Board committees

The main role and responsibilities of the Audit committee are set out in written terms of reference.

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Review of the integrity of the financial statements

The Audit Committee assisted the Board in assuring the integrity of the financial statements of the Group and any formal announcements by evaluating and making recommendations to the Board on the appropriateness of accounting policies and practices, areas of judgement, compliance with accounting standards and the results of external and internal audits prior to their submission to the Board for approval.

Review of the Group's internal control and risk management systems
The Board is ultimately responsible for risk management which includes the Group's risk governance structure and maintaining an appropriate internal control framework. The Audit Committee terms of reference includes responsibility for reviewing the effectiveness of the Group's internal control and risk management systems. During 2009 the Audit Committee in conjunction with members of the executive management team reviewed the population of risks the business is exposed to and identified and evaluated the key areas of risk for the Group. Management presentations included detailed reviews of the key Group risks identified and of the systems for managing these risks. Further details of these reviews are outlined in the Risk management report on pages 28 to 29 of the Company's annual report.

Review of auditors Independence

The Audit Committee manages the relationship with the external auditors on behalf of the Board. In doing so it provided recommendations in relation to the re-appointment of the existing auditors and reviewed and approved their terms of engagement. It also assessed the performance of the auditors and their level of independence and objectivity in carrying out their duties in line with the Group auditor relationship and Independence policy.

Review of the effectiveness of the Internal Audit function

The Audit Committee reviewed and approved the annual Internal Audit Plan (the "Plan") and ensured that the function was adequately staffed to perform its duties. The Audit Committee reviewed progress against the Plan and received an executive summary of all audit reports issued by the internal audit department.

Review of Audit Committee Performance

The Audit Committee assessed its performance and as a result of that assessment the Audit Committee is satisfied that it is functioning effectively in line with its terms of reference.

Committee membership:

J Callaghan - Chairman, H Corbally, Mn Keane, P Haran, L Herlihy, J Liston, V Quinlan.

The main role and responsibilities of the Nomination committee are set out in written terms of reference.

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Recommendation on the appointment of new Finance Director

The Board accepted the Nomination Committee's recommendations that Ms S Talbot join the Board following the retirement of Mr G Meagher. Ms S Talbot was previously Deputy Finance Director.

Review of Directors' independence

The nomination for the re-appointment of the non-executive Directors, Mr J Callaghan, Mr H Corbally, Mr J Fitzgerald, Mr E Fitzpatrick, Mr J Gilsenan, Mr L Herlihy, Mr C Hill, Mr W Murphy and Mr V Quinlan respectively, was reviewed with particular rigour, as they have served as Directors for nine years or more (with each of Mr J Callaghan and Mr L Herlihy excusing themselves from the consideration of their own nomination for re-appointment). The Nomination Committee was satisfied that their re-appointment as Directors for a further term was warranted having regard to their continuing contribution and valuable experience on the Board, which in the Nomination Committee and the Board's view enhanced their effectiveness and commitment to their roles.

Review of the time required from a non-executive Director

The Nomination Committee and the Board is satisfied that the Chairman and each of the non-executive Directors commit sufficient time to the fulfilment of their duties as Chairman and directors of the Company respectively.

Review of Committee performance

The Nomination Committee assessed its performance. As a result of that assessment, the Nomination Committee is satisfied that it is functioning effectively and it has met its terms of reference.

Committee membership:

L Herlihy - Chairman, J Callaghan, P Haran, J Liston.

The main role and responsibilities of the Remuneration committee are set out in written terms of reference.

View Remuneration committee terms of reference »   (75kb)  

• Approval of Group Managing Director's service contract;
• Annual review of executive Directors' basic salaries and benefits in kind ;
• Annual consideration and approval of executive Directors' bonus target for 2009;
• A review and approval of LTIP grants to the executive Directors' and approval of the performance conditions for the 2009 grants;
• A performance test of existing options;
• Senior management salary review for the Group; and
• Strategic review of the ongoing funding of the Group's defined benefit pension scheme.

Committee membership:

J Liston - Chairman, J Callaghan, Mn Keane, P Haran, L Herlihy, V Quinlan.