Governance

Board of Directors

Directors are appointed to the Board through a formal process and newly appointed Directors are approved by a Nominations Committee. All new Directors offer themselves for election by shareholders at the first Annual General Meeting following their appointment. On appointment, each Director receives training, as appropriate. All Directors have access to the advice and services of the Company Secretary. The Company offers major shareholders the opportunity to meet new non-executive Directors. The non-executive Directors are appointed for specific terms. All Directors are required to stand for re-election every three years.

A procedure is in place whereby the Directors may, in furtherance of their duties, take independent professional advice, if necessary, at the Group’s expense.

The Group has a policy in place which indemnifies the Directors in respect of legal action taken against them.

At 31 March 2010, the Board of Directors comprised two executive and four non-executive Directors. With the exception of Tom Roche and Donal Tierney, the non-executive Directors were considered independent. Tom Roche, a non-executive Director, chairs the Board and Brian Kearney is the Senior Independent Director. Brian Kearney is available to shareholders who have concerns that cannot be addressed through the Chairman, Chief Executive or Finance Director.

Given the number of independent non-executive Directors serving in the year ended 31 March 2010, it was not possible to populate the committees in accordance with the Combined Code. To enable them to perform their duties, all Directors have full and timely access to all relevant information. It is the opinion of the Board that, between them, the Directors have the range of skills, knowledge and experience required to lead the Company. All Directors bring independent judgement to bear in respect of all matters.

The Board meets regularly throughout the year. Prior to each meeting, all Directors are supplied with a full set of management accounts together with a report from the Chief Executive outlining key aspects of the Group’s performance.

The standard terms of the letter of appointment of non-executive Directors can be inspected at the registered office of the Company or prior to the Annual General Meeting.

Role of the Board

The board is responsible for the leadership of the Company. There is a formal schedule of matters reserved by the Board for decision. This includes the approval of:

• The financial statements
• Business/strategic plans
• Budgets and forecasts
• Capital budgets and expenditure
• Any transactions that materially impact NTR plc’s economic interests
• Board appointments and removals
• Directors’ remuneration
• The terms of reference and membership of NTR plc Board Committees
• The appointment of the auditor

The Board has delegated responsibility for the management of the Group, through the Chief Executive, to executive management. The roles of Chairman and Chief Executive are not combined and there is a clear division of responsibilities between them, which is set out in writing and has been approved by the Board. The Chief Executive is accountable to the Board for all authority delegated to executive management.

The Board has also delegated some of its responsibilities to Committees of the Board.

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

As at 8th June 2011, this Committee comprised the following non-executive Directors: Brian Kearney (Chairman), Christopher 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:

• Appropriate financial reporting;
• Adequate internal controls;
• Corporate governance procedures are in place throughout the Group;
• The effectiveness of the external audit process;
• That an appropriate relationship between the Group and the external auditor is maintained, including reviewing non-audit services and fees; and
• Recommendations are made on the appointment, re-appointment and remuneration of the Group’s external auditor.

Non-audit tax and advisory services were provided by KPMG during the financial year. The Group believes that the provision of these services by KPMG does not conflict with its independence as auditor.

The Committee reviews the Group’s system of internal controls, the processes in place for monitoring and evaluating the risks facing the Group, the choice of accounting policies, the external and internal audit programmes, the annual report and other related matters, including corporate governance. It monitors and reviews the effectiveness of the Group’s internal audit function.

The KPMG Audit Partner and the Finance Director normally attend the Audit Committee meetings. The KPMG Tax Partner attends these meetings at the request of the Committee. The Committee also meets in private session with the external auditor, without executive management present.

Finance Committee

As at 8th June 2011, this Committee comprised the following Directors: Tom Roche (Chairman), Michael McNicholas, Brian Kearney, Christopher Nash and Neil Parkinson. The Finance Committee considers and evaluates proposals, at the discretion of the Board, which may involve major financial expenditure, acquisitions, mergers and business expansions, or may make recommendations to the Board on the appropriate level of dividends and may review capital expenditure and budgets prior to approval by the Board.

Nominations Committee

As at 8th June 2011, this committee comprised the following Directors: Tom Roche (Chairman), Michael McNicholas, Brian Kearney, Christopher 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.

Remuneration Committee

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