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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's Corporate Governance Requirements for Credit Institutions.

     

    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 Requirements for Credit Institutions (the "Requirements"), 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 requirements of Regulations 76 to 83 of CRD, which relate primarily to Governance, Remuneration, and Reporting, can be found here.

     

    Demonstrating Leadership through Corporate Governance

    The Group is headed by an effective Board which is collectively responsible for the long-term success of the Group and is supported by the Executive Committee, being the most senior executive committee of the Group.

     

    The Group ensures a clear division of responsibilities, including between the Chairman, who is responsible for the overall leadership of the Board and for ensuring its effectiveness, and the CEO, who manages and leads the business.   No one individual has unfettered powers of decision.  Key roles and responsibilities and a formal schedule of matters specifically reserved for Board decision are clearly defined, documented and communicated to key stakeholders.

     

    The Board of Directors

    The Board comprises the Chairman (Mr Richard Pym, who was independent on appointment), eight Independent Non-Executive Directors (Mr Simon Ball, Mr Tom Foley, Mr Peter Hagan, Ms Carolan Lennon, Mr Brendan McDonagh, Ms Helen Normoyle, Mr Jim O’Hara and Ms Catherine Woods) and two Executive Directors (Mr Colin Hunt and Mr Tomás O’Midheach).

     

    The Board deems the appropriate number of Directors to meet the requirements of the business to be between 10 and 14 but acknowledges that this number may go beyond 14 in the short term to accommodate succession planning activities and to ensure the timely induction and development of new Directors.

     

    Notice of the resignations in early 2019 of each of Mr Bernard Byrne, Chief Executive Officer, and Mr Mark Bourke, Chief Financial Officer, were announced in October and September 2018 respectively.

     

    On 8 March 2018, Dr Colin Hunt was formally appointed as CEO and Executive Director. Mr Tomás O’Midheach, COO and Deputy CEO, was formally appointed to the Board as an Executive Director on 13 March 2018.

     

    The Board is responsible for corporate governance, encompassing leadership, direction and control of the Group, and is accountable to shareholders for financial performance. The Board is also responsible for approving high-level policy and strategic direction in relation to the nature and scale of risk that the Group is prepared to assume in order to achieve its strategic objectives, and maintaining an appropriate system of internal controls. 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. 

     

    While arrangements have been made by the Directors for delegation of the management, organisation and administration of the Group’s affairs, the following matters are included in a schedule of matters specifically reserved for decision by the Board:

     

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

    • to set and monitor the culture of the Group to ensure an effective culture, where commitment to high standards and customer values are at the heart of decision-making;

    • to approve and oversee the Group's strategic and financial plans, including operating and capital budgets, and to ensure that the necessary financial and human resources and an appropriate internal control framework are in place for the Group to meet its objectives and support a sustainable business model;

    • to approve and oversee major acquisitions and disposals, including dealing in own securities and treasury shares;

    • to approve risk appetite limits and designated risk frameworks and policies;

    • to approve expenditure in excess of €20 million in accordance with the Board-approved delegated authority framework;

    • to approve the provision of any guarantee, indemnity or security by a Group company or a sum exceeding €100m other than as part of a credit transaction which is approved in accordance with the credit approval process;

    • to prepare financial statements which give a fair, balanced and understandable view of the state of affairs of the Group, to maintain adequate accounting records so as to ensure that such statements comply with statutory requirements and, on the recommendation of the Board Audit Committee, to approve any significant change in accounting policies;

    • to approve the preliminary announcements of interim and full year financial results;

    • to approve the statutory Annual Financial Report, Half-Yearly Financial Report and other published financial statements and information of the Company, including all circulars to shareholders;

    • to appoint the Chairman of the Board, Non-Executive and Executive Directors, the Chief Executive Officer and the Group Company Secretary;

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

    • to approve any decisions regarding the removal of Heads of Control Functions from office

    • to review and approve related party transactions under the applicable Listing Rules;

    • to approve Class 1 transactions under the applicable Listing Rules and to recommend Class 2 transactions to shareholders;

    • to convene a general meeting to allow shareholders to vote on any matter reserved specifically for shareholder approval, as determined under relevant legislation and / or the Listing Rules;

    • to approve dividend policy and declare/recommend dividends to shareholders;

    • to ensure the role of the Board is clearly defined and the roles of the executive and non-executive functions of the Board are distinguishable; such roles shall be described in a written document and approved by the Board; and

    • to establish sub-committees of the Board and their terms of reference.

