Corporate governance

The Directors of the Company are committed to maintaining the highest standards of corporate governance and a detailed Corporate Governance Report can be viewed in our 2008 Financial Statements.

Board of directors

The Board is responsible for the leadership, direction and control of
the Company and its subsidiary companies ("the Group") and is accountable to shareholders for financial performance.

View membership of the board

There is a schedule of matters which is dealt with exclusively by the Board. These include approval of annual and strategic business plans, capital expenditure, any change in Group strategy and any acquisition or disposal of Group assets, the recommendation and approval of any dividends and Group treasury and
risk management policies.

Chairman

The Chairman, Mr. Liam Herlihy, is responsible for the efficient and effective working of the Board. He ensures that Board agendas cover
the key strategic issues confronting the Group and that Directors receive accurate, timely, clear and relevant information to facilitate effective decision making.

Group managing director

The day to day management of the Group is delegated to the Group Managing Director, Mr. John Moloney. The Group Managing Director responsibilities include the formulation of strategy and related plans for consideration and approval by the Board. He is also responsible for ensuring an effective organisation structure, for the appointment and direction of the senior executive management and for the operational management of all the Group's businesses.

Senior management

Board committees

The Board has established a committee structure to assist it in the discharge of its responsibilities.

Audit committee

The Audit Committee regularly assesses, on behalf of the Board, the validity of the Company's financial and other reporting arrangements, as well as overseeing its internal and external audit processes.

Nomination committee

The Nomination Committee of the Company leads the process for Board appointments other than the fourteen non-executive Directors nominated by the Board of Glanbia Co-operative Society Limited for appointment to the Board of the Company. The Nomination Committee also considers appointments to Senior Executive positions.

Remuneration committee

The Remuneration Committee determines, on behalf of the Board, the Group's framework of executive remuneration and the specific packages and conditions of employment for each of the executive Directors and certain senior executives, as decided by the Board. The Remuneration Committee operates the Company's Share Option and Long Term Incentive Schemes. The remuneration of the non-executive Directors is determined by the Remuneration Committee within the total amount approved by the Company's shareholders.

US advisory board

The US Advisory Board was established to assist the Board in developing a greater awareness of activities and market trends in the relevant USA industry sectors. The membership of the Board includes both Directors and Industry Experts in the US.

Auditors

The principal function of the Auditors is to examine the books of account, financial statements, group accounts, and any directors' report made, or kept by the directors, and report their findings to the shareholders of the Company.