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    AIB Group Structure

    AIB Group plc is the holding company for Allied Irish Banks, p.l.c.. It is listed on the main securities market of the Irish Stock Exchange and has a premium listing in the London Stock Exchange. Allied Irish Banks, p.l.c. is a Credit Institution licensed and regulated by the Central Bank of Ireland and is subject to the provisions of the Central Bank of Ireland Corporate Governance Code.

     

    References on these pages to “AIB”, “the Group” and/or “the AIB Group” refer to AIB Group plc and its subsidiaries. References on these pages to the “Company” refer to AIB Group plc  and Allied Irish Banks, p.l.c.  References to “Board” and/or “Committee” refer to the boards of directors and subcommittees of both AIB Group plc and Allied Irish Banks, p.l.c. 

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    Corporate Governance Practices

    Corporate Governance arrangements and practices

     

    With effect from 11 January 2016, AIB is subject to the requirements of the Central Bank of Ireland’s Corporate Governance Code for Credit Institutions (‘the Central Bank Code’), including requirements which specifically relate to ‘high impact institutions’ and additional corporate governance obligations on credit institutions which are deemed significant for the purposes of the European Union (Capital Requirements) Regulations 2014 (“CRD”) (which transposed the EU Capital Requirements Directive into domestic law).
     

    The Company has also adopted the provisions of the UK Corporate Governance Code (the UK Code which is available on www.frc.org.uk).

     

    AIB’s corporate governance practices also reflect Irish company law, the Listing Rules of the Enterprise Securities Market of the Irish Stock Exchange, CRD and, in relation to the UK businesses, UK company law.

     

    Compliance with CRD

    Regulation 84 of CRD requires institutions to explain, on their website, how they comply with the certain regulations contained in CRD. The document which sets out how AIB complies with the requirements of Regulations 76 to 83 of CRD, which relate primarily to Governance, Remuneration, and Reporting, can be found here.

     

    The Board of Directors
     

    The Board is responsible for corporate governance, encompassing leadership, direction and control of the Group, and is accountable to shareholders for financial performance. While arrangements have been made by the Directors for delegation of the management, organisation and administration of the Company’s affairs, the following matters are specifically reserved for decision by the Board:
     

    • to retain primary responsibility for corporate governance within the Company at all times and oversee the efficacy of governance arrangements;

    •  to determine the Company's strategic objectives and policies, and to ensure that the necessary financial and human resources and operational capabilities are in place for the Company to meet its objectives;

    • to approve the annual financial plan, interim and annual financial statements, operating and capital budgets, major acquisitions and disposals, and risk appetite limits, designated frameworks and relevant policies;

    • to appoint the Chairman of the Board, Board Directors, Chief Executive Officer and Members of the Leadership Team, to address related succession planning, and to approve, where appropriate, the removal of persons in charge of Control Functions;

    •  to endorse the appointment of people who may have a material impact on the risk profile of the Company and monitor on an ongoing basis their appropriateness for the role;

    • to render an account of the Company's activities to its shareholders;

    • to protect the assets of the Company taking into account the interests of the shareholders and the employees in general with appropriate regard for the interests of other stakeholders; and

    •  to put in place and monitor procedures designed to ensure that the Company complies with the law and good corporate citizenship
       

    The Board is responsible for approving high level policy and strategic direction in relation to the nature and scale of risk that AIB is prepared to assume in order to achieve its strategic objectives. The Board ensures that an appropriate system of internal controls is maintained and that effectiveness is reviewed.

     

    Specifically the Board:

    • sets the Group’s Risk Appetite, incorporating risk limits

    • approves designated Risk Frameworks, incorporating risk strategies, policies, and principles;

    • approves stress testing and capital plans under the Group’s Internal Capital Adequacy Assessment Process (“ICAAP”)

    • approves other high-level risk limits as required by Credit, Capital, Liquidity and Market policies

     

     

    The Board receives regular updates on the Group’s risk profile through the Chief Risk Officer’s monthly report, and relevant updates from the Chairman of the Board Risk Committee. An overview of the Board Risk Committee’s activities is detailed below at Board Committees.
     

    AIB has received significant support from the Irish State (‘the State’) in the context of the financial crisis because of its systemic importance to the Irish financial system, as a result of which the State holds c.71.1188% of the issued ordinary shares of the Company. The relationship between AIB and the State as shareholder is governed by a Relationship Framework. Within the Relationship Framework, with the exception of a number of important items requiring advanced consultation with or approval by the State, the Board retains responsibility and authority for all of the operations and business of the Group in accordance with its legal and fiduciary duties and retains responsibility and authority for ensuring compliance with the regulatory and legal obligations of the Group. The Relationship Framework is available here.  



    Chairman

    The Chairman’s responsibilities include the leadership of the Board, ensuring its effectiveness, setting its agenda, ensuring that the Directors receive adequate, accurate and timely information, facilitating the effective contribution of the Non- Executive Directors, ensuring the proper induction of new Directors, the on-going training and development of all Directors, and reviewing the performance of individual Directors.
     

    Mr Richard Pym was appointed Chairman Designate on 13 October 2014 and assumed the role of Non-Executive Chairman with effect from 1 December 2014. In addition to his role as Chairman, Mr Pym is Chairman of the Nomination and Corporate Governance Committee and a Member of the Remuneration Committee. Mr Pym was formerly Chairman and Director of Nordax Bank AB (publ); he stood down from these roles on 15 October 2015 and 11 May 2016 respectively. He stood down from his position as Chairman of UK Asset Resolution Ltd (‘UKAR’) on 5 June 2016, remaining as a Director of UKAR, and related companies Bradford & Bingley plc and NRAM Limited, until he retired from these roles on 26 July 2016. Mr Pym currently has no other external directorship commitments. Mr Pym’s biographical details are available below at Board of Directors.  The role of the Chairman is separate from the role of the Chief Executive Officer, with clearly-defined responsibilities attaching to each; these are set out in writing and agreed by the Board.

     

    Deputy Chairman

    Catherine Woods was appointed as Deputy Chairman on 1st January 2018. In addition to this role, Ms Woods is the Senior Independent Non-Executive Director, Chairman of the Board Audit Committee and Member of the Board Risk Committee and the Nomination and Corporate Governance Committee. Ms Woods' biographical details are available below at Board of Directors.

