The directors endorse the Combined Code on Corporate Governance (the Code) issued by the Financial Reporting Council which sets out Principles of Good Governance and a Code of Best Practice. The Listing Rules of the Irish and London Stock Exchanges require a statement to be made in relation to compliance with the code. The directors have reviewed the group’s corporate governance arrangements in light of the Code and believe that they are fully in compliance.

The directors have developed a code of practice, which deals with, among other matters, issues of corporate governance. This code of practice is designed to ensure that the principles of good governance set out in Section 1 of the Code are applied within the group.

Role of the Board

There is an effective board to lead and control the group. The board has reserved to itself for decision a formal schedule of matters pertaining to the group and its future direction (such as the group’s commercial strategy, major acquisitions and disposals, board membership, appointment and removal of the company secretary, executive remuneration, trading and capital budgets, and risk management policies). All strategic decisions are reserved to the board. Documented rules on management authority levels and on matters to be notified to the board are in place, supported by an organisational structure with clearly defined authority levels and reporting responsibilities.

The board comprises eight non-executive and three executive directors. The roles of the Chairman and the Group Chief Executive are separated and are clearly defined. The board considers all the non-executive directors to be independent of management and free of any business or other relationship which would interfere with the exercise of their independent judgement. The board has nominated Kieran McGowan as the senior independent non-executive director.

The board meets in accordance with a regular schedule of meetings and also meets on other occasions as considered necessary. Full board papers are sent to each director in sufficient time before board meetings and any further papers or information are readily available to all directors on request. The board papers include the minutes of all committee meetings which have been held since the previous board meeting and the chairman of each committee is available to report on the committee’s proceedings at board meetings if appropriate. The board receives formal reports on group compliance at each of its meetings.

The board has a formal performance review process to assess how the board and its committees are performing. This process, facilitated by external consultants, comprises a detailed and rigorous examination by directors of all aspects of board and committee performance. A report produced by the consultants identifies any measures which can enhance this performance and these are considered by the full board. The performance of each individual non-executive director is assessed by the Chairman and is discussed with the director concerned. The non-executive directors, led by the senior independent director, evaluate the performance of the Chairman, taking into account the views of executive directors. All performance reviews take place on an annual basis.

The Chairman meets at least once a year with the non-executive directors without the executives present.

Procedures are in place for directors, in furtherance of their duties, to take independent professional advice and training, if necessary, at the group’s expense. The group has arranged directors’ and officers’ liability insurance cover in respect of legal action against its directors. Appropriate training is arranged for directors on first appointment and the Chairman also ensures that the directors continually update their skills and knowledge through appropriate seminars and presentations. The Company Secretary is responsible for advising the board through the Chairman on all governance matters.

All directors have direct access to the company secretary.