Corporate Governance

The Board formed a remunerations committee in February 2006 comprising its independent directors.

The committee determines the following as its key responsibilities and functions:

• The framework or the broad policy for the remuneration of the Chief Executive, the Chairman and other members of the executive management including the Company Secretary
• Targets for any performance-related pay schemes including the LTIP and AIB
• Pension arrangements for each executive director
• Contractual terms on termination
• Within the terms of the agreed policy, determine the total individual remuneration package of each director
• Agree the policy for authorising claims for expenses from the CEO and Chairman
• Fulfilment of appropriate disclosures as set out in the Directors' Remuneration Report Regulations 2002 and the Code
• Exclusively responsible for any inclusion of information from committee meeting in the Annual Report

The Board formed an audit committee in February 2006 comprising its independent directors.

The committee determines the following as its key responsibilities and functions:

• Monitor the integrity of the financial statements and formal announcements relating to the company's financial performance
• Review internal financial controls and risk management systems
• Review and monitor the effectiveness of the internal audit function
• Recommend to the Board the appointment of external auditors and to approve their remuneration and terms of engagement
• Review and monitor the independence, objectivity and effectiveness of the external auditors
• Develop and implement policy on the engagement of the external auditors to supply non-audit services, taking into account relevant ethical guidance.

The Board formed a nomination committee in August 2007 comprising its independent directors.

The committee determines the following as its key responsibilities and functions:

• Identifying and nominating for the approval of the Board candidates to fill board vacancies as and when they arise
• Reviewing annually the time required from Non-executive Directors to perform their duties and whether they are spending enough time on their duties and how this relates to their performance
• Reviewing the composition of their Board and the mix of skills, and reporting on the development of the board and succession planning at the senior level and advising the Board.
• At the end of the annual audit cycle, reviewing the effectiveness of the Board and its sub-committees, the Executive Directors and the Non-executive Directors, and reporting on these matters to the Board.