    Senior Independent Non-Executive Director

    The Senior Independent Non-Executive Director is available to shareholders if they have concerns which contact through the normal channels of Chairman or Chief Executive Officer have failed to resolve, or for which such contact is considered by the shareholder(s) concerned to be inappropriate. Ms Catherine Woods was appointed Senior Independent Non-Executive Director with effect from 30 January 2015.


     In addition to her role as Senior Independent Non-Executive Director, Ms Woods is Deputy Chairman, Chairman of the Board Audit Committee and Member of the Board Risk Committee and the Nomination and Corporate Governance Committee. Ms Woods’ biographical details are available below at Board of Directors. 

     In addition to her role as Senior Independent Non-Executive Director, Ms Woods is Chairman of the Board Audit Committee and Member of the Board Risk Committee and the Nomination and Corporate Governance Committee. Ms Woods’ biographical details are available below at Board of Directors. 

     

    Independent Non-Executive Directors

    As an integral component of the Board, Independent Non- Executive Directors represent a key layer of oversight of the activities of the Company. It is essential for Independent Non- Executive Directors to bring an independent viewpoint to the deliberations of the Board that is objective and independent of the activities of the management and of the Company. Biographical details for each of the Independent Non-Executive Directors are available below at Board of Directors. 

     

    Executive Directors

    Executive Directors have executive functions in the Company in addition to their Board duties. The role of Executive Directors, led by the Chief Executive Officer, is to propose strategies to the Board and following challenging Board scrutiny, to execute the agreed strategies to the highest possible standards. Biographical details for each of the Executive Directors are available below at Executive Leadership Team. 

     

    Chief Executive Officer

    The Chief Executive Officer is responsible for the day-to-day running of the Group, ensuring an effective organisation structure, the appointment, motivation and direction of Senior Executive Management, and for the operational management of all the Group’s businesses. Mr Bernard Byrne was appointed Chief Executive Officer on 29 May 2015.

     

    Leadership Team

    The Leadership Team is the most senior executive committee of the Group and is accountable to the Chief Executive Officer. Subject to financial and risk limits set by the Board, and excluding those matters which are reserved specifically for the Board, the Leadership Team under the stewardship of the Chief Executive Officer has responsibility for the day-to-day management of the Group’s operations. It assists and advises the Chief Executive Officer in reaching decisions on the Group’s strategy, governance and internal controls, and performance and risk management. 

     

    Group Company Secretary

    The Directors have access to the advice and services of the Group Company Secretary, who is responsible for advising the Board through the Chairman on all governance matters, ensuring that Board procedures are followed and that applicable rules and regulations are complied with. The Group Company Secretary facilitates information flows within the Board and its Committees and between Senior Executive Management and Non-Executive Directors, as well as facilitating induction and assisting with professional development as required. Ms Sarah McLaughlin was appointed Group Company Secretary on 21 September 2017. Prior to this, the role of Joint Group Company Secretaries had been held by Mr Robert Bergin and Ms Sarah McLaughlin. 

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    Board of Directors

    Richard Pym, CBE - Non-Executive Chairman

    Age:  67

    Appointed: 13/10/2014 (Chairman Designate) 01/12/2014 (Chairman)                    

    Background & Experience: Mr Pym was co-opted to the Board on 13 October 2014 as Chairman Designate and Non-Executive Director and was appointed Chairman with effect from 1 December 2014. Mr Pym is a Chartered Accountant with extensive experience in financial services having held a number of senior roles including Group Chief Executive Officer of Alliance & Leicester plc. He is a former Chairman of UK Asset Resolution Limited, the entity which manages, on behalf of the UK Government, the run off of the Government owned closed mortgage books of Bradford & Bingley plc and NRAM (No.1) Limited. Mr Pym is a former Chairman of Nordax Bank AB (publ), The Co-operative Bank plc, BrightHouse Group plc & Halfords Group plc. He is a former Non-Executive Director of The British Land Company plc, Old Mutual plc and Selfridges plc.

    Committee membership(s): Chairman of the Nomination and Corporate Governance Committee and member of the Remuneration Committee

    Catherine Woods BA, Mod (Econ) – Senior Independent Non-Executive Director & Deputy Chairman

    Age: 54

    Appointed: 13/10/2010

    Background & Experience: Ms Woods is a Non-Executive Director of AIB Mortgage Bank and EBS d.a.c. She was appointed Senior Independent Non-Executive Director in January 2015. She has been a Director of Beazley Re DAC since July 2015 and became a Director of Beazley plc in January 2016. Ms Woods is a former Vice President and Head of the JPMorgan European Banks Equity Research Team, where her mandates included the recapitalisation of Lloyds of London and the re-privatisation of Scandinavian banks. Ms Woods is a former Chairman of EBS d.a.c., former director of An Post, a former member of the Electronic Communications Appeals Panel and a former Finance Expert on the adjudication panel established by the Government to oversee the rollout of the National Broadband Scheme.

    Committee membership(s): Chairman of the Board Audit Committee, member of the Board Risk Committee & Nomination and Corporate Governance Committee

    Simon Ball, B.Sc (Econ), FCA - Non-Executive Director

    Age: 56

    Appointed: 13/10/2011

    Background & Experience: Mr Ball has previously held roles as Chairman of Anchura Group Limited and Non-Executive Deputy Chairman and Senior Independent Director of Cable & Wireless Communications plc and has served as Group Finance Director of 3i Group plc and the Robert Fleming Group. He has held a series of senior finance and operational roles at Dresdner Kleinwort Benson and was Director General, Finance, for HMG Department for Constitutional Affairs. He is currently a member of the Board of Commonwealth Games England.  

    Committee membership(s): Board Risk Committee, Remuneration Committee & Nomination and Corporate Governance Committee

    Tom Foley B.Comm, FCA– Non-Executive Director

    Age: 63

    Appointed: 13/09/2012

    Background & Experience: Mr Foley is a Non-Executive Director of EBS d.a.c. since November 2012 and AIB Group (UK) p.l.c. since April 2015. He is a Non-Executive Director of Intesa SanPaolo Life d.a.c. Mr Foley is a former Executive Director of KBC Bank Ireland, former CEO of KBC Homeloans and has held a variety of senior management and board positions with KBC in Corporate, Treasury and Personal Banking in Ireland and the UK. He was a member of the Nyberg Commission of Investigation into the Banking Sector during 2010 and 2011 and the Department of Finance Expert Group on Mortgage Arrears and Personal Debt during 2010. Mr Foley is a former Non-Executive Director of BPV Finance (International) plc.  He qualified as a Chartered Accountant with PricewaterhouseCoopers (PwC) and is a former senior executive with Ulster Investment Bank. 

