The Board has established an audit committee, a remuneration committee and a nomination committee with formally delegated duties and responsibilities.
The Audit Committee comprises John Doris (Chair), Hugh McCullough, and Paddy Purcell. The chief financial officer may also be invited to attend meetings of the committee. The committee meets at least three times a year and is responsible for ensuring that the financial performance of the Group is properly monitored and reported on and for meeting with the auditors and reviewing findings of the audit with the external auditor. It is authorised to seek any information it properly requires from any employee and may ask questions of any employee. The audit committee meet with the auditors at least once a year without any members of the management being present and are also responsible for considering and making recommendations regarding the identity and remuneration of such auditors.
The Remuneration Committee comprises Paddy Purcell (Chair), John Doris and Jussi Rautiainen. It meets at least three times a year and considers and recommends to the Board the framework for the remuneration of the chief executive officer, chairman, company secretary, chief financial officer, Executive Directors and such other officers as it is designated to consider and, within the terms of the agreed policy, considers and recommends to the Board the total individual remuneration package of each Executive Director including bonuses, incentive payments and share awards. The committee reviews the design of all incentive plans for approval by the Board and Shareholders and, for each such plan, recommends whether awards are made and, if so, the overall amount of such awards, the individual awards to Executive Directors and the performance targets to be used. No Director is involved in decisions concerning his/her own remuneration.
The Nominations Committee comprises Hugh McCullough (Chair), Paddy Purcell, and Jussi Rautiainen. It meets at least three times a year and considers the selection and re-appointment of Directors. It identifies and nominates candidates for all Board vacancies and reviews regularly the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes.