Membership

At the year end there were thirteen Directors on the Board, comprising: a non-executive Chairman, three executive Directors and nine non-executive Directors.

The Combined Code recommends that, apart from the Chairman, at least half of the Board of Directors of a listed company should comprise nonexecutive Directors determined by the Board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the Director’s judgement. Of the non-executive Directors, the Board has determined that Nicanor Restrepo, Paul Stecko, Rosemary Thorne and Thomas Brodin are independent. In reaching that conclusion the Board took into account the principles relating to independence contained in the Combined Code and the factors that might appear to affect the independence of some of the Directors, including cross Directorships. The Board is satisfied that the independence of the relevant Directors is not compromised by these factors. Mindful of the rights of our two major shareholders to appoint four directors in total as detailed below and the need to keep the Board at a size that is not unwieldy, the Company is continuing its work towards enhancing the composition of the Board to comply with the above recommendation of the Combined Code.

Board of Directors

The Board is primarily responsible for setting the Group’s strategic aims, for the leadership and control of the Company and for reviewing the Group’s system of internal control. There is a clear division of responsibilities within the Group between the Board and executive management, with the Board retaining control of major strategic decisions under a formal schedule of matters reserved to it which includes:

• Approval of the Group’s strategy
• Board appointments including those of the Chairman and Group Chief Executive
• Agreement of terms of appointment of the Chairman, Group Chief Executive and other executive Directors
• Agreement of any fundamental changes to the Group management and control structure
• Approval of the annual financial budgets
• Approval of capital expenditure above fixed limits
• Approval of acquisitions and disposals of businesses
• Approval of the Interim Reports, the Annual Report and Accounts and all press releases.

As recommended by the Combined Code, the roles of Chairman and Group Chief Executive Officer are held by separate individuals and the division of responsibilities between them is clearly established and has been set out in writing and approved by the Board. The Board has delegated responsibility for the day-to-day management of the Group, through the Group Chief Executive Offi cer, to executive management. The Group Chief Executive Officer is responsible for devising strategy and policy within the authorities delegated by the Board. As discussed below, the Board has also delegated some of its responsibilities to Committees of the Board. The powers of Directors are determined by Irish legislation and the Articles of Association of the Company.