The Board has established an Audit Committee and a Nomination and Remuneration Committee. These committees have written terms of reference.
The Audit Committee is comprised of Breffni Byrne, John Hennessy, Colm Long and Oliver Tattan, with Breffni Byrne as the Committee Chairman. The Board is satisfied that Breffni Byrne has recent and relevant financial experience.
The Audit Committee meets at least three times each year. The Audit Committee reviews the accounting principles, policies and practices adopted in the preparation of the interim and annual financial statements, as well as reviewing the scope and performance of the Group’s internal finance function and reviewing the Group’s systems of financial control and risk management. It also discusses the scope and results of the audit with the external auditor and reviews the effectiveness and independence of the auditor. The external auditor attends the Audit Committee meetings by invitation.
The Chief Executive, Chief Operating Officer/Deputy Chief Executive and the Chief Financial Officer also attend parts of the meeting by invitation. The external auditor has the opportunity to meet with the members of the Audit Committee in the absence of executives of the Group at least once a year.
During the year ended 30 June 2018, the Audit Committee, operating under its terms of reference, discharged its responsibilities by:
Reviewing risks associated with the business.
Reviewing the appropriateness of the Group’s accounting policies.
Reviewing the external auditor’s plan for the audit of the Group’s 2018 financial statements, which included an assessment of the audit scope, key risk areas, confirmation of auditor independence and the proposed audit fee, and approving the terms of engagement for the audit.
Reviewing and approving the 2018 audit fee and reviewing non-audit fees payable to the Group’s external auditor in 2018.
Reviewing the external auditor’s reports to the Audit Committee in relation to year end audits and reviewing the financial statements prior to issue.
Reviewing the effectiveness of the external audit process.
Reviewing performance improvement observation reports on internal controls in the Group’s businesses prepared by the external auditor as part of the Group’s audit process.
Reviewing the Group’s interim results prior to Board approval.
Reviewing the effectiveness of the Group’s internal control system and overseeing the internal audit function.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee is comprised of Breffni Byrne, John Hennessy and Oliver Tattan. Oliver Tattan is the Committee Chairman.
The Nomination and Remuneration Committee meets as required and at least once a year. It comprises three Non-Executive Directors and the Chief Executive attends part of the meeting by invitation but is not present for the determination of her own remuneration. Emoluments of Executive Directors are determined by the Committee.
In the course of each financial year, the Committee determines basic salaries as well as the parameters for any possible bonus payments. The Committee applies the same philosophy in determining Executive Directors’ remuneration as is applied in respect of all employees. The underlying objective is to ensure that individuals are appropriately rewarded relative to their responsibilities, experience and value to the Group.
The Committee is mindful of the need to ensure that in a competitive environment the Group can attract, retain and motivate executives who can perform to the highest levels of expectation. Annual bonuses and LTIP awards, if any, are determined by the Committee on the basis of objective assessments based on the Group’s performance during the year measured by reference to key financial indicators, as well as by a qualitative assessment of the individual’s performance.
The overarching principle of the Group’s remuneration arrangements is to promote the long-term success of the business by supporting the implementation of strategy while encouraging and rewarding the right behaviours, value and culture.
In respect of potential nominations to the Board, the Committee meets at least once a year. Annually, the Committee considers the mix of skills and experience that the Board requires and seeks to propose the appointment of Directors to meet its assessment of what is required to ensure that the Board continues to operate effectively in discharging its responsibilities.
The Committee considers succession plans for the Group Board and other senior managers over the short and longer-term, keeping in mind the balance of skills and experience required to ensure that the Group’s commitment to deliver sustainable shareholder value is met. A clear career progression for employees and a talent pipeline is key to the Group’s growth and helps to attract and retain talented individuals.
The Group is committed to maximising career opportunities through significant investment in training and professional development at all levels. The Committee supports internal development programmes to build the skills required of future leaders amongst relevant employees.