Ardagh Glass Finance plc - Irish Stock Exchange

Internal Control and Risk Management
The Directors of Ardagh Glass Group S.A. are responsible for the Group’s systems of internal
control and for reviewing their effectiveness. The risk management process and systems of internal
control are designed to manage rather than eliminate the risk of failure to achieve Group strategic
objectives. These systems can only provide reasonable not absolute assurance against misstatement or
loss. Risk assessment and evaluation take place as an integral part of the annual planning and
budgeting process, the results of which are reviewed by senior management and the board of directors.
There is also an ongoing program of operational reviews and audits and a coordinated self-assessment
of financial controls. The results of these reviews are reported to the Audit Committee, which
undertakes, on behalf of the board of directors of the Group, an annual assessment of the effectiveness
of internal control and risk management.
Compensation of Directors and Senior Management
The aggregate annual compensation for the twelve-month period ended December 31, 2008,
payable to all our directors and senior management, was A7.3 million. The aggregate annual fees for
the same twelve-month period payable to our non-executive directors was A75,000.
Share Ownership
As of December 31, 2009, our directors and senior management held directly the following shares
of Ardagh Glass Group S.A.:
Aggregate
Number of Percentage
Name Shares (1) Ownership
Paul Coulson (2) ............................................... 4,407,662 20.99
Niall Wall ................................................... 1,990,000 9.52
John Riordan ................................................ 200,001 0.95
Brendan Dowling ............................................. 619,965 2.95
Houghton Fry ................................................ 500,106 2.38
Wolfgang Baertz .............................................. 150,000 0.71
Sir Frank Davies .............................................. 8,408 0.04
Edward Kilty ................................................. 725,234 3.45
David Currie ................................................. 209,866 1.00
Brían J. Butterly .............................................. 129,124 0.61
Total ....................................................... 8,940,366 42.6
(1) The issued share capital of Ardagh Glass Group S.A., as at the date of this Offering
Memorandum, is divided into shares of five separate classes from A to E (inclusive) each ranking
pari passu. The same number of shares is issued in each class and all five classes of shares are
required to be held and dealt with together as one unit. The numbers in this table refer to the
numbers of shares in each class held.
(2) Through his investment in the Yeoman group of companies, Paul Coulson has an equity interest in
a further 39% of the issued share capital of Ardagh Glass Group S.A.
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