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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 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. 

     

    While arrangements have been made by the Directors for delegation of the management, organisation and administration of the Group’s affairs, there is a schedule of matters specifically reserved for decision by the Board which can be viewed here.

     

    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.
     

    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.

     

    Senior Independent Non-Executive 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 Chairman’s performance and succession planning for the chairman’s role. Part of the SID's role is to attend 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.

     

    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 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

    The Board, led by the Chairman, 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.

     

     

    Mr Richard Pym resigned as the AIB Group Chairman on 6 March 2020. The Group is in the process of identifying the next Chair and an announcement will be made in due course.

    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 Non-Executive 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 as Senior Independent Non-Executive Director on 29 April 2020.

    Committee membership(s): Board Risk Committee & Board 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, based in London. Prior to joining PJT Partners, 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 is a Scholar of, and 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 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 a Non-Executive Director with effect from 22 March 2019.

    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 where she was key in their success in driving improvements in the culture of the business. Elaine holds an MA in English Literature and Psychology from the University of Glasgow.

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

    Helen Normoyle – Independent Non-Executive Director

    Appointed: 17/12/2015                                      

    Background & Experience: Helen is currently the Marketing Director of Boots UK and Ireland. She is also Chair and Director of the Boots Charitable Trust. 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): Chair of the Board 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 past student of 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. Originally from Ireland, Ann has also lived and worked in the UK, Luxembourg and France. Ann is a Nominee of the Minister for Finance under the Relationship Framework in respect of the relationship between the Minister and AIB Group.

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

    Raj Singh – Independent Non-Executive Director

    Appointed: 25/04/2019

    Background & Experience: Raj has thirty-four years’ business, risk and governance experience gained in large complex financial services organisations including international, commercial, private and consumer banking, followed by financial conglomerate, reinsurance and insurance and asset management firms. 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 he has worked for including Standard Life Aberdeen plc, Accedere AG, Swiss Reinsurance Company Ltd, Allianz SE, and Citigroup. He is currently the Chief Risk Officer and Executive Committee member of EFG International, a Swiss private banking group. Raj is Nominee of the Minister for Finance under the Relationship Framework in respect of 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 of AIB and an Executive Director on the AIB Board. He joined AIB in August 2016 as Managing Director, Wholesale, Institutional & Corporate Banking Division. 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. He has a PhD in Economics from Trinity College, Dublin and degrees in Commerce & Economics from University College, Cork. He served as a Non-Executive Director of Aer Lingus Group plc from 2008 to 2014.

    Tomás O’Midheach – Chief Operating Officer and Deputy CEO

    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. He 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.

    Committee membership(s): Technology and Data Advisory Committee.

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    Executive Committee

    The Executive Committee, led by the Chief Executive Officer, has primary authority and responsibility for the day-to-day operations and strategic development of AIB Group.

     

    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.

     

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

    Colin Hunt – Chief Executive Officer

    Background & Experience: In March 2019, Colin was appointed Chief Executive Officer of AIB and an Executive Director on the AIB Board. He joined AIB in August 2016 as Managing Director, Wholesale & Institutional Banking Division. 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. He has a PhD in Economics from Trinity College, Dublin and degrees in Commerce & Economics from University College, Cork. He served as a Non-Executive Director of Aer Lingus Group plc from 2008 to 2014.

    Tomás O’Midheach– Chief Operating Officer and Deputy CEO

    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. He 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.

    Geraldine Casey – Chief People Officer

    Appointed: 06/01/2020

    Background & Experience: Geraldine has 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 as People Director at Tesco Ireland. 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 functions.

    Donal Galvin – Chief Financial Officer 

    Appointed: 14/01/2019

    Background & Experience: Donal joined AIB as Group Treasurer in September 2013. He was appointed Chief Financial Officer on 1st 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, where his responsibilities included managing its London and Asian Global Financial Markets business, as well as being 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. 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.

    Robert Mulhall – Executive Committee Sponsor for Culture & 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 Retail and 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 for, 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. In March 2020 Robert was appointed as Managing Director AIB (UK) Group p.l.c. 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: 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 is the proposed Managing Director of Retail Banking subject to satisfactory completion of the required regulatory fitness and probity assessment process and has held a number of strategic positions within AIB, most recently as Chief Customer and Strategic Affairs Officer. 

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

    Appointed: 08/07/2019

    Background & Experience: Cathy joins us 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 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 in France.

    Mary Whitelaw - Director of Corporate Affairs and Strategy

    Appointed: 11/11/2019

    Background & Experience: Mary joined AIB in 2007. Her experience spans AIB’s retail, corporate and treasury businesses. She has held a number of senior leadership roles across the bank including Head of Strategy & Business Performance for AIB’s Corporate and Institutional Business, Head of Corporate Treasury Sales and Chief of Staff. In her current role, Mary’s responsibilities include Group Strategy, Corporate Development, Group Marketing, Group Communications, Public Affairs and Sustainability.  Prior to joining AIB, Mary trained as a Chartered Accountant and Chartered Tax Adviser with PwC. Mary is a graduate of University College Dublin.

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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 is comprised of the Chairman, a number of Independent Non-Executive Directors, and also Non-Executive Directors and Executive Directors.  

     

    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 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 Independent Non-Executive Directors and Non-Executive Directors in office, are independent in character and judgement and free from any business or other relationship with the Group that could affect their judgement.

     

    Board Effectiveness and Performance Evaluation

    The Board conducts an annual evaluation of its effectiveness, and is required to have an external evaluation conducted once every three years. 

     

    The Chair of the Board leads the annual review of the Board’s effectiveness and that of its Committees and individual Directors with the support of the Nomination and Corporate Governance Committee.

     

    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 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 the Group's 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.

     

    At 31 December 2019, the percentage of females on the Board stood at 41 per cent and the Board is confident that it will continue to exceed its target of 30 per cent female representation in 2020.

     

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

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    Board Committees

    The Board is assisted in the discharge of its duties by a number of Board Committees, whose purpose it is to consider, in greater depth than would be practicable at Board meetings, matters for which the Board retains responsibility. The composition of such Committees is 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.

     

    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.

     

    In carrying out their duties, the Committees are entitled to take independent professional advice, at the Group’s expense, where deemed necessary or desirable by the Committee Members.

     

    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.

     

    Board Audit Committee

    Members: Ms Sandy Kinney Pritchard (Chair), Mr Brendan McDonagh, Mr Basil Geoghegan and Ms Ann O’Brien.

     

    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.

    Board Risk Committee

    Members: Mr Brendan McDonagh (Chairman), Ms Carolan Lennon, Ms Sandy Kinney Pritchard, Mr Raj Singh and Mr Basil Geoghegan.

     

    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.


    Nomination and Corporate Governance Committee


    Members: Ms Elaine MacLean (Chair), Mr Brendan McDonagh and Ms Helen Normoyle. 

     

    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.

    Remuneration Committee

    Members: Ms Elaine MacLean (Chair), Mr Brendan McDonagh and Ms Ann O’Brien.

     

    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.

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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 2018 and 2019 are shown on pages 216 to 217 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.

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