• --------------------Start of Accordion---------------------------

    AIB Group Structure

    AIB Group plc is the holding company for Allied Irish Banks, p.l.c. (AIB).

     

    AIB is a financial services group operating predominantly in Ireland and the United Kingdom. We provide a range of services to retail, business and corporate customers, with market-leading positions in key segments. AIB is the principal brand across all geographies. In Ireland, EBS is our challenger brand and Haven is our mortgage broker channel.

     

    With over 2.8 million customers, we are committed to backing sustainable communities. We pledge to do more to support the transition to a low-carbon economy.

     

    AIB Group plc is listed on the Main Securities Market of Euronext Dublin and has a premium listing on 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 2015.

     

    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. 

     

    The Board and Board Committees of AIB Group plc and Allied Irish Banks, p.l.c. are mostly the same, therefore we apply relevant corporate governance requirements and codes to both entities. Other regulation and guidance may apply to our subsidiaries.

     

    Certain information on the Group is provided on this website for ease of reference or due to legislation, regulation or best practice guidance. More detailed and additional information on the corporate governance structures in place across the Group is also available in the Corporate Governance Section of the Annual Financial Report each year available here.

    --------------------End of Accordion---------------------------

  • --------------------Start of Accordion---------------------------

    Corporate Governance Framework

    The Group’s Governance Framework underpins effective decision-making and accountability. It is the basis on which the Group conducts its business and engages with customers and stakeholders. It ensures that organisational and control arrangements are appropriate to the governance of the Group’s strategy and operations and the mitigation of related material risks. This framework encompasses AIB Group plc and its subsidiaries.

     

    Corporate Governance Requirements and Codes

    AIB’s corporate governance practices meet the many statutory and regulatory obligations that apply to the Group including various corporate governance codes, regulations and best practice standards and guidelines, Irish company law, the Listing Rules of the Main Securities Market of Euronext Dublin and the London Stock Exchange, the UK Corporate Governance Code 2018 and, for UK businesses, UK company law.

     

    As a credit institution, AIB is subject to the requirements of the Central Bank of Ireland’s Corporate Governance Requirements for Credit Institutions, including requirements which specifically relate to ‘high impact institutions’. Additional corporate governance obligations for significant credit institutions are met for the purposes of the European Union (Capital Requirements) Regulations 2014 (CRD) (which transposed the EU Capital Requirements Directive into domestic 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.

    --------------------End of Accordion---------------------------

  • --------------------Start of Accordion---------------------------

    How Our Board Operates

    The Group is headed by an effective Board which is collectively responsible for the long-term sustainable success of the Group generating value for shareholders and contributing to wider society. The Board is supported by the Chief Executive Officer (CEO) and the Executive Committee, the most senior management committee of the Group. The Board is responsible for maintaining effective oversight of the Group consistent with Board-approved policy.

     

    The Group maintains a clear division of responsibilities, including between the Chair, 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 on this site.

     

    Key Roles and Responsibilities

    The Board is responsible for corporate governance, encompassing leadership, direction and control of the Group. It assesses the basis on which the Group generates and preserves value over the long term 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 for maintaining an appropriate system of internal controls.

     

    While arrangements have been made by the Directors for delegation of the management, organisation and administration of the Group’s affairs, certain matters are specifically reserved for decision by the Board which are available here.

     

    Relationship with the Irish State

    The Group has received significant support from the Irish State in the context of the financial crisis due to 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 is governed by a Relationship Framework. Within the Relationship Framework, the Board retains responsibility and authority for all of the operations and business of the Group in accordance with its legal and fiduciary duties. It also retains responsibility and authority for ensuring compliance with the regulatory and legal obligations of the Group. There are exceptions to this on a number of important items that require advance consultation with or approval by the State, the conditions of which are outlined in the Relationship Framework here.  

     

    Board Meetings

    The Chair and the Chairs of each Committee ensure Board and Committee meetings are structured to facilitate open discussion, constructive challenge and debate. The Board receives a comprehensive update from the CEO, Chief Financial Officer, Chief Risk Officer and Chief Operating Officer each month. The remainder of the agenda is built from the indicative work programme which includes strategic items, any activities out of the ordinary course of business, in-depth reviews and scheduled updates on key projects. The Chair leads the agenda setting process, supported by the CEO and Group Company Secretary. There is an escalation process in place through Executive and Board Committees which ensure the Board receives the necessary information at the appropriate time to enable the right decisions to be made.