    Committee membership(s): Board Audit Committee & Remuneration Committee

    Peter Hagan BSc, Dip BA– Non-Executive Director

    Age: 68

    Appointed: 26/07/2012

    Background & Experience: Mr Hagan is former Chairman and CEO of Merrill Lynch’s US commercial banking subsidiaries and was also a director of Merrill Lynch International Bank (London), Merrill Lynch Bank (Swiss), ML Business Financial Services, FDS Inc and The Thomas Edison State College Foundation. Over a period of 35 years he has held senior positions in the international banking industry, including as Vice Chairman and Representative Director of the Aozora Bank (Tokyo). During 2011 and until September 2012, he was a Director of each of the US subsidiaries of IBRC. He is at present a consultant in the fields of financial service litigation and regulatory change. 

    Committee membership(s): Chairman of the Board Risk Committee & member of the Board Audit Committee

    Carolan Lennon, B.Sc, MBA – Non-Executive Director

    Age: 50

    Appointed: 27/10/2016                                      

    Background & Experience: Ms Lennon is the Managing Director of Open Eir, Eir's Networks and Wholesale Division. She has held a number of senior roles in Eir, including Acting Managing Director and Consumer and Chief Commercial Officer. Prior to joining Eir, she held a number of senior roles in Vodafone Ireland. Ms. Lennon is a former Non-Executive Director of the DIT Foundation and the Irish Management Institute and currently sits on the Council of Patrons for Special Olympics Ireland.

    Committee membership(s): Board Risk Committee & Board Sustainable Business Advisory Committee

    Helen Normoyle, BBS – Non-Executive Director

    Age: 49

    Appointed: 17/12/2015                                      

    Background & Experience: Ms Normoyle is currently the Marketing Director Boots UK and Ireland. She previously held the roles of Chief Marketing Officer at each of Countrywide, the UK’s largest estate agency group and DFS, Britain’s leading upholstered furniture retailer. Prior to joining DFS, she was Director of Marketing & Audiences at the BBC, responsible for the corporation’s marketing, research, planning and audience services. In 2003, she joined Ofcom, the UK’s telecoms and communications regulator as Director of Market Research where she established and led Ofcom’s market research and intelligence team and, latterly, the Media Literacy team. Before joining Ofcom, she held a range of posts over an eight year period at Motorola, including Director of Marketing and Director of Global Consumer Insights and Product Marketing. She started her career working for one of Europe's leading market research agencies, Infratest+GfK, based in Germany.

    Committee membership(s): Chairman of the Board Sustainable Business Advisory Committee

    Jim O’Hara – Non-Executive Director

    Age: 66

    Appointed: 13/10/2010

    Background & Experience: Mr O'Hara is a former Vice President of Intel Corporation and General Manager of Intel Ireland, where he was responsible for Intel’s technology and manufacturing group in Ireland. He is currently Chairman of a number of indigenous technology start-up companies. He is a past President of the American Chamber of Commerce in Ireland and former board member of Enterprise Ireland and Fyffes plc. Mr O’Hara joined the Board in October 2010 and has been a member of the Audit Committee, Remuneration Committee and Nomination and Corporate Governance Committee since January 2011, and was appointed Chairman of the Remuneration Committee in July 2012. He was appointed Non-Executive Director of EBS d.a.c. in June 2012.

    Committee membership(s): Chairman of the Remuneration Committee & member of the Board Audit Committee, Nomination and Corporate Governance Committee & Board Sustainable Business Advisory Committee

    Brendan McDonagh, BBS, MA, FCIM – Non-Executive Director

    Age: 58

    Appointed: 27/10/2016                                      

    Background and experience: Mr McDonagh is a Non-Executive Director of UK Asset Resolution Limited, where he is the Chairman of the Audit Committee and a Member of the Risk Committee and the Nominations Committee. He currently serves on the advisory board of the business school of Trinity College Dublin. He started his banking career with HSBC in 1979 and worked in Asia, the Middle East, Europe and North America. Mr McDonagh is a former member of the board of Ireland's National Treasury Management Agency and other previous roles include Executive Chairman of the Bank of N.T. Butterfield & Son Limited, Hamilton, Bermuda, and a former CEO of HSBC North America Holdings Inc with responsibility for the Group’s banking and consumer finance operations in the US and Canada. He was also Group Managing Director for HSBC Holdings Inc and a member of the HSBC Group Management Board. 

    Committee membership(s): Board Risk Committee

    Bernard Byrne, FCA – Chief Executive Officer

    Age: 48

    Appointed: 24/06/2011

    Background & Experience: Mr. Byrne was appointed Chief Executive Officer in May 2015. He joined AIB in May 2010 as Group Chief Financial Officer and member of the Bank’s Leadership Team and was co-opted to the Board on 24 June 2011.  Since then he has held a number of leading director roles including Director of Personal, Business & Corporate Banking and more recently Director of Retail & Business Banking.  In January 2015, he was appointed President of Banking & Payments Federation Ireland (BPFI) for a two year term and in March 2017 he was appointed President of the Institute of Bankers (IoB).

    A Chartered Accountant by profession, Mr Byrne joined PricewaterhouseCoopers (PwC) in 1988 and moved to ESB International in 1994, where he worked as Commercial Director for International Investments.  He later became Group Finance Director and Commercial Director with parent company, ESB, until he left to join AIB.  Prior to that, he was Finance Director, and later the Deputy CEO of IWP International plc.

    Committee membership(s): None

    Mark Bourke, B.E., ACA, AITI - Chief Financial Officer

    Age: 50

    Appointed: 29/05/2014

    Background & Experience: Mr Bourke joined AIB in April 2014 as Chief Financial Officer and member of the Leadership Team and was co-opted to the Board on 29 May 2014. He was appointed to the Board of AIB Group (UK) p.l.c. on 6 July 2017. He joined AIB from IFG Group plc where he held a number of senior roles, including Group Chief Executive Officer, Deputy Chief Executive Officer and Finance Director. Mr Bourke began his career at PricewaterhouseCoopers (PwC) in 1989 and is a former partner in international tax services with PwC US in California. He is a member of Chartered Accountants Ireland and the Irish Taxation Institute.

