Governance - Our Committees

Board Committees

The Board delegates certain responsibilities to Board committees and has established an Audit Committee, Nominations Committee, Finance Committee and Remuneration Committee.

Audit Committee

Since 8th June 2011, this committee comprised the following non-executive Directors: Brian Kearney (Chairman), Chris Nash and Donal Tierney. The committee has written terms of reference which deal with its authority and duties. These terms of reference include assisting the Board in fulfilling its responsibilities for ensuring:

  • proper accounting;
  • appropriate financial reporting;
  • adequate internal controls;
  • corporate governance procedures are in place throughout the Group; and
  • recommendations are made on the appointment, re-appointment and removal of the Group’s external auditor.

The committee meets periodically to consider, interalia, the Group’s system of internal controls, the choice of accounting policies, the external and internal audit programme, the annual report and other related matters, including corporate governance. It monitors and reviews the effectiveness of the Group’s internal audit function. It also reviews the cost effectiveness of the external audit and the extent of non-audit services provided by the auditor, with a view to ensuring that auditor objectivity and independence is safeguarded.

Nominations Committee

Since 8th June 2011, this committee comprised the following Directors: Tom Roche (Chairman), Michael McNicholas, Brian Kearney, Chris Nash and Donal Tierney.

The Nominations Committee advises the Board on new Board appointments. The terms of reference include responsibility for:

  • identifying and nominating, for the approval of the Board, candidates to fill Board vacancies as and when they arise;
  • evaluating the skills, knowledge and experience of the Board;
  • performance evaluation;
  • succession planning;
  • reviewing the composition of the Board;
  • reviewing the leadership of the Board.

The Board engages the services of independent consultants to search for suitable candidates to serve as non-executive Directors.

Finance Committee

Since 8th June 2011, this committee comprised the following Directors: Tom Roche (Chairman), Michael McNicholas, Brian Kearney, Chris Nash and Neil Parkinson. The Finance Committee considers and evaluates proposals involving major financial expenditure, acquisitions, mergers and business expansions, makes recommendations to the Board on the appropriate level of dividends and reviews capital expenditure and budgets prior to approval by the Board.

Remuneration Committee

Since 8th June 2011, this committee comprised the following non-executive Directors: Tom Roche (Chairman), Brian Kearney and Donal Tierney.