     

    Attendance at Board meetings and Board Committee meetings is outlined in the Corporate Governance chapter and the respective Committee reports within the Annual Financial Report here. The Non-Executive Directors also meet on a number of occasions every year in the absence of the Executive Directors.

     

    Board Effectiveness and Performance Evaluation

    The Board conducts an annual evaluation of its effectiveness, and is required to have an external evaluation once every three years. The Chair of the Board leads the annual review of the Board’s effectiveness, that of its Committees and individual Directors with the support of the Nomination and Corporate Governance Committee.

     

    The aim of these evaluations is to review the Board’s composition, expertise, diversity and how effectively members work together to achieve objectives. Full details of the most recent Effectiveness Evaluation can be found in the Annual Financial Report here.

     

    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.

     

    Diversity

    Employee diversity and inclusion in AIB Group is addressed through policy, practices and values which recognise that a productive workforce comprises 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 the Group’s values is overseen by the Board.

     

    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.

     

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

     

    At 31 December 2019, the percentage of females on the Board stood at 41 per cent and the Board is confident it will continue to exceed its target of 30 per cent female representation.

     

    A copy of the Board Diversity Policy which applies to the Group is available here

    --------------------End of Accordion---------------------------

  • --------------------Start of Accordion---------------------------

    Board Committees

    The Board is assisted in fulfilling 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.

     

    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 at the following links:

     

    Board Audit Committee Terms of Reference are available here.

     

    Board Risk Committee Terms of Reference are available here.

     

    Nomination and Corporate Governance Committee Terms of Reference are available here.

     

    Remuneration Committee Terms of Reference are available here.

     

    Reports on the activities of each of the Board Audit Committee, Board Risk Committee, Nomination and Corporate Governance Committee and the Remuneration Committee, and a letter from each Committee Chair can be found in the Annual Financial Report.

     

    There is a Sustainable Business Advisory Committee (SBAC) in place, which is an advisory committee to the Board. It is comprised of Non-Executive Directors and members of senior management in order to support the execution of the Group’s sustainability strategy. SBAC develops and safeguards the Group’s ‘social license to operate’, so that the Group plays its part in helping its customers and society prosper as an integral component of the Group’s business and operations.

     

    The Board has also established a Technology and Data Advisory Committee to assist the Board in fulfilling its oversight responsibilities by reviewing and challenging the strategy, governance and execution of matters relating to technology and data.

     

    Details of current members of each Board Committee are located under the ‘Biographies and Committee Memberships’ section of The Board thumbnail on this website.

    --------------------End of Accordion---------------------------

  • --------------------Start of Accordion---------------------------

    The Board

    The Board is collectively responsible for the long-term, sustainable success of the AIB Group and ensuring that there is a clear and cohesive corporate governance structure in place. The Board comprises the Chair, Independent Non-Executive Directors and Executive Directors.

     

    According to the Board, the appropriate number of Directors to meet the requirements of the business is between 10 and 14; the core minimum and maximum may be exceeded temporarily, from time to time, to facilitate succession and to provide overlap between new and retiring Directors.

     

    - Chair

    The Chair leads the Board, 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. The role of the Chair is separate from the role of the CEO, with clearly-defined responsibilities attaching to each; these are set out in writing and agreed by the Board.

     

    - Deputy Chair

    The Deputy Chair, who may be appointed from time to time, deputises in the absence of the Chair. The Deputy Chair would assume the role of the Chair for Board meetings and other tasks as required from time to time.

     

    - Senior Independent Director

    The Senior Independent Director (“SID”), 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 Chair’s performance and succession planning for the Chair’s role. The SID attends meetings with major shareholders to listen to their views in order to develop a balanced understanding of the issues of concern to them.

     

    - 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. In their role, Independent Non-Executive Directors scrutinise the performance of management in their objectives and monitor their reporting on performance. They 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. They constructively challenge and help develop proposals on strategy and other key matters.

     

    - Executive Directors

    Executive Directors have executive functions in the Group in addition to their Board duties. The role of Executive Directors, led by the CEO, is to propose strategies to the Board and, following challenging Board scrutiny, to execute the agreed strategies to the highest possible standards. 