    Committee membership(s): None

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    Executive Leadership Team

    Bernard Byrne, FCA – Chief Executive Officer

    Age: 48

    Appointed: 24/06/2011

    Background and experience: Mr. Byrne was appointed Chief Executive Officer in May 2015. He joined AIB in May 2010 as Group Chief Financial Officer and member of the Bank’s Leadership Team and was co-opted to the Board on 24 June 2011.  Since then he has held a number of leading director roles including Director of Personal, Business & Corporate Banking and more recently Director of Retail & Business Banking.  In January 2015, he was appointed President of Banking & Payments Federation Ireland (BPFI) for a two year term and in March 2017 he was appointed President of the Institute of Bankers (IoB).

    A Chartered Accountant by profession, Mr Byrne joined PricewaterhouseCoopers (PwC) in 1988 and moved to ESB International in 1994, where he worked as Commercial Director for International Investments.  He later became Group Finance Director and Commercial Director with parent company, ESB, until he left to join AIB.  Prior to that, he was Finance Director, and later the Deputy CEO of IWP International plc.

    Committee membership(s): None

    Helen Dooley, LLB – Group General Counsel

    Age: 48

    Appointed: 10/10/2012

    Background & Experience: Ms Dooley was appointed to her current role as Group General Counsel and a member of the Bank’s Executive Leadership Team in October 2012. In June 2014 she also assumed responsibility for the Compliance function. Ms Dooley previously held the role of Head of Legal in EBS d.a.c. (formerly known as EBS Building Society). Prior to this, she held a number of other senior roles in EBS d.a.c. including Head of Regulatory Compliance and Company Secretary. Ms Dooley began her career in 1992 working principally as a banking and restructuring lawyer with Wilde Sapte solicitors in London, moving to Hong Kong in 1998 to work for Johnson Stokes & Master solicitors and returning to Ireland in 2001 to work for A&L Goodbody solicitors.

    Mark Bourke, B.E., ACA, AITI - Chief Financial Officer

    Age: 50

    Appointed: 29/05/2014

    Background and experience: Mr Bourke joined AIB in April 2014 as Chief Financial Officer and member of the Leadership Team and was co-opted to the Board on 29 May 2014. He joined AIB from IFG Group plc where he held a number of senior roles, including Group Chief Executive Officer, Deputy Chief Executive Officer and Finance Director. Mr Bourke began his career at PricewaterhouseCoopers (PwC) in 1989 and is a former partner in international tax services with PwC US in California. He is a member of Chartered Accountants Ireland and the Irish Taxation Institute.

    Committee membership(s): None

    Triona Ferriter – Chief People Officer

    Age: 46

    Appointed: 03/01/2017

    Background & Experience: Ms Ferriter joined AIB in January 2017 as Chief People Officer, and a member of the Bank’s Executive Leadership Team. She has years experience in Human Resources operating at a Senior Management level within both US multinational and indigenous Irish companies, working across diverse business functions, including sales and marketing, manufacturing, shared services and retail, mainly in the Pharmaceutical sector. With experience in companies such as Schering-Plough/MSD, Dunnes Stores and Procter & Gamble, her responsibilities have included the full range of Human Resources functions both at a local organisation and pan European level, and key areas of expertise include effective change management through organisation restructuring and development, strategic business partnering and planning, and management of industrial and employee relations in both unionised and non-unionised environments. 

    Donal Galvin - Group Treasurer

    Age: 44

    Appointed: 28/04/2016

    Background & Experience: Mr Galvin joined AIB in 2013 as Head of Treasury and was appointed to the Bank’s Executive Leadership Team as Group Treasurer in 2016. He has worked in domestic and international financial markets for the past 20 years. Prior to joining AIB, he was Managing Director in Mizuho Securities Asia, the investment banking arm of Japanese bank Mizuho, where he was responsible for Asian Global Markets. Before that, he was Managing Director in Dutch Rabobank where his responsibilities included managing all European & Asian Global Financial Markets business, as well as leading Rabobank’s Global Client Structured Products division.

    Colin Hunt Ph. D – Managing Director, Wholesale Institutional & Corporate Banking

    Age: 46

    Appointed: 08/08/2016

    Background & Experience: Dr Hunt joined AIB as Managing Director, Wholesale & Corporate Institutional Banking Division and a member of the Bank’s Executive Leadership Team in August 2016. Prior to joining AIB, he was Managing Director at Macquarie Capital where he led the development of its business in Ireland. Previously, Dr Hunt was a Special Policy Adviser at the Departments of Transport and Finance, Research Director and Chief Economist at Goodbody Stockbrokers, Head of Trading Research and Senior Economist at Bank of Ireland Group Treasury and a country risk analyst at NatWest.

    Jim O’Keeffe, BA, HDip – Head of Financial Solutions Group

    Age: 49

    Appointed: 02/11/2015

    Background and experience: Mr O’Keeffe is a graduate of University College Cork and has over twenty-seven years banking experience with AIB. During his career, he has worked across many aspects of banking from IT to the retail business.  From 2004 to 2008, he relocated to AIB’s then subsidiary BZWBK in Poland as Head of Personal & SME Business Development.  Following his return to Ireland, from 2009 to 2011 he was Head of AIB’s Direct Channels before taking up his previous role as Head of AIB’s Mortgage Business in June 2011. He was appointed as Head of Financial Solutions Group and a member of the bank’s Executive Leadership Team in November 2015.

    Robert Mulhall B.Sc, MA, QFA, CFA – Managing Director, Retail & Commercial Banking Ireland

    Age: 43

    Appointed: 19/10/2015

    Background & Experience: Mr Mulhall was appointed Managing Director of AIB’s Retail & Commercial Banking Ireland (formerly known as Retail, Corporate and Business Banking) in October 2015. His career in AIB has spanned almost 20 years and covered a variety of roles up to senior executive management level in areas including Digital Channels Innovation, Retail Banking Distribution, Customer Relationship Management, Business Intelligence, Strategic Marketing, Strategy Development, Operations and Sales Management. Coupled with his AIB career, he also held the position of Managing Director, Distribution & Marketing Consulting, and Financial Services with Accenture in North America from 2013 to 2015. In this capacity he brought his industry experience to build a rapidly growing consulting practice in the fast moving and innovative areas of Financial Services in North America.

    Tom Kinsella, B.Comm, FMII, CBD – Chief Marketing Officer

    Age: 47

    Appointed: 02/11/2015

    Background & Experience: Mr Kinsella joined AIB in November 2012 as Group Marketing Director and was appointed to his current role as Chief Marketing Officer and a member of the bank’s Executive Leadership Team in November 2015. In his role he is responsible for ensuring all parts of the organisation are mobilised around providing a great customer experience, in order to realise AIB’s objective of becoming a truly customer focused bank. Prior to AIB he worked in a variety of senior marketing roles in Diageo, working across a wide variety of brands globally and domestically.

    Brendan O’Connor, BA, MBA – Managing Director, AIB Group (UK) p.l.c.

    Age: 51

    Appointed: 15/02/2013

    Background & Experience: Mr O’Connor joined AIB in 1984 and has held a number of senior roles throughout the organisation both in New York and Dublin including Head of AIB Global Treasury Services, Head of Corporate Banking International and Head of AIB Business Banking. Mr O’Connor joined the Bank’s Executive Leadership Team in February 2013 as Head of Financial Solutions Group. He was appointed to his current role of Managing Director, AIB Group (UK) p.l.c. in October 2015.

    Tomás O’Midheach, BComm, MBS, FCCA – Chief Operating Officer

    Age: 47

    Appointed: 01/02/2016

    Background & Experience: Mr O’Midheach was appointed to the role of Chief Operating Officer in February 2016.  He has over 22 years’ experience in the financial services industry. His banking experience has spanned many diverse areas of banking including Finance, Data, Customer Analytics, Direct Channels and Digital. Mr O’Midheach spent 11 years with Citibank in the UK, Spain & Dublin where he held several senior positions in Finance.  He joined AIB in June 2006 to head up a finance operating model transformation and has since held a number of senior executive positions including Head of Direct Channels & Analytics and Chief Digital Officer.

    Deirdre Hannigan – Chief Risk Officer 

    Age: 56

    Appointed: 24/04/2017

    Background & Experience: Ms Hannigan joined  AIB in April 2017 as Chief  Risk  Officer  and  member  of the  Leadership Team. Ms Hannigan began  her  career  in retail  banking  at AIB  before  moving to AIB’s corporate banking team.  In 1995, she left AIB  to be the Head  of Corporate Banking at Rabobank Ireland  Limited.  Since then, Ms Hannigan has gained extensive experience  in risk management, including at GE Money—Ireland as the  Chief  Risk  Officer  from  2007 to  2010, at  GE  Capital  as Enterprise Risk  Management Director (EMEA) from 2010 to 2012 and as Global Credit Risk Review Director  (International) from 2012 to 2014, and most recently at the NTMA as Chief Risk Officer. Ms Hannigan is a fellow of both the Association  of Chartered Certified  Accountants and the Institute of Bankers.  Ms Hannigan is also a Chartered Director from the Institute of Directors.

    Committee Membership(s): None

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    The Board

    Board Meetings

    The Chairman sets the agenda for each Board meeting. The Directors are provided with relevant papers in advance of the meetings to enable them to consider the agenda items, and are encouraged to participate fully in the Board’s deliberations. In total, three meetings of the Board of the Company were held from 8 December 2016, the date of the Company’s incorporation, to 21 September 2017. During that time, the Directors of the Company were Garreth O’Brien and David Joseph Lydon, representing McCann Fitzgerald Solicitors, and the meetings related to non-material post incorporation events which included changing the name of the Company and an application to the Irish Stock Exchange for a legal entity identifier number. The Directors of Allied Irish Banks, p.l.c. were appointed to the Company on 21 September 2017. From 21 September 2017 to 8 December 2017, two Board meetings were held at which the business of the meetings related to the terms of the corporate reorganisation, pursuant to which the Company would be introduced as the holding company of the Group. All directors were in attendance at those meetings. Thereafter, the Board of the Company held one scheduled meeting, concurrent with the Board meeting of Allied Irish Banks, p.l.c. in December 2017, during which the business of AIB Group was considered, with all Directors in attendance.

     

    Board Membership

    It is the policy of the Board that a majority of the Directors should be Non-Executive. There are 9 Non-Executive Directors and 2 Executive Directors on the Board. The Board deems the appropriate number of Directors to meet the requirements of the business to be between 10 and 14. There is a procedure in place to enable the Directors to take independent professional advice, at the Group’s expense. The Group holds insurance cover to protect Directors and Officers against liability arising from legal actions brought against them in the course of their duties.


    Balance and Independence

    Responsibility has been delegated by the Board to the Nomination and Corporate Governance Committee for ensuring an appropriate balance of experience, skills and independence on the Board. Non-Executive Directors are appointed so as to provide strong, effective leadership and appropriate challenge to executive management. The independence of each Director is considered by the Nomination and Corporate Governance Committee prior to appointment, and is reviewed annually thereafter. It has been determined that all Non-Executive Directors in office during 2017, namely Mr Simon Ball, Mr Tom Foley, Mr Peter Hagan, Ms Carolan Lennon, Mr Brendan McDonagh, Ms Helen Normoyle, Mr Jim O’Hara, Mr Richard Pym, Dr Michael Somers (who has since retired) and Ms Catherine Woods, are independent in character and judgement and free from any business or other relationship with the Group that could affect their judgement.

     

    Performance Evaluation

    An external effectiveness evaluation of the Group Board was conducted during 2017, and an overview of that evaluation is outlined below. During 2018, an external firm, Lintstock, facilitated the external effectiveness review of the Board’s performance and provided opinion on the performance of the Board against peers. Lintstock is an independent external consultancy agency with no other connection to AIB Group. In order to ensure that high quality feedback was received, in addition to an online questionnaire, the review was based on face-to-face interviews with the Directors, the Group Company Secretary, as well as meetings with key members of senior management who attended Board Committees and were responsible for key finance, risk and/or control functions. The review sought the Directors’ views on a range of topics including Board composition and expertise, Board culture and dynamics, the Board’s calendar and agenda, the quality and timeliness of information, strategy and operational matters, risk management and internal control, succession planning, human resource management, and priorities. As part of the process, the Chairman met with each Director to review their individual performance. These reviews included a discussion of the Director’s individual contributions and performance at the Board and relevant Board Committees, the conduct of Board meetings, the performance of the Board as a whole and its Committees, compliance with Director-specific provisions of the relevant Central Bank Code, the requirements of the Central Bank’s Fitness and Probity Regulations, and other specific matters which the Chairman and/or Directors wished to raise. The performance of the Chairman was also assessed during the review, with the Board meeting to discuss the outcome of the review of the Chairman’s performance held in his absence.

