Board Committees

The Board has established an Audit Committee, a Remuneration Committee, a Governance and Conflicts Committee and a Nominations Committee with formally delegated duties and responsibilities. A description of the activities and a listing of the members of each of these committees are set out below:

Audit Committee

The Audit Committee shall be made up of at least three Non-Executive Directors a majority of whom shall be Independent Non-Executive Directors and at least one of whom shall have recent and relevant financial experience. The members of the Audit Committee are:

  • Liam Daniel (Chairman), Lead Independent Non-Executive Director
  • Owen Hughes, Independent Non-Executive Director
  • Donal O’Connor, Independent Non-Executive Director

All of the members of the Audit Committee have recent and relevant financial experience. The Audit Committee will meet at least four times a year and will be responsible for ensuring that the financial performance of the Company is properly monitored and reported. The committee will also meet with the external auditor to review findings of the audit. It will meet with the auditors at least once a year without any members of management being present and will also be responsible for considering and making recommendations regarding the identity and remuneration of such auditors.

Please click here to view the terms of reference for the Audit Committee.
Remuneration Committee

The Remuneration Committee shall be made up of at least two Non-Executive Directors at least one of whom shall be an Independent Non-Executive Director. The members of the Remuneration Committee are:

  • Kieran McGowan (Chairman), Non-Executive Director
  • Liam Daniel, Lead Independent Non-Executive Director
  • Kyran McLaughlin, Chairman of Malin

The Remuneration Committee will meet at least once a year and will consider and recommend to the Board the framework for the remuneration of the chief executive officer, the chairman, company secretary, chief financial officer and such other officers as it is designated to consider and, within the terms of the agreed policy will, consider and recommend to the Board the total individual remuneration package of each executive Director including bonuses and incentive payments. It will review the design of all incentive plans for approval by the Board and (if required) shareholders and, for each such plan, recommend 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 will be involved in decisions concerning his/her own remuneration.

Please click here to view the terms of reference for the Remuneration Committee.
The Governance and Conflicts Committee

The Governance and Conflicts Committee shall be made up of at least two Non-Executive Directors all of whom shall be Independent Non-Executive Directors. The Chairman of the Board will have ex-officio rights to attend but not vote at meetings of the Governance and Conflicts Committee. The members of the Governance and Conflicts Committee are:

  • Liam Daniel (Chairman), Lead Independent Non-Executive Director
  • Owen Hughes, Independent Non-Executive Director

The Governance and Conflicts Committee will meet at least twice a year and will be responsible for overseeing the Company’s compliance with its corporate governance guidelines and relevant corporate governance codes and for the oversight and supervision of the Company’s Conflicts of Interest Policy (CIP). The committee will also oversee and manage the Operating Services Agreement with BPMS, including performing an annual review of the services that have been provided to the Company by BPMS and agreeing the following year’s services plan and related service fees.

The Committee will also be responsible for evaluating whether the performance triggers of the Founder A Ordinary Shares have been achieved by the Company and for approving the conversion of the Founder A Ordinary Shares to Ordinary Shares if it determines that the performance triggers have been achieved.

Please click here to view the terms of reference for the Governance and Conflicts Committee.
Nominations Committee

The Nominations Committee shall be made up of at least two Non-Executive Directors at least one of whom shall be an Independent Non-Executive Director. The members of the Nominations Committee are:

  • Kyran McLaughlin (Chairman), Chairman of Malin
  • Owen Hughes, Independent Non-Executive Director
  • Robert A. Ingram, Non-Executive Director
  • Kieran McGowan, Independent Non-Executive Director

The Nominations Committee will meet at least once a year and will consider the selection and re-appointment of Directors. It will identify and nominate candidates for all Board vacancies and will regularly review 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.

Please click here to view the terms of reference for the Nominations Committee.