Corporate Governance
The Board of Directors is accountable to the Company’s shareholders for good corporate governance.
Board of Directors
Regular Board meetings are scheduled to take place throughout the year. All major policies are approved by the Board including acquisitions, disposals and major capital expenditure. In addition, approval of the annual budget is performed by the Board.
The Company does not combine the role of Chairman and Chief Executive Officer.
If required, the Directors are entitled to take independent legal advice and, if the Board is informed in advance, the cost of the advice will be reimbursed by the Company.
The Company Secretary’s services are available to all members of the Board. The appointment and removal of the Company Secretary is a decision for the Board as a whole.
All Directors are subject to re-election.
The Board is provided with detailed Board papers in advance of each Board meeting and in addition receive regular management financial reports to enable it to discharge its duties.
The Remuneration Committee
The Remuneration Committee is responsible for determining and agreeing with the Board the terms and conditions and remuneration of the Executive Directors and senior management. It also makes recommendations to the Board concerning employee incentives, the grant of share options and pension contributions. The Remuneration Committee may consult external agencies when ascertaining market salaries and employee incentives.
The Audit Committee
The Audit Committee is responsible for ensuring that the financial performance of the Group is properly reported on and monitored. It reviews the adequacy of the Group’s financial controls and provides an opportunity for the external auditors to communicate directly with the Non-Executive Directors.
Relationships with shareholders
The Company gives high priority to its communication with shareholders by means of an active investor relations programme. This is achieved through publications such as the annual and interim report, press releases and the Group’s website. Newsworthy items are issued to the market on a timely basis through press releases and, in addition, corporate information is regularly updated on the Company’s website.
The Board regards the annual general meeting of the Company as an important opportunity for shareholders, Directors and management to meet, exchange views and discuss the progress of the Group. Shareholders are encouraged to attend for these purposes
Internal control
The Board is responsible for establishing and maintaining the Group’s system of internal control, including suitable monitoring procedures. The procedures which include financial, operational and compliance matters are reviewed on an on-going basis.
The Group operates a budgeting and financial reporting system including the preparation of budgets and management reports on a regular basis for presentation at Board meetings. Performance against budgets is monitored and reported upon. Cash flow forecasting is also carried out on a regular basis to provide the Board and management with the necessary data to determine future financing needs.
There are inherent limitations in any system of internal control and, accordingly, even the most effective system can provide only reasonable, and not absolute, assurance with respect to the preparation of financial information and the safeguarding of assets.
Irish company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and the Group and of the loss of the Group for that period. In preparing those financial statements, the Directors are required to:
select suitable accounting policies for the Group and the Parent Company financial statements and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping proper books of account which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements are prepared in accordance with International Financial
Reporting Standards as adopted by the European Union and comply with Irish statute comprising the Companies Acts, 1963 to 2009. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.