     

    A report on the findings of the full review was presented to the Board and the Committees, and the outcome of the review was positive. In addition, Lintstock representatives met with the Board informally to discuss the review in more detail, and the Directors sought further insights as to how the Board compared to international peers on numerous matters. The review Report and the subsequent discussions between Lintstock and the Board concluded that the performance of the Board, its Committees, the Chairman and each of the Directors continues to be effective, with all Directors demonstrating commitment to their roles. The Chairman was commended for his leadership and effectiveness as a public ambassador for the Group. The time committed by the Directors to the Group was in fact noted as significant relative to peers. During the evaluation, many Directors commented favourably on the performance of the Board as a whole, describing it as hardworking, appropriately challenging, and highly engaged.

     

    Recommendations from the 2017 review, each of which is being acted upon, included:

    – Volume of Board/Committee papers: The most common observation by Directors concerned the volume of documentation and information which they received. Directors would like to receive more concise reports with clearer signposting of the key issues;

    – Conduct of Board/Committees: Several Directors said that they would value more time in agendas for discussion, while recognising the pressures on meeting time and the significant body of work that Committees, in particular the Risk and Audit Committees, are expected to undertake;

    – Culture: Directors are keen to take a more leading role in the continued enhancement of the organisation’s culture – which is deeply customer-focused, with a clear emphasis on setting the ‘tone from the top’; and

    – Strategy: Potential alternative approaches to the time the Board sets aside each year to focus solely on strategy, including consideration of the longer-term horizon and the impact of changing technology and the competitive landscape.


    Attendance at Board Meetings

    Prior to 8 December 2017, attendance at the meetings of Allied Irish Banks, p.l.c. are counted as attendance for the purposes of the table below. Thereafter, concurrent meetings of the Company and Allied Irish Banks, p.l.c. are counted as a single attendance. In total, fourteen scheduled meetings and six additional out of course meetings were held during 2017.  Attendance at Board Committees is reported in the respective Committee reports of the Annual Financial Report.

     

    Name Board Scheduled Board
    (out of course)
    Directors A B A B

    Richard Pym

    14

    14

    6

    6

    Simon Ball

    14

    14

    6

    6

    Mark Bourke      

    14

    14

    6

    6

    Bernard Byrne

    14

    14

    6

    6

    Tom Foley

    14

    14

    6

    6

    Peter Hagan

    14

    14

    6

    6

    Carolan
    Lennon
    -appointed
    27
    Oct 2016

    14

    14

    6

    5

    Brendan McDonagh-
    appointed
    27
    Oct 2016

    14

    13

    6

    6

    Helen
    Normoyle

    14

    13

    6

    6

    Jim O'Hara

    14

    13

    6

    4

    Dr. Michael Somers*

    14

    13

    6

    6

    Catherine Woods

    14

    13

    6

    6



    Column A indicates the number of scheduled meetings held during 2016 which the Director was eligible to attend; Column B indicates the number of meetings attended by each Director during 2017.

     

    *Dr. Michael Somers resigned with effect from 31st December 2017. 
     

    Conflicts of Interest

    The Board approved Code of Conduct and Conflicts of Interest Policy sets out how actual, potential or perceived conflicts of interest are to be evaluated, reported and managed to ensure that Directors act at all times in the best interests of the Group and its stakeholders. Executive Directors, as employees of the Group, are also subject to the Group’s Code of Conduct and Conflicts of Interests Policy for employees.

     

    Terms of Appointment and time commitment

    Non-Executive Directors are generally appointed for a three year term, with the possibility of renewal for a further three years on the recommendation of the Nomination and Corporate Governance Committee. Any additional term beyond six years will be subject to annual review and approval by the Board. Appointments to the Boards of AIB Group plc and Allied Irish Banks, p.l.c. are co-terminous.

     

    Following appointment, in accordance with the requirements of the Company’s Constitution, Directors are required to retire at the next Annual General Meeting (‘AGM’), may go forward for reappointment, and are subsequently required to make themselves available for reappointment at intervals of not more than three years. The Company’s first AGM is scheduled for 25 April 2018. All Directors of Allied Irish Banks, p.l.c. retired from office at the AGM held in 2017 and offered themselves for reappointment. This practice will continue from 2018 onwards for AIB Group plc.

     

    Letters of appointment, as well as dealing with terms of appointment and appointees’ responsibilities, stipulate that a specific time commitment is required from Directors. A copy of the Directors’ letters of appointment are available on request to members of the Company for inspection during business hours from the Group Company Secretary.

     

    Induction and Professional Development

    There is an induction process in place for new Directors, the contents of which varies for Executive and Non-Executive Directors. In respect of the latter, the induction is designed to provide familiarity with the Group and its operations, and comprises the provision of relevant briefing material, including details of the Group’s strategic, business and financial plans, and a programme of meetings with the Chief Executive Officer and the Senior Management of businesses and support and control functions. A programme of targeted and continuous professional development is in place for Non-Executive Directors.

     

    Board Diversity

    The Board recognises and embraces the benefits of diversity among its own Members, including diversity of skills, experience, background, gender, ethnicity and other qualities, and is committed to achieving the most appropriate blend and balance of diversity possible over time. To this end, the Board approved a Board Diversity Policy during February 2015 which stated that the Board’s aim, with regard to gender diversity, was to ensure that the percentage of females on the Board reached or exceeded 25 per cent by the end of 2016 and thereafter. That target was achieved during October 2016 and the Policy was updated to state the Board’s aim to ensure that the percentage of females on the Board remained at or exceeded 25 per cent. A copy of the Board Diversity Policy is available here

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    Board Committees

    The Board is assisted in the discharge of its duties by a number of Board Committees, whose purpose it is to consider, in greater depth than would be practicable at Board meetings, matters for which the Board retains responsibility. The composition of such Committees is reviewed annually. Each Committee operates under terms of reference approved by the Board. The terms of reference of the Board Audit Committee, the Board Risk Committee, the Nomination and Corporate Governance Committee and the Remuneration Committee are available below. The minutes of all meetings of Board Committees are circulated to all Directors for information and are formally noted by the Board. Papers for all Board Committee meetings are also made available to all Directors, irrespective of membership. This provides an opportunity for Directors who are not members of those Committees to seek additional information or to comment on issues being addressed at Committee level. The Board has established a Sustainable Business Advisory Committee, comprising Non-Executive Directors and Leadership Team Members, to support the execution of the Group’s sustainable business strategy, which includes the development and safeguarding of the Group’s ‘social license to operate’ such that the Group plays its part in helping its customers prosper as an integral component of the Group’s business and operations. Further details in relation to related activities are available on pages 20 to 24. In carrying out their duties, Board Committees are entitled to take independent professional advice, at the Group’s expense, where deemed necessary or desirable by the Committee Members. Reports from the Board Audit Committee, Board Risk Committee, Nomination and Corporate Governance Committee and the Remuneration Committee are presented in the Annual Financial Report. The Committee reports reflect the activities of the Committees of Allied Irish Banks, p.l.c. during the year to 8 December 2017, and the Company’s Committees held after that date, when it was part of the AIB Group, at which the business of the Group was discussed.