     

    Relationship with the Irish State

    The Group 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. Following a reduction in its shareholding during 2017, the State now holds 71.12% of the issued ordinary shares of AIB Group plc.

     

    The relationship between the Group 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 advance 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.

     

    In considering the matters reserved for the Board, it should be noted that certain of those matters require advance consultation with, or consent from, the Minister for Finance. The conditions under which such prior consultation or approvals are required are outlined in the Relationship Framework which is available here.  


    Key Roles & Responsibilities

     

    Chairman

    The Chairman’s responsibilities include the leadership of the Board, ensuring its effectiveness, setting its agenda, ensuring 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 of the Group in 2014. Mr Pym currently has no other external directorship commitments. His 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

    Ms Catherine Woods was appointed as Deputy Chairman on 1 January 2018. In this role, Ms Woods steps in as acting Chairman of the Board wherever necessary, and ensures continuity of Chairmanship as required. She deputises for the Chairman, supporting the Chairman in representing and acting as a spokesperson for the Board. The Deputy Chairman is available to the Board for consultation and advice.  

    Senior Independent Non-Executive Director

    As Senior Independent Director (“SID”), Ms Catherine Woods acts as a conduit for the views of shareholders and is available as an alternate point of contact to address any concerns or issues they feel have not been adequately dealt with through the usual channels of communication. The SID also leads the annual review of the Chairman’s performance and succession planning for the chairman’s role. She attends meetings with a range of major shareholders as required, to listen to their views in order to develop a balanced understanding of the issues of concern to them. Ms Woods was appointed to the role of Senior Independent Director on 30 January 2015. 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 Group. It is essential for Independent Non- Executive Directors to scrutinise the performance of management in meeting agreed objectives and monitor the reporting on performance. They should bring an independent viewpoint to the deliberations of the Board that is objective and independent of the activities of the management and of the Group. 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 Group 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 Committee. 

     

    Chief Executive Officer

    The Chief Executive Officer manages the Group on a day-to-day basis and makes decisions on matters affecting the operation, performance and strategy of the Group’s business. The CEO has established an Executive Committee which has responsibility for the day-to-day management of the Group’s operations and assists and advises the CEO in reaching decisions on the Group’s strategy, governance and internal controls, and performance and risk management.

     

     

    Executive Committee

    The Executive Committee 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 Executive Committee 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. Biographical details of all Executive Committee members are available below at Executive Committee.

     

    Group Company Secretary

    The Directors have access to the advice and services of Ms Sarah McLaughlin, the Group Company Secretary, who is responsible for advising the Board 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. The Group Company Secretary communicates with shareholders as appropriate, and ensures that due regard is paid to their interests. 

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    Board of Directors

    Richard Pym, CBE - Non-Executive Chairman

    Age:  69

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

    Background & Experience: Richard is a Chartered Accountant with extensive experience in financial services. He is a former Chairman of UK Asset Resolution Limited, the entity that manages the run-off of the UK Government owned closed mortgage books of Bradford & Bingley plc and NRAM Limited. Richard is a former Chairman of Nordax Bank AB (publ), The Co-operative Bank plc, Brighthouse Group plc and Halfords Group plc. He is a former Non-Executive Director of The British Land Company plc, Old Mutual plc and Selfridges plc. Richard was appointed as Chairman in 2014.

    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: 56

    Appointed: 13/10/2010

    Background & Experience: Catherine is 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. Catherine is a former director of An Post, a former member of the Electronic Communications Appeals Panel, and a former Finance Expert on the government adjudication panel overseeing the rollout of the National Broadband Scheme. Catherine was appointed Senior Independent Non-Executive Director in January 2015 and subsequently Deputy Chairman of the Board on 1 January 2018. 