     

    Biographies and Committee Memberships

    Brendan McDonagh, Independent Non-Executive Director and Deputy Chair

    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. Brendan was appointed Deputy Chair with effect from 24 October 2019.

    Committee membership(s): Chair of the Board Risk Committee, member of the Board Audit Committee, Nomination and Corporate Governance Committee and Remuneration Committee.

    Carolan Lennon, Senior Independent Director

    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. Carolan was appointed Senior Independent Director with effect from 29 April 2020.

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

    Basil Geoghegan – Independent Non-Executive Director

    Appointed: 04/09/2019

    Background & Experience: Basil is a partner in the Strategic Advisory Group at PJT Partners, in London. Previously Basil was a Managing Director at Goldman Sachs, Deutsche Bank and Citigroup in London and New York. He has broad M&A, corporate finance and strategic advisory experience in the US, UK, Ireland and internationally. He qualified as a solicitor with Slaughter and May. Basil is Chairman of daa plc and Patron of The Ireland Fund of Great Britain. He holds an LLB from Trinity College, Dublin and an LLM from European University Institute.

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

    Sandy Kinney Pritchard – Independent Non-Executive Director

    Appointed: 22/03/2019                                      

    Background & Experience: Sandy is a University College Dublin graduate, with a distinguished career across the financial services industry. She is an accountant who previously was a senior partner at PricewaterhouseCoopers LLP and has held a number of Non-Executive Directorship roles, including at Irish Life and Permanent Plc, Skipton Building Society, the FSCS, TSB Bank Plc and MBNA Ltd. 

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

    Elaine MacLean – Independent Non-Executive Director

    Appointed: 04/09/2019                                      

    Background & Experience: Elaine is a highly experienced human resources director whose career began in retail, working in human resources roles at Harrods and Windsmoor before joining the Arcadia Group as Retail Operations Director and HR Director. Since then, Elaine has enjoyed a very successful senior HR leadership career culminating in her appointment as Group Human Resources Director for Legal and General plc in 2006. Elaine holds an MA in English Literature and Psychology from the University of Glasgow.

    Committee membership(s): Chair of both the Remuneration Committee and the Nomination and Corporate Governance Committee

    Helen Normoyle – Independent Non-Executive Director

    Appointed: 17/12/2015                                      

    Background & Experience: Helen started her career working for Infratest+GfK, based in Germany. Helen moved to Motorola, as Director of Marketing and Director of Global Consumer Insights and Product Marketing and thereafter to Ofcom, 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. Helen most recently occupied the office of Marketing Director of Boots UK and Ireland and also as Chair and Director of the Boots Charitable Trust from which she resigned in November 2020.

    Committee membership(s): Chair of the Sustainable Business Advisory Committee and member of the Nomination and Corporate Governance Committee

    Ann O’Brien – Independent Non-Executive Director

    Appointed: 25/04/2019

    Background & Experience: Ann has over 30 years’ experience in the financial services industry. A graduate of both UCD and later Trinity College Dublin, for the past 30 years Ms O’Brien has led complex management consulting engagements at many of the world's largest global banking and securities organisations. Her most recent role was as a Principal with Deloitte in New York where she was based for 10 years. Ann was appointed by the Board following a process culminating in her nomination by the Minister for Finance under the Relationship Framework governing the relationship between the Minister and AIB Group.

    Committee membership(s): Chair of the Technology and Data Advisory Committee and member of the Board Audit Committee, Remuneration Committee and Sustainable Business Advisory Committee. 

    Raj Singh – Independent Non-Executive Director

    Appointed: 25/04/2019

    Background & Experience: Raj has 34 years’ business, risk and governance experience gained in large complex financial services organisations. Raj previously served as a non-executive director of a national credit bureau and two publicly traded financial institutions in addition to serving on the Boards of many of the major banking, insurance, reinsurance and asset management subsidiaries of the firms where he has worked. He is currently the Chief Risk Officer and Executive Committee member of EFG International, a Swiss private banking group. Raj was appointed by the Board following a process culminating in his nomination by the Minister for Finance under the Relationship Framework governing the relationship between the Minister and AIB Group.

    Committee membership(s): Board Risk Committee and Sustainable Business Advisory Committee.

