Annual Report & Accounts 2009 - Anglo Irish Bank

Report of the Directors
The Directors present their report and the audited financial
statements for the 15 months ended 31 December 2009.
Under the Anglo Irish Bank Corporation Act, 2009, which was
enacted under Irish law on 21 January 2009, the Minister for
Finance took the Group into State ownership. All of the Bank’s
share capital was transferred to the Minister on that date.
Results
The Group loss attributable to the owner of the parent amounted
to €12,699m (30 September 2008: profit of €670m) as set out in
the Consolidated income statement on page 36.
Review of activities
The principal activity of the Group is the provision of banking
services. The Chairman’s statement, the Group Chief Executive’s
review and the Business review on pages 2 to 18 report on
developments during the period, recent events and likely future
developments. The financial statements for the 15 months ended
31 December 2009 are set out in detail on pages 36 to 174.
Dividends
No dividends were paid during the period. It is not proposed to
pay a dividend in respect of the 15 months ended
31 December 2009.
Capital
During the period the Minister for Finance subscribed for an
additional €4bn of ordinary share capital in the Bank.
On 22 December 2009 the Minister for Finance (the Bank’s sole
Shareholder) wrote to the Chairman restating his previous
commitments in relation to ensuring that the Bank had sufficient
capital to continue to meet its regulatory capital requirements.
Specifically, the letter confirmed the Minister's commitment to
implement a proposal effective 31 December 2009 which would
conform with EC State Aid rules. On 23 December 2009 the
Board accepted the Minister's commitment and subsequently on
31 March 2010 the Minister fulfilled this commitment by
providing the Bank with a promissory note to the value of
€8.3bn.
Details of changes in capital and treasury shares during the
period are included in notes 42 to 48 to the financial statements.
Accounting policies
The principal accounting policies, together with the basis of
preparation of the financial statements, are set out in note 1 to
the financial statements.
Directors and Secretary
The names of the Bank’s Directors, together with a short
biographical note on each, appear on page 19.
Donal O’Connor was appointed as Chairman on
18 December 2008. He served as Executive Chairman from
19 February 2009 to 7 September 2009, and thereafter reverted
to the role of Non-executive Chairman.
A.M.R. (Mike) Aynsley was appointed as Group Chief Executive
and as an Executive Director on 7 September 2009.
Under the terms of the Credit Institutions (Financial Support)
Scheme 2008, Frank Daly and Alan Dukes were appointed as
Non-executive Directors on 18 December 2008. Maurice Keane
was appointed as a Non-executive Director on 21 January 2009.
Frank Daly resigned from the Board on 22 December 2009.
Sean FitzPatrick, former Chairman, and Lar Bradshaw, Nonexecutive
Director, resigned from the Board on
18 December 2008. David Drumm, former Group Chief Executive,
and William McAteer, former Group Finance Director and Chief
Risk Officer, resigned as Executive Directors on
28
19 December 2008 and 7 January 2009 respectively. Noël
Harwerth, Anne Heraty, Michael Jacob, Gary McGann and Ned
Sullivan resigned as Non-executive Directors on
19 January 2009. Pat Whelan and Declan Quilligan resigned as
Executive Directors on 19 February 2009 and
7 September 2009 respectively.
The interests of the Directors and Secretary who held office at
31 December 2009 in the share capital of the Bank are shown
in the Remuneration Committee's report on behalf of the
Board, set out in note 54 to the financial statements.
Substantial shareholdings
On 21 January 2009, under the terms of the Anglo Irish Bank
Corporation Act, 2009, all of the Bank’s ordinary and
preference share capital was transferred to the Minister for
Finance. As at the date of this Report, all of the Bank’s issued
share capital is held by the Minister.
Group undertakings and foreign branches
Particulars of the principal subsidiary undertakings within the
Group required to be declared under Section 16 of the
Companies (Amendment) Act, 1986 are shown in note 30. The
Bank has established branches, within the meaning of EU
Council Directive 89/666/EEC, in Austria, Germany, Jersey and
the United Kingdom.
Corporate governance
The Directors' Corporate governance statement appears on
pages 30 to 33.
Principal risks and uncertainties
Information concerning the principal risks and uncertainties
facing the Bank and the Group is set out in the Principal risks
and uncertainties section on pages 23 to 26. The Group’s
financial risk management objectives and policies and its use of
financial instruments are discussed in notes 21 and 51 to the
financial statements.
Books of account
The Directors are responsible for ensuring that proper books of
account, as outlined in Section 202 of the Companies Act,
1990, are kept by the Bank. To ensure compliance with these
requirements the Directors have appointed professionally
qualified accounting personnel with appropriate expertise and
have provided adequate resources to the Finance function. The
books of account of the Bank are maintained at the Bank's
registered office at Stephen Court, 18/21 St. Stephen's Green,
Dublin 2.
Auditors
Ernst & Young, Chartered Accountants, resigned as Auditors
on 1 September 2009. On 21 September 2009 Deloitte &
Touche, Chartered Accountants, were appointed in their place.
Deloitte & Touche have expressed their willingness to continue
in office in accordance with Section 160(2) of the Companies
Act, 1963.
Directors:
Donal O’Connor (Chairman),
A.M.R. (Mike) Aynsley (Group Chief Executive),
Alan Dukes (Non-executive Director),
Maurice Keane (Non-executive Director).
Secretary:
Natasha Mercer.
31 March 2010