    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: 58

    Appointed: 13/10/2011

    Background & Experience: Simon has previously held roles as Chairman of Anchura Group Limited and Non-Executive Deputy Chairman and Senior Independent Director of Cable & Wireless Communications plc. Simon has also served as Group Finance Director of 3i Group plc and the Robert Fleming Group. As a Chartered Accountant, 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. Simon is Senior Independent Director on the board of Commonwealth Games England and a Non-Executive Director of Birmingham Organising Committee for the 2022 Commonwealth Games Limited. 

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

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

    Age: 65

    Appointed: 13/09/2012

    Background & Experience: Tom qualified as a Chartered Accountant with PricewaterhouseCoopers and has extensive experience within financial services. He is a former Executive Director of KBC Bank Ireland and has held a variety of senior management and board positions with KBC in Ireland and the UK. During the financial crisis, Tom was a member of the Nyberg Commission of Investigation into the Banking Sector and the Department of Finance Expert Group on Mortgage Arrears and Personal Debt.

    Committee membership(s): Board Audit Committee

    Peter Hagan, BSc, Dip BA– Non-Executive Director

    Age: 70

    Appointed: 26/07/2012

    Background & Experience: Peter 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, and FDS Inc. Peter has held various executive positions across the international banking industry, including Vice Chairman and Representative Director of the Aozora Bank (Tokyo) and 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

    Sandy Kinney Pritchard, BComm – Non-Executive Director

    Age: 60

    Appointed: 22/03/2019                                      

    Background & Experience: Sandy is a UCD graduate, with a distinguished career across the financial services industry. She is an accountant, previously working as a senior partner at PricewaterhouseCoopers LLP and has held a number of Non-Executive Directorship roles, including at Irish Life and Permanent TSB Plc, Skipton Building Society, the FSCS, TSB Bank Plc and MBNA Ltd. Sandy is currently Non-Executive Director and Chair of the Audit Committee at Credit Suisse (UK) Ltd and Non-Executive Chair of the Board of London & Country Mortgages Ltd. She was appointed to the Board as an Non-Executive Director with effect from 22 March 2019.

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

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

    Age: 52

    Appointed: 27/10/2016                                      

    Background & Experience: Prior to her current role of CEO of Eir, Carolan held a variety of executive roles in Eir Limited, including Managing Director of open eir and Acting Managing Director Consumer and Chief Commercial Officer. Prior to joining Eir, she held a number of senior roles in Vodafone Ireland, including Consumer Director and Marketing Director. Carolan is a former Non-Executive Director of the DIT Foundation and the Irish Management Institute.

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

    Helen Normoyle, BBS – Non-Executive Director

    Age: 51

    Appointed: 17/12/2015                                      

    Background & Experience: Helen is currently the Marketing Director of Boots UK and Ireland. She started her career working for one of Europe's leading market research agencies, Infratest+GfK, based in Germany. Helen moved to Motorola, where she held senior positions as Director of Marketing and Director of Global Consumer Insights and Product Marketing. In 2003, Helen moved to Ofcom, the UK’s Telecoms and Communications Regulator as Director of Market Research. Helen also held the roles of Chief Marketing Officer at Countrywide, Chief Marketing Officer at DFS and Director of Marketing and Audiences at the BBC.

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

    Jim O’Hara – Non-Executive Director

    Age: 68

    Appointed: 13/10/2010

    Background & Experience: Jim 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 a past President of the American Chamber of Commerce in Ireland and former board member of Enterprise Ireland and Fyffes plc. Jim has acted as a Non-Executive Director of a number of indigenous technology start-up companies. 

    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: 60

    Appointed: 27/10/2016                                      

    Background and experience: Brendan started his banking career with HSBC in 1979, working across Asia, Europe and North America, where he held various roles such as Group Managing Director for HSBC Holdings Inc, membership of the HSBC Group Management Board, and CEO of HSBC North America Holdings Inc. Brendan is a former Director of Ireland’s National Treasury Management Agency. He was previously the Executive Chairman of Bank of N.T. Butterfield & Son Limited. 

    Committee membership(s): Member of the Board Audit Committee, Board Risk Committee and Remuneration Committee

    Colin Hunt Ph. D – Chief Executive Officer

    Age: 48

    Background & Experience: Colin joined AIB in August 2016 as Managing Director, Wholesale & Corporate Institutional Banking (WIB). Prior to joining AIB, he was Managing Director at Macquarie Capital where he led the development of its business in Ireland. Previously, he 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. In December 2018, Colin was proposed as AIB’s next Chief Executive Officer and took up the role of CEO and Executive Director on the AIB Board on 8 March 2019.

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

    Age: 49

    Background & Experience: Tomás has nearly 25 years’ experience in the financial services industry spanning many diverse areas of banking including finance, data, customer analytics, direct channels and digital. Tomás 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 lead 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. Tomás was appointed as Deputy CEO and sits on the Board as an Executive Director.

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    Executive Committee

    The Executive Committee was constituted on 1 November 2018 and is established by, and accountable to, the Chief Executive Officer to assist with the day to day operations of, and the development of strategy for, AIB Group. Previously, the advisory committee to the CEO was called the Leadership Team and all members of the Executive Committee were members of the Leadership Team also.

     

    Unless indicated otherwise below, the appointment date of the Executive Committee members was 1 November 2018.

    Colin Hunt Ph. D – Chief Executive Officer

    Age: 48

    Background & Experience: Colin joined AIB in August 2016 as Managing Director, Wholesale & Corporate Institutional Banking (WIB). Prior to joining AIB, he was Managing Director at Macquarie Capital where he led the development of its business in Ireland. Previously, he 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. In December 2018, Colin was proposed as AIB’s next Chief Executive Officer and took up the role of CEO and Executive Director on the AIB Board on 8 March 2019.

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

    Age: 49

    Background & Experience: Tomás has nearly 25 years’ experience in the financial services industry spanning many diverse areas of banking including finance, data, customer analytics, direct channels and digital. Tomás 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 lead 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. Tomás was appointed as Deputy CEO and sits on the Board as an Executive Director.

    Triona Ferriter – Chief People Officer

    Age: 48

    Background & Experience: Triona has 20 years' experience in operating at a Senior Management level within both US multinational and indigenous Irish companies. Before working in the banking sector, her previous roles supported diverse business functions, including manufacturing, shared services and retail, mainly in the pharmaceutical sector. Triona has broad experience in driving high-performance cultures and leadership, and is a qualified Mechanical Engineer and a business and executive coach. Prior to joining AIB in 2017, she was a European Executive Director with MSD, a multinational Pharmaceutical organisation.

    Donal Galvin – CFO and Group Treasurer 

    Age: 45

    Appointed: 14/01/2019

    Background & Experience: Donal has worked in domestic and international financial markets over the last twenty years. Prior to joining AIB in April 2013, 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 its London and Asian Global Financial Markets business, as well as being Treasurer of Rabobank International. As announced on and effective from 1 March 2019, Donal succeeds Mark Bourke as Chief Financial Officer.

    Deirdre Hannigan – Chief Risk Officer 

    Age: 58

    Background & Experience: Deirdre joined AIB from the National Treasury Management Agency where she was Chief Risk Officer and chaired the Executive Risk Committee. In prior years she held a number of senior international risk management roles with GE Capital. Before joining GE Capital she held progressively senior roles in Bank of Ireland primarily in Strategy and Risk Management. The early part of her career was spent working in Retail and Corporate Banking with AIB and Rabobank. In 2010, she was admitted as a Chartered Director to the Institute of Directors in London.

    Tom Kinsella, B.Comm, FMII, CBD – Managing Director, Homes

    Age: 49

    Background & Experience: Tom joined AIB in November 2012 as Group Marketing Director and was appointed Chief Marketing Officer and Leadership Team member in 2015. In his current role to which he was appointed in November 2018, Tom has responsibility for meeting the Homes needs of all our customers across AIB, EBS and Haven brands. Prior to AIB, Tom worked in a variety of senior marketing roles in Diageo, working across a wide variety of brands globally and domestically.