    Colin Hunt – Chief Executive Officer

    Background & Experience: In March 2019, Colin was appointed Chief Executive Officer.  He joined AIB in August 2016 as Managing Director, Wholesale, Institutional & Corporate Banking. Prior to joining AIB, he was Managing Director at Macquarie Capital in Ireland. Previously, he was a Policy Adviser at the Departments of Transport and Finance, Research Director at Goodbody Stockbrokers, Head of Trading Research at Bank of Ireland Group Treasury and a country risk analyst at NatWest. He has a PhD in Economics from Trinity College, Dublin.

    --------------------End of Accordion---------------------------

  • --------------------Start of Accordion---------------------------

    Executive Committee and Senior Management

    Key Roles and Responsibilities

     

    - Chief Executive Officer (CEO)

    The CEO 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.

     

    - Executive Committee

    The Executive Committee is the most senior management committee of the Group and is accountable to the CEO. Under the stewardship of the CEO the Executive Committee has responsibility for the day-to-day management of the Group’s operations, excluding those matters which are reserved specifically for the Board. They operate within the financial and risk limits set by the Board.

     

    Led by the CEO, the Executive Committee has primary authority and responsibility for the day-to-day operations of, and the development of strategy for the Group.

     

    The Executive Committee was constituted on 1 November 2018 in succession to the previous Leadership Team. Unless indicated otherwise below, the appointment date of the Executive Committee members was 1 November 2018.

     

    - Group Company Secretary

    The Directors have access to the advice and services of the Group Company Secretary who advises the Board on all governance matters. The Group Company Secretary ensures that Board procedures are followed and that the Group is in compliance with the relevant rules and regulations. The Group Company Secretary facilitates information flow amongst the Board, its Committees, and Senior Executive Management. The Group Company Secretary also communicates with the shareholders, to ensure due regard is paid to their interests. Both the appointment and removal of the Group Company Secretary is a matter for the Board as a whole. The Group Company Secretary attends all Executive Committee and Board meetings.

     

    Executive Committee Biographies

    Colin Hunt – Chief Executive Officer

    Background & Experience: In March 2019, Colin was appointed Chief Executive Officer. He joined AIB in August 2016 as Managing Director, Wholesale, Institutional & Corporate Banking. Prior to joining AIB, he was Managing Director at Macquarie Capital in Ireland. Previously, he was a Policy Adviser at the Departments of Transport and Finance, Research Director at Goodbody Stockbrokers, Head of Trading Research at Bank of Ireland Group Treasury and a country risk analyst at NatWest. He has a PhD in Economics from Trinity College, Dublin.

    Geraldine Casey – Chief People Officer, Executive Committee Sponsor for Culture

    Appointed: 06/01/2020

    Background & Experience: Geraldine joined AIB from her most recent role as director of People, Communications and IT at Tesco Ireland. She was also a member of the Executive Board of Tesco for the past 5 years and has a wealth of experience working closely with internal and external stakeholders. Geraldine has led large teams through Culture, Process and Organisational change. She is an accomplished business leader, having run Tesco’s retail operations at national level before taking up her role. Geraldine is a business graduate from UCC.

    Helen Dooley – Group General Counsel

    Appointed: 01/04/2019

    Background & Experience: Helen has over 25 years’ experience in legal financial services, having worked in private practice in the City of London, Hong Kong and Dublin, before taking up an in house role as Head of Legal in EBS Building Society in 2005. EBS became part of the AIB Group in 2011 and Helen was subsequently appointed as AIB Group General Counsel in 2012. Over the last 15 years, in addition to her legal role, Helen has also held the Company Secretary position and managed the regulatory compliance and HR functions. Helen currently has responsibility for the Legal, Corporate Governance and Customer Care function.

    Donal Galvin – Chief Financial Officer 

    Appointed: 14/01/2019

    Background & Experience: Donal joined AIB as Group Treasurer in September 2013 and was appointed Chief Financial Officer in March 2019. Donal has worked in domestic and international financial markets over the last twenty years. 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, managing its London and Asian Global Financial Markets business and Treasurer of Rabobank International.

    Deirdre Hannigan – Chief Risk Officer 

    Background & Experience: Deirdre joined AIB from the National Treasury Management Agency where she was Chief Risk Officer and chaired the Executive Risk Committee. She has held a number of senior international risk management roles with GE Capital and progressively senior roles in Bank of Ireland primarily in Strategy and Risk Management. Previous to that, she worked 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.

