The Board has established four permanent committees to assist in the execution of its responsibilities: the Audit Committee, the Remuneration Committee, the Nominations & Governance Committee, and the Risk, Investment & Financing Committee.

Each committee has specific terms of reference under which authority is delegated to it by the Board. These terms of reference are reviewed annually and are available to download on the Terms of reference page. The Chairman of each committee reports to the Board regularly on its activities and also attends the AGM and is available to answer questions from shareholders. The current membership of each committee, details of attendance and each member’s tenure are set out in each individual committee report within our 2016 Annual Report.

Audit Committee

2016 was a busy year for the Audit Committee with the focus being on appointing new external auditors for the Group from 2017 and enabling a smooth and successful transition.

Philip Toomey

Chair of the Audit Committee

Attendance record and tenure

Member A B Committee tenure 
Philip Toomey (Chair) 7 7 8 years 
Gerard van Odijk  7 2 year 
Linda Wilding  7 3 years 

Column A - Number of meetings held when director was a member.
Column B - Number of meetings attended when director was a member.

Role and responsibilities 

The Committee supports the Board in fulfilling its responsibilities in relation to financial reporting and reviews the effectiveness of the Group’s internal financial control and financial risk management systems. The Committee also monitors and reviews the effectiveness of the Group’s internal audit function and, on behalf of the Board, manages the appointment and remuneration of the external auditor as well as monitoring their performance and independence. The Group has an independent and confidential reporting procedure and the Committee monitors the operation of this facility.

Once again, the Board requested that the Committee advise it on the long term viability of the Group. Details of this review and the Group’s Viability Statement are contained in the Risk Report on pages 19 to 23.

For more information, please read Terms of Reference

Remuneration Committee

The Remuneration Committee recommend the Remuneration Policy to shareholders for a second time, confident that the Policy continues to allow the Group to achieve its strategic objectives.

Linda Wilding

Chair of the Remuneration Committee

Remuneration committee

The following table details the members of the Committee, their attendance at meetings held during the year to 30 September 2016 and their tenure.

  A B

Committee tenure

Linda Wilding (Chair) 8 8 2 year
Chris Brinsmead 8 8 5 years
Peter Gray 8 8 3 years
Lisa Ricciardi 8 8 2 years
Philip Toomey 8 8 7 years

Column A - Number of meetings held when director was a member
Column B - Number of meetings attended when director was a member

Responsibilities

  • setting, reviewing and recommending to the Board the remuneration policy for executive directors and certain other senior executives;
  • setting, reviewing and approving the remuneration arrangements of executive directors and senior executives; and
  • reviewing and approving the rules of any incentive plans subject to final approval by the Board and shareholders.

For more information, please read Terms of Reference

Nominations & Governance Committee

The Nominations & Governance Committee has been quite active in 2016 reflecting its involvement in succession planning for new Board members and reshaping the Board Committees to ensure they continue to comply with the highest standards of governance.

Peter Gray

Chair of the Nominations & Governance Committee

 Attendance record and tenure 

Member A B Committee tenure
Peter Gray (Chair) 5 5 10 years
Chris Brinsmead 5 5 4 years
Philip Toomey 5 5 7 years

Column A - Number of meetings held when director was a member.
Column B - Number of meetings attended when director was a member. 

Key responsibilities 

  • to evaluate the balance of skills, knowledge, experience and diversity of the Board and Committees and make recommendations to the Board with regard to any changes;
  • to consider succession planning for directors and other senior executives taking into account what skills and expertise are needed for the future;
  • to identify, and nominate for the approval of the Board, candidates for appointment as directors;
  • to consider the re-appointment of any non-executive director at the conclusion of their specified term of office and recommend their re-appointment to the Board; and
  • to review Corporate Governance developments and ensure the Group remains compliant with all aspects of governance applicable to it.

For more information, please read Terms of Reference

Risk, Investment & Financing Committee

A significant amount of work was conducted in the year to further enhance UDG’s Risk Management Process and the Committee is pleased to report on this progress within its report.

Chris Brinsmead

Chair of the Risk, Investment & Financing Committee

Attendance record and tenure 

The Committee met twice during the year ended 30 September 2016. Individual attendance at these meetings along with the tenure of each member is set out below.

Member A B Committee tenure
Chris Brinsmead (Chair) 2 2 5 years
Gerard van Odijk 2 2 3 years
Lisa Ricciardi 2 1 3 years

Column A - Number of meetings held when director was a member.
Column B - Number of meetings attended when the director was a member.

Key responsibilities 

  • to oversee the Group’s risk management systems and internal controls;
  • to oversee the identification and assessment of the Group’s Principal Risks & Uncertainties as well as their associated mitigation strategies, and recommend them to the Board for approval;
  • to oversee the review of the long term viability of the Group and the development of the Viability Statement for recommendation to the Audit Committee;
  • to consider, review and approve potential transactions to be made by the Group which have a consideration value of up to €50 million;
  • to consider, review and authorise the commencement of due diligence on potential transactions which have a consideration value of more than €50 million;
  • to evaluate, and recommend to the Board for approval, any proposed capital expenditure requests exceeding €3 million and any debt and equity financing proposals; and
  • conduct one year and three year post-acquisition reviews.

For more information, please read Terms of Reference