    Robert Mulhall B.Sc, MA, QFA, CFA – Managing Director, Consumer Banking

    Age: 44

    Background & Experience: Robert's career in AIB has spanned almost 25 years, covering a variety of roles up to senior executive management level including leadership of Consumer Banking. He has overseen areas such as digital channels innovation, retail banking distribution, customer relationship management, business intelligence, strategic marketing and development, as well as sales management and operations. Outside of AIB, Robert held the position of Managing Director, Distribution & Marketing Consulting, and Financial Services with Accenture in North America from 2013 to 2015, during which time he brought his industry experience to build a rapidly growing consulting practice in the fast moving and innovative areas of Financial Services.

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

    Age: 53

    Background & Experience: Brendan 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. He joined the Leadership Team as Head of Financial Solutions Group before moving to his current role as Managing Director of AIB Group (UK) plc in November 2015.

    Jim O’Keeffe, BA, HDip – Chief Customer & Strategic Affairs Officer

    Age: 51

    Background and experience: During his career, Jim 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. On his return to Ireland, in 2009 he was appointed Head of AIB’s Direct Channels before taking up the role as Head of AIB’s Mortgage Business in June 2011. He was appointed Head of Financial Solutions Group in 2015 with responsibility for developing a strategy to support customers in financial difficulty, which resulted in a significant reduction in NPLs in the period to 2018. He was appointed to his current role in November 2018.

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    The Board

    Board Meetings

    The Chairman sets the agenda for each Board meeting in consultation with the Group Company Secretary and the CEO. The agenda is driven by the indicative Board Work Programme and includes any material matters that have arisen since its agreement that require Board consideration or decision. The Group Company Secretary and the CEO share the Board agenda with the Executive Committee to seek input on any other matters of relevance requiring the Board’s attention and to ensure any emerging issues receive adequate agenda time. The Chairman ensures Board agendas and the meetings themselves are structured to facilitate open discussion, debate and challenge. Unless circumstances or the nature of the topic determine otherwise, matters requiring Board attention are generally considered at an executive governance forum or by an Executive Committee Member in advance. This ensures good governance is observed and appropriate challenge and due consideration of all relevant matters across the Group. Meeting papers are typically distributed one week in advance of the meeting to ensure sufficient time is available to the Directors to review the papers and prepare for the meeting, and to seek clarification or any additional information in advance of the meeting, where necessary.  

     

    Board Membership

    The Board comprises the Chairman (Mr Richard Pym, who was independent on appointment), eight Independent Non-Executive Directors (Mr Simon Ball, Mr Tom Foley, Mr Peter Hagan, Ms Carolan Lennon, Mr Brendan McDonagh, Ms Helen Normoyle, Mr Jim O’Hara and Ms Catherine Woods) and two Executive Directors (Dr Colin Hunt and Mr Tomás O’Midheach).  

     

    The Board deems the appropriate number of Directors to meet the requirements of the business to be between 10 and 14 but acknowledges that this number may go beyond 14 in the short term to accommodate succession planning activities and to ensure the timely induction and development of new Directors. 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. 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, namely Mr Simon Ball, Mr Tom Foley, Mr Peter Hagan, Ms Carolan Lennon, Mr Brendan McDonagh, Ms Helen Normoyle, Mr Jim O’Hara 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. Mr Richard Pym was determined as independent on appointment in acknowledgement that his independence may be impacted during his tenure due to nature of the role and the level of engagement involved. Mr Pym is, however, regarded as continuing to operate in a manner that is independent in character and judgement.

     

    Performance Evaluation

    The Board conducts an annual evaluation of its effectiveness, and is required to have an external evaluation conducted once every three years. Having conducted a successful external evaluation in 2017, which was facilitated by Lintstock and reported on in the 2017 Annual Financial Report, an internal evaluation was carried out in 2018.