    Robert Mulhall – Managing Director AIB Group (UK) p.l.c.

    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. Prior to his appointment as MD of AIB UK, Robert was the bank’s Managing Director of Consumer Banking.

    Jim O’Keeffe – Managing Director of Retail Banking

    Background and experience: Jim has worked across many aspects of Retail Banking including leadership roles in IT, Direct Channels, Mortgages and BZWBK (now Santander) in Poland. 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 NPEs. He was Chief Customer and Strategic Affairs Officer from November 2018 to November 2019, when he was appointed Managing Director of Retail Banking. 

    Cathy Bryce – Managing Director, Corporate, Institutional & Business Banking

    Appointed: 08/07/2019

    Background & Experience: Cathy joined AIB from her most recent role at the National Treasury Management Agency where she held the position of Director, NewERA and NDFA.  As well as her time in AIB previously where she gained over 20 years’ experience in a range of capital markets and commercial banking roles, Cathy has also worked in investment banking in London with Morgan Stanley and ABN AMRO in Dublin. She is a business graduate of Trinity College Dublin and holds an MBA from INSEAD.

    Mary Whitelaw - Director of Corporate Affairs and Strategy

    Appointed: 11/11/2019

    Background & Experience: Mary joined AIB in 2007 and her experience has spanned the retail, corporate and treasury businesses. She has held a number of senior leadership roles across the bank including Chief of Staff, Head of Strategy & Business Performance for Corporate and Institutional Banking and Head of Corporate Treasury Sales. Prior to joining AIB, Mary trained as a Chartered Accountant and Chartered Tax Adviser with PwC. Mary is a graduate of University College Dublin.

    --------------------End of Accordion---------------------------

  • --------------------Start of Accordion---------------------------

    Risk & Oversight

    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 internal controls are designed to ensure that there is thorough and regular evaluation of risks and the ability of the Group to react to them, rather than to eliminate risk entirely. This is done through a process of identifying, measuring, monitoring and reporting, which provides reasonable, but not absolute, assurance against material misstatement, error, loss or fraud.

     

    The process includes an assessment of the effectiveness of internal controls. Further information can be found in the Annual Financial Report.

    --------------------End of Accordion---------------------------

  • --------------------Start of Accordion---------------------------

    Engaging with our Stakeholders

    The five designated stakeholder groups in AIB are customers, employees, investors, society, and the Group’s regulators. In order for the Group to meet its responsibilities to its stakeholders, the Board regularly engages with each of AIB’s five stakeholder groups in order to understand their views and take them into consideration when making decisions.

     

    Engaging with the Group’s stakeholders helps the Group to learn about the issues that are important to them and understand what they expect from the Group. In doing so, the Group can consider the best course of action for all stakeholders, evolve the Group’s approach and, where a required course of action may negatively impact a stakeholder, the Group can strive to limit the impact as far as practicable.

     

    The Group engages with stakeholders through various means such as face-to-face meetings including scheduled meetings and out of course meetings on specific topics, research, media engagement, the Group’s in-house experts liaising directly with associated business, public and charitable groups and participation in expert fora and events.

     

    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:

     

    Website

    Since 2000 the Annual Financial Report, the Interim Report/Half-Yearly Financial Report, and the Annual Report on Form 20-F are available on the Group’s website. In accordance with the Transparency (Directive 2004/109/EC) (Amendment)(No.2) Regulations 2015, all Annual and Half-Yearly Financial Reports must be available to the public for at least ten years. From 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 on the Group’s website here.

     

     

    Annual General Meeting (AGM)

    The AGM is an opportunity for shareholders to hear directly from the Board on the Group’s performance and developments of interest for the year to date and, importantly, to ask questions.

     

    All shareholders of the Company are invited to attend the AGM. Separate resolutions are proposed on each 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, including Committee Chairs, to attend the AGM and to be available to answer questions about the Board and Board Committee’s activities and to meet shareholders before and after the meeting.

     

    A help desk facility is available to shareholders attending in person. Full details, including all relevant documents, on this year’s and previous years’ AGMs are available in the Annual General Meeting section of this website here.

    --------------------End of Accordion---------------------------