     

    Board Audit Committee
     

    Members: Ms Catherine Woods (Chairman), Mr Tom Foley, Mr Peter Hagan, Mr Jim O’Hara


    The Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibilities in relation to:

    • the quality and integrity of the Group’s accounting policies, financial and narrative reports, and disclosure practices;

    • the effectiveness of the Group’s internal control, risk management, and accounting and financial reporting systems; 

    • the adequacy of arrangements by which staff may, in confidence, raise concerns about possibly improprieties in matters of financial reporting or other matters;

    • the independence and performance of the Internal and External Auditors. 

     

    The Committee’s Terms of Reference are available here.

    The Board Audit Committee Report on the Committee’s activities relating to the financial year ended 31 December 2017, including a letter from the Committee Chairman, can be found on pages 195 to 196 in the Annual Financial Report.

     

    Board Risk Committee

    Members: Mr Peter Hagan, Chairman, Mr Simon Ball, Mr Brendan McDonagh, Ms Catherine Woods, Ms Carolan Lennon

    While the Committee has a wide range of responsibilities, its primary roles and responsibilities are:
     

    • providing oversight and advice to the Board in relation to current and potential future risks facing the Group and risk strategy in that regard, including the Group’s risk appetite and tolerance;

    • ensuring the effectiveness of the Group’s risk management infrastructure; – compliance with relevant laws, regulation obligations and relevant codes of conduct;

    • monitoring and reviewing the Group’s risk profile, risk trends, risk concentrations and risk policies;

    • considering and acting upon the implications of reviews of risk management undertaken by Group Internal Audit and/or external third parties.

     

    The Committee’s Terms of Reference are available here.



    The Board Risk Committee Report on the Committee’s activities relating to the financial year ended 31 December 2017, including a letter from the Committee Chairman, can be found on pages 200 to 201 in the Annual Financial Report.

     

    Nomination and Corporate Governance Committee
     

    Members: Mr Richard Pym (Chairman), Mr Simon Ball, Mr Jim O’Hara, Ms Catherine Woods. 
     

    The Nomination and Corporate Governance Committee has oversight responsibility for:
     

    • reviewing the size, structure and composition of the Board, including its numerical strength, the ratio of executive to Non-Executive Directors, the balance of skills, knowledge and experience of individual Members of the Board and of the Board collectively, and the diversity and service profiles of the Directors, and making recommendations to the Board with regard to any changes considered appropriate;

    • identifying persons who, having regard to the criteria laid down by the Board, appear suitable for appointment to the Board, evaluating the suitability of such persons and making recommendations to the Board;

    • reviewing the size, structure, composition, diversity and skills of the Board Committees and subsidiary company Boards and the independence of Non-Executive Directors;

    • reviewing Board and Senior Executive succession planning;

    • reviewing and assessing the adequacy of the Company's corporate governance policies and practices.

       

     

    The Committee’s Terms of Reference are available here.

    The Nomination & Corporate Governance Committee Report on the Committee’s activities relating to the financial year ended 31 December 2017, including a letter from the Committee Chairman, can be found on pages 204-206 in Annual Financial Report.

     

    Remuneration Committee



    Members: Mr Jim O’Hara (Chairman), Mr Simon Ball, Mr Tom Foley, Mr Richard Pym.

     

    The Remuneration Committee has responsibility for:

     

    – recommending Group remuneration policies and practices to the Board;

    – ensuring that the remuneration policy and practices are subject to an annual central and independent internal review;

    – the remuneration of the Chairman of the Board (which matter is considered in his absence);

    – determining the remuneration of the Chief Executive Officer, other Executive Directors, and the other members of the Leadership Team, under advice to the Board; including the Heads of Risk, Compliance, Group Internal Audit and the Group Company Secretary;

    – reviewing the remuneration of Identified Staff, who are individuals classified as ‘material risk takers’ in accordance with the EU Capital Requirements Directive (CRD IV) Remuneration Guidelines of the European Banking Authority (‘EBA Guidelines’);

    – performance-related and share-based incentive schemes, when appropriate.

     

    The Committee's Terms of Reference are available here.

     

    The Remuneration Report including Committee’s activities relating to the financial year ended 31 December 2017,  and a letter from the Committee Chairman, can be found on pages 207-222 in the Annual Financial Report.

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    Auditor Independence

    External Auditor Independence 

    A policy on fees paid to the Auditor (“the Policy”) is in place outlining the circumstances in which the Statutory Auditor (“the Auditor”) is permitted to provide non-audit services to AIB. This Policy is reviewed and approved by the Board Audit Committee (“BAC”).
     

    AIB Group will not engage the Auditor to provide permitted non-audit services without the prior approval of the BAC. The BAC may pre-approve, at the beginning of each year, permitted services subject to an individual contract limit. Contracts of greater value will require individual approval. Where pre-approval has not been granted, permission to engage the Auditor will be granted on a case-by-case basis either at scheduled BAC meetings or, alternatively, if approval needs to be granted outside of the scheduled meetings, the BAC Chair and one other Committee member may grant such permission which will be reported to the BAC at the next scheduled meeting. Where it is feasible, non-audit related services contracts will be put out to tender among suitably qualified firms.
     

    The utilisation of pre-approved limits is a matter for the Finance function.  As an additional governance control, all requests to engage the Auditor in non-audit service are required to be submitted in writing to the Finance Function.
     

    In considering the proposed retention of the Auditor for non-audit services, the BAC reviews and monitors the independence and objectivity of the Auditor, taking into consideration relevant legislation, ethical guidance and the level of non-audit services relative to audit services.
     

