian O’Kelly (Chairman) and John Sheehan. Both Directors bring significant professional expertise to their roles on this Committee.


Meetings

The Committee meets as required but at least once during the course of each financial year. The Chairman provides updates to the Board on key matters discussed.


Role and Responsibilities

The role, responsibilities and duties of the Remuneration Committee are set out in written terms of reference which were last reviewed by the Board on 2 March 2016.The terms of reference are available from here

The Committee’s 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. In framing remuneration policy the Remuneration Committee has regard to comparable companies in both size and complexity. The Remuneration policy is also designed to align remuneration with the financial results of the Group and with the longer term interests of the Group’s shareholders. Remuneration comprises salary, performance pay, other benefits, share option awards and restricted share awards.

For further details on the Remuneration Committee including detail of work performed, remuneration policy and details of Directors’ remuneration please refer to the Report of the Remuneration Committee included in the Annual Report.

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