Annual Report & Accounts 2009 - Anglo Irish Bank

Notes to the financial statements continued
54. Report on Directors' remuneration and interests
144
This report on Directors' remuneration and interests has been prepared by the Remuneration Committee on behalf of the Board
of Directors (the 'Board'). In keeping with best practice and where relevant, in accordance with accounting standards, the Bank
has provided information comparable to that provided by listed companies.
Remuneration Committee
All members of the Remuneration Committee are Non-executive Directors. Its current members are Alan Dukes (Chairman) and
Maurice Keane. On his appointment as Executive Chairman on 19 February 2009 Donal O'Connor stepped down from the
committee. This committee is responsible for the formulation of the Group's remuneration policy in relation to all Executive
Directors and other senior executives. The Chairman's and Executive Directors' remuneration is determined by the Board of
Directors on the recommendation of the Remuneration Committee.
Remuneration policy
The Group's remuneration policy, which has been framed in accordance with the Combined Code on Corporate Governance, is
to reward its Group Chief Executive competitively having regard to comparable companies and the need to ensure that he is
properly rewarded and motivated to perform in the best interests of the Shareholder. This policy is in accordance with the
recommendations of the Covered Institutions Remuneration Oversight Committee ('CIROC'). The remuneration package
consists primarily of a base salary with additional benefits including monthly contributions to a defined contribution pension
scheme and agreed travel and accommodation expenses.
Remuneration for Non-executive Directors is agreed with the Minister for Finance in consultation with the Chairman of the
Remuneration Committee. Neither the Chairman nor the Group Chief Executive participate in decisions relating to their own
remuneration; this is a matter for the Remuneration Committee in consultation with the Shareholder.
In accordance with a request from the Minister for Finance, following a recommendation from CIROC, the base salary of the
Group Chief Executive is capped at €500,000. In advance of the establishment of CIROC there were some former Executive
Directors on base salaries greater than €500,000 however all of these Directors have now left the Bank.
Deferred performance bonuses
Prior to 2007 a component of the performance bonus award for Executive Directors was deferred. The deferred bonus
component was deferred to the earlier of three years or the individual’s retirement date. Deferred bonuses were expensed and
disclosed by Executive Director in the Annual Report for the year in which they were earned. This scheme was replaced by the
Anglo Irish Bank Performance Share Plan ('PSP') which was approved at the Annual General Meeting on 1 February 2008.
Only those deferred bonuses which are subject to a legal entitlement in accordance with employment conditions have been
paid in the period. Details are provided on pages 146 and 147.
Annual performance bonuses
No annual performance bonuses were earned by Executive Directors or former Executive Directors in the fifteen month period
to 31 December 2009.
Performance Share Plan
Following the enactment of the Anglo Irish Bank Corporation Act, 2009 all rights granted to employees under the PSP were
extinguished.
Share options
Following the enactment of the Anglo Irish Bank Corporation Act, 2009 all rights granted to employees under the various share
option plans were extinguished.
Loans to Directors
Details of loans to Directors are included in note 55.
Directors' interests in contracts
The Bank and its subsidiary undertakings did not have any material contracts or arrangements during the period in which a
Director of the Bank was materially interested, other than in the Bank's normal business. Details of related party transactions
are included in note 55.