    Permitted Services

    Pre-approved services are divided into the following four categories.
     

    1. Audit Services, which includes the annual audit services engagement terms, and any changes in terms, conditions and fees which result from changes in audit scope or the structure of the AIB Group, and other matters including:
     

    • audits under generally accepted auditing standards;  

    • quarterly reviews under the statement of Auditing Standards No.100 ‘Interim Financial Information’
       

    2. Audit Related Services, including assurance and associated services that are reasonably related to the performance of the audit or review of the Group’s Financial Statements;
     

    3. Tax Services, including certain tax compliance, expatriate tax, and tax consultation services, can be provided by the Auditor provided that they have no direct or material effect, separately or in aggregate on the financial statements, that the estimation of the effect on the audited financial statements is comprehensively documented and explained in the additional report to the BAC and the principles of independence laid down in Directive 2006/43/EC are complied with;
     

    4. Other Consultancy Services, including certification of capital or revenue grants, due diligence assistance and providing services and/recommendations in new accountancy provisions or standards.
     

    Prohibited Services

    No authority within AIB can grant approval to engage the Auditor to provide certain prohibited services. Prohibited services are outlined in the Policy and include:
     

    • Certain Tax Services, relating to the preparation of tax forms, payroll tax, custom duties, identification of public subsidies, tax incentives, support regarding tax inspections unless required by law, calculation of direct, indirect and deferred tax and the provision of tax advice;

    • Services that involve any part in the management or decision-making of AIB;

    • Bookkeeping or any services relating to the preparation of accounting records or the financial statements;

    • Payroll Services;

    • Design or implementation of internal controls or risk management procedures relating to the preparation and/or control of financial information or designing and implementing financial information systems; Valuation Services;

    • Certain Legal Services;

    • Services related to the Group’s internal audit function;

    • Services linked to financing, capital structure and allocation or investment strategy;

    • Promoting, dealing or underwriting shares in AIB;

    • Certain Humans Resources Services.
       

    A new EU regulatory framework on statutory audit entered into force in May 2014 through (1) a revised Directive 2014/56/EU, which includes measures to strengthen the independence of statutory auditors, make the audit report more informative, and strengthen audit supervision throughout the EU, and (2) a new Regulation 537/2014, which introduces stricter requirements on the statutory audits of public-interest entities, such as listed companies, credit institutions, and insurance undertakings. Member States had 2 years to implement the revised Directive, with the Regulation becoming directly applicable to Member States on 17 June 2016.
     

    The Policy will be updated once national transposition has completed to reflect all additional relevant matters arising therefrom.

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    Remuneration

    Details of the total remuneration of the Directors in office during 2016 and 2017 are shown in the Remuneration Report on pages 220 to 222 of Annual Financial Report.

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    Risk Oversight and Accountability

    Going Concern

    The financial statements for the financial year ended 31 December 2017 have been prepared on a going concern basis as the Directors are satisfied, having considered the principal risks and uncertainties impacting the Group, that it has the ability to continue in business for the period of assessment. The period of assessment used by the Directors is twelve months from the date of approval of these annual financial statements.
     

    In making their assessment, the Directors considered a wide range of information relating to present and future conditions. These included financial plans covering the period 2018 to 2020 approved by the Board in December 2017, liquidity and funding forecasts, and capital resources projections, all of which were prepared under base and stress scenarios. In addition, the Directors considered the principal risks and uncertainties which could materially affect the Group’s future business performance and profitability and which are outlined on pages 58 to 68 in the ‘Risk management’ section of this report.

     

    Directors' Statement on Risk Management and Internal Controls

    The Board of Directors is responsible for the effective management of risks and opportunities and for the system of internal controls in the Group. The Group operates a continuous risk management process which identifies and evaluates the key risks facing the Group and its subsidiaries. The system of internal controls is designed to ensure that there is thorough and regular evaluation of the nature and extent of risks and the ability of the Group to react accordingly, rather than to eliminate risk. This is done through a process of identification, measurement, monitoring and reporting, which provides reasonable, but not absolute, assurance against material misstatement, error, loss or fraud. This process includes an assessment of the effectiveness of internal controls, which was in place for the full year under review up to the date of approval of the accounts, and which accords with the Central Bank of Ireland’s 2015 Corporate Governance requirements for Credit Institutions and the UK Corporate Governance Code. Further information can be found on page 208 of the Annual Financial Report

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    Relations with Shareholders

    The Group has a number of procedures in place to allow its shareholders and other stakeholders to stay informed about matters affecting their interests. In addition to the Annual Financial Report, which is only sent to those shareholders who request it, the following communication tools are used by the Group:

     

    Shareholders’ Report

    The Shareholders’ Report (‘the Report’) is a summary version of AIB’s Annual Financial Report. The Report, which covers AIB’s performance in the previous year, is sent to shareholders who have opted to receive it instead of the full Annual Financial Report. The summary report does not form part of the Annual Financial Report and is referred to for reference purposes only. 

     

    Website

    This website contains, for the years since 2000, the Annual Financial Report, the Interim Report/Half-yearly Financial Report, and the Annual Report on Form 20-F for the relevant years. In accordance with the Transparency (Directive 2004/109/EC)(Amendment)(No.2) Regulations 2015, this and all future Annual and Half-Yearly Financial Reports will remain available to the public for at least ten years. For the period 2008 to 2013, the Annual Financial Report and the Annual Report on Form 20-F were combined. The Group’s presentation to fund managers and analysts of annual and interim financial results are also available. 

     

    Annual General Meeting (“AGM”)

    All shareholders are invited to attend the AGM and to participate in the proceedings. At the AGM, it is practice to give a brief update on the Group’s performance and developments of interest for the year to date. Separate resolutions are proposed on each separate issue and voting is conducted by way of poll. The votes for, against, and withheld, on each resolution, including proxies lodged, are subsequently published on the Group’s website. Proxy forms provide the option for shareholders to direct their proxies to withhold their vote. It is usual for all Directors to attend the AGM and to be available to meet shareholders before and after the meeting. The Chairman of the Board Committees are available to answer questions about the Committee’s activities. A help desk facility is available to shareholders attending. The Company’s 2018 AGM is scheduled to be held on 25 April 2018, at the RDS Concert Hall, Merrion Road, Ballsbridge, Dublin 4, and it is intended that Notice of the Meeting will be posted to shareholders at least 20 working days before the meeting, in accordance with UK code requirements. 

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