     

    The 2018 evaluation was led by the Chairman and was facilitated by the provision of formal questionnaires by Lintstock. The provision of these questionnaires and production of a consolidated report by Lintstock on the outcome of that aspect of the internal evaluation process facilitated comparison of the outcome of the process in 2018 to the 2017 outcome to ascertain the level of progress made in the intervening period.

     

    Lintstock is an independent external consultancy, who also conducted an effectiveness evaluation of the Group’s UK subsidiary during 2018 but has no other connection to AIB Group.

     

    Each Board member completed the online Lintstock questionnaire, which sought their 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 evaluation process, the Chairman met with each Director to review their individual performance. These reviews included 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 2015 Requirements, the requirements of the Central Bank’s Fitness and Probity Regulations, and any other specific matters which the Chairman and/or Directors wished to raise.

     

    The performance of the Chairman was also assessed and, led by the SID, the Board met to discuss the Chairman’s performance, in his absence. The SID subsequently provided an update on the positive outcome of the review to the Chairman.

     

    A consolidated report on the findings of the full evaluation process was presented to the Board and the Committees. The outcome of the evaluation was generally positive, concluding that the Board continued to be effective, with all Directors demonstrating commitment to their roles, with progress being made across all areas when compared to the previous year. 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 2018 review, actions in respect of each which are actively underway, included:

     

    • Board Papers: Similar to the prior year’s evaluation, the Board expressed an appetite for greater brevity and clarity in Board papers. In response, processes have commenced to provide a more ‘real time’ opportunity for the Board to provide feedback and to review the current standards and approach to the collation of executive and Board papers;

    • Decision implementation: Directors are keen to implement a more formal process to assess the quality of the implementation of Board decisions and to review the effectiveness of past decisions. This aims to ensure the Board can continue to enhance effectiveness and learn from the past while ensuring a forward-looking focus.

    • Board Work Programme: Directors recognised the progress made during 2018 in ensuring more time was spent on strategic matters and ensuring a longer term focus. Directors want to see that continue alongside a greater emphasis on culture and behaviours and the 2019 indicative Board Work Programme has incorporated these areas of activity;

    • Enhanced Stakeholder Engagement: Directors wish to continue to enhance engagement with key stakeholders, specifically customers and employees. As such, consideration is underway for opportunities to enhance such engagements and build on engagements that have already taken place and proven effective. In addition, Directors reaffirmed their appetite for the ‘Tone from the Top’ event held during 2018 to be repeated in 2019.

       

     

    Attendance at Board Meetings

    In total, 12 scheduled meetings of the Board were held during 2018 and four additional out of course meetings.

     

    Attendance at Board meetings of AIB Group plc is outlined below. Attendance at Board Committees is reported in the respective Committee reports of the Annual Financial Report.

     

     

    Board Scheduled

    Board
    (out of course)

    Directors

    Eligible to Attend

    Attended

    Eligible to Attend

    Attended

    Richard Pym

    12

    12

    4

    4

    Simon Ball

    12

    12

    4

    3

    Mark Bourke      

    12

    12

    4

    4

    Bernard Byrne

    12

    12

    4

    4

    Tom Foley

    12

    12

    4

    4

    Peter Hagan

    12

    12

    4

    3

    Carolan Lennon

    12

    12

    4

    4

    Brendan McDonagh

    12

    12

    4

    4

    Helen Normoyle

    12

    11

    4

    3

    Jim O'Hara

    12

    12

    4

    4

    Catherine Woods

    12

    12

    4

    4


    During 2018, the Non-Executive Directors met on occasion in the absence of the Executive Directors.

     

    The Board of AIB Group plc and Allied Irish Banks, p.l.c. are coterminous. A number of the Non-Executive Directors are also Non-Executive Directors of the Group’s other material regulated subsidiary companies, namely AIB Group (UK) p.l.c., AIB Mortgage Bank, EBS d.a.c. and EBS Mortgage Finance, which facilitates oversight of subsidiary activities and strong links between the Group and these material entities.  

     

    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.

     

    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 2019 AGM is scheduled for 24 April 2019. In line with previous AGMs, all directors will retire from office at the date of the AGM and may choose to offer themselves for reappointment.

     

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

     

    Non-Executive Directors are required to devote such time as is necessary for the effective discharge of their duties. The estimated minimum time commitment set out in the terms of appointment is 30 to 60 days per annum including attendance at Committee meetings.

     

    Before being appointed, Directors disclose details of their other significant commitments along with a broad indication of the time absorbed by such commitments. Before accepting any additional external commitments, including other directorships that might impact on the time available to devote to their role, the agreement of the Chairman and the Group Company Secretary, and, in certain cases, the Central Bank of Ireland (“CBI”), must be sought.

     

    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 to refresh their skills and knowledge is in place for Non-Executive Directors as part of the overall Board training programme.

     

    Diversity

    Employee diversity and inclusion in AIB Group is addressed through policy, practices and values which recognise that a productive workforce comprises of different work styles, cultures, generations, genders and ethnic backgrounds. AIB Group opposes all forms of unlawful or unfair discrimination. The efficacy of related policy and practices and the embedding of Groups’ values is overseen by the Board.

     

    In terms of Board diversity, the Board recognises and embraces the benefits of diversity among its own Members, including diversity of skills, experience, background, gender and other qualities and is committed to achieving the most appropriate blend and balance of diversity possible over time.

     

    Whilst the Board recognises that the diversity is wider than gender, in order to achieve its objective to build a diverse Board, it has set measurable targets and objectives around the under-represented gender in its Board Diversity Policy.

     

    The original Board Diversity Policy for AIB Group was introduced in 2015 with an initial target to ensure the percentage of females on the Board reached or exceeded 25 per cent by the end of 2016. This target was met in October 2016. Thereafter the Board’s aim was to ensure that the percentage of females on the Board remained at or exceeded 25 per cent.

     

    On review of the Board Diversity Policy in July 2018, the Board set a new target to achieve 30 per cent female representation by the end of 2020 and thereafter, to take opportunities to increase the number of female directors over time, where that is consistent with other skills and diversity requirements. At 31 December 2018, the percentage of females on the Board stood at 27 per cent and the Board is confident it will reach its target by 2020.

     

    In terms of implementation, the Nomination and Corporate Governance Committee (the “Committee”) reviews and assesses AIB Group Board composition and has responsibility for leading the process for identifying and nominating, for approval by the AIB Group Board, candidates for appointment as directors. In reviewing AIB Group Board composition, balance and appointments, the Committee considers candidates on merit against objective criteria and with due regard for the benefits of diversity, in order to maintain an appropriate range and balance of skills, experience and background on the Board. Where external search firms are engaged to assist in a candidate search, they will be requested to aim for a fair representation of both genders to be included in the initial list of potential candidates so the Committee have a fair list from which to select candidates for interview.

     

    The Board Diversity Policy and monitoring of performance relative to targets set out therein is a matter for the Committee, which discusses progress relative to the agreed targets. A copy of the Board Diversity Policy which applies to the Group is available here

     

    The Board Sustainable Business Advisory Committee is tasked with considering and advising on AIB Group’s policies relating to employee diversity in AIB Group generally.

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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 required to be formally reviewed annually, however, it is, in fact, a continuous process. 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. Such circulation of minutes and papers are restricted should there be a conflict of interest or issues of personal confidentiality. 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 members of senior management, 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.

     

    In carrying out their duties, Board Committees and the Advisory Committee 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.

     

    Board Audit Committee

    Members: Ms Catherine Woods (Chairman), Mr Tom Foley, Mr Jim O'Hara, Mr Brendan McDonagh and Mr Peter Hagan.

