The board has established an effective committee structure to assist in the discharge of its responsibilities, with formally delegated duties and responsibilities. All committees of the board have written terms of reference dealing with their authority and duties as follows:

Audit committee

The members of the audit committee are Kieran Nagle (chairman), John Tracey and Luc Philips. The audit committee is responsible for reviewing the integrity of the Group’s consolidated financial statements and for reviewing significant financial issues and judgments contained therein. The committee reviews the accounting principles, policies and practices adopted in the preparation of the interim, preliminary and annual accounts and discusses with the Group’s external auditors the planned scope and results of their audit of the Group’s annual consolidated financial statements. It also reviews the cost effectiveness, independence and objectivity of the external auditors. The external auditors have direct access to the committee and its chairman at all times.

Nomination committee

The members of the nomination committee are Shane Reihill (chairman), Gavin O’Reilly and Paul Kerley. The nomination committee is responsible for nominating and making recommendations to the board on new board appointments, succession planning and for reviewing the structure, size and composition of the board and making recommendations to the board with regards to any changes.

Remuneration committee

The members of the remuneration committee are John Tracey (chairman), Gavin O’Reilly and Luc Philips. The remuneration committee is responsible for the remuneration policy of the Group’s executive directors having regards to companies of a similar size and scope. This covers the determination of contract terms, remuneration and other incentives for senior management and each of the executive directors, including performance related bonuses and share options. The remuneration committee consults the chairman of the board about its proposals relating to the remuneration of other directors.