     

    A full overview of the responsibilities of the Committee are set out in its Terms of Reference. The Committee is appointed by the Board to assist the Board in fulfilling its independent 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 2018, including a letter from the Committee Chairman, can be found on pages 186 to 191 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

     

    A full overview of the responsibilities of the Committee are set out in its Terms of Reference. The Committee assists the Board in proactively fostering sound risk governance within the Group through ensuring that risks are appropriately identified and managed, and that the Group’s strategy is informed by, and aligned with, the Board approved risk appetite. The remit of the Committee continues to evolve year on year. However, its primary roles and responsibilities are:
     

    • providing assistance 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, with a view to ensuring that the Board is equipped to fulfil its oversight responsibilities in relation to these;

    • assessing the effectiveness of the Group’s risk management infrastructure;

    • monitoring compliance with relevant laws and regulation obligations;

    • 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;

    • promoting a risk awareness culture within the Group

     

    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 2018, including a letter from the Committee Chairman, can be found on pages 192 to 195 in the Annual Financial Report.

     

    Nomination and Corporate Governance Committee

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

    A full overview of the responsibilities of the Committee are set out in its Terms of Reference. The purposes of the Committee are:
     

    • to support and advise the Board in fulfilling its oversight responsibilities in relation to the composition of the Board by ensuring it is comprised of individuals who are best able to discharge the duties and responsibilities of Directors to include leading the process for nominations and appointments to the Board and Board Committees as appropriate, and making recommendations in this regard to the Board for its approval;

    • to support and advise the Board in fulfilling its oversight responsibilities in relation to the composition of the Group’s Executive Committee and the composition of the boards of its licensed subsidiaries; and

    • to keep Board governance arrangements, corporate governance compliance and related policies under review and make appropriate recommendations to the Board to ensure corporate governance practices are consistent with best practice corporate governance standards

     

    The Committee’s Terms of Reference are available here.

    The Nomination and Corporate Governance Committee Report on the Committee’s activities relating to the financial year ended 31 December 2018, including a letter from the Committee Chairman, can be found on pages 196-200 in the Annual Financial Report.

     

    Remuneration Committee

    Members: Mr Jim O’Hara (Chairman), Mr Simon Ball, Mr Brendan McDonagh and Mr Richard Pym.

     

    A full overview of the responsibilities of the Committee are set out in its Terms of Reference. The purposes of the Committee are:

     

    • to oversee the design and implementation of the Group’s overall Remuneration Policy for employees and directors, designed to support the long term business strategy, values and culture of the Group as well as to promote effective risk management and comply with applicable legal and regulatory requirements;

    • to oversee the operation of Group-wide remuneration policies and practices for all employees, with specific reference to Executive Directors, the Chief Executive Officer, Executive Committee members, Heads of Control Functions and Material Risk Takers; and

    • to perform any other functions appropriate to a Remuneration Committee or assigned to it by the Board.– recommending Group remuneration policies and practices to the Board;

     

    The Committee's Terms of Reference are available here.

     

    The Remuneration Report including Committee’s activities relating to the financial year ended 31 December 2018, and a letter from the Committee Chairman, can be found on pages 201-224 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.
       

    The Group policy adheres to the rules contained in the Statutory Instrument (S.I. 312 of 2016) in Ireland which gives effect to the EU Directive (2014/56/EU) and Regulation (537/2014 ) on these matters.

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    Remuneration

    Details of the total remuneration of the Directors in office during 2017 and 2018 are shown in the Remuneration Report on pages 208 to 209 of the Annual Financial Report.

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    Risk Oversight and Accountability

    Going Concern

    The financial statements for the financial year ended 31 December 2018 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 2019 to 2021 approved by the Board in December 2018, 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 62 to 68 in the ‘Risk management’ section of the Annual Financial 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 212 of the Annual Financial Report

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    Relations with Shareholders

    The Board recognises and values greatly the need to deliver a programme of engagement that offers all shareholders the opportunity to receive Group communications and to share their views with the Board.

     

    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 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

    The Group’s website enables access to documents and communications as soon as they are published, including in relation to shareholder meetings.

     

    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”)

    The Annual General Meeting (“AGM”) is an opportunity for shareholders to hear directly from the Board on the Group’s performance and strategic direction, and importantly, to ask questions. 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 2019 AGM is scheduled to be held on 24 April 2019, at The Ballsbridge Hotel, Pembroke Road, Ballsbridge, Dublin 4, Ireland, 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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