IBRC annual report for 2011 - Irish Bank Resolution Corporation ...

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Notes to the financial statements continued53. Report on Directors' remuneration and interestsThis report on Directors' remuneration and interests has been prepared by the Remuneration Committee on behalf of the Boardof Directors (the 'Board'). In keeping with best practice and where relevant, in accordance with accounting standards, the Bankhas provided information comparable to that provided by listed companies.Remuneration CommitteeAll members of the Remuneration Committee are Non-executive Directors. Its current members are Dr. Noel Cawley(Chairman), Alan Dukes, Aidan Eames, Maurice Keane and Gary Kennedy. This committee is responsible for ensuring that theoverall reward philosophy and remuneration governance framework of the Bank and its companies are consistent with theachievement of the Group’s strategic objectives, having regard also to promoting effective risk management within the Group.It is also responsible for considering and making recommendations to the Board in respect of remuneration policy for theChairman, Directors, Group Chief Executive, Company Secretary, senior management and other individuals whoseremuneration may exceed defined minimum thresholds across the Group. In addition, it is responsible for ensuring thatremuneration policies and practices are operated in accordance with any applicable legal and regulatory requirements(including any requirements which the Central Bank of Ireland may issue).Remuneration policyThe Group's remuneration policy, which has been framed in accordance with the Combined Code on Corporate Governance, isto reward its Group Chief Executive competitively having regard to comparable companies and the need to ensure that he isproperly rewarded and motivated to perform in the best interests of the Shareholder. This policy is in accordance with therecommendations of the Covered Institutions Remuneration Oversight Committee ('CIROC'). The remuneration packageconsists primarily of a base salary with additional benefits including monthly contributions to a defined contribution pensionscheme, a car allowance, a rent allowance, agreed travel expenses and agreed relocation related expenses.Remuneration for the Non-executive Directors is in accordance with the fee levels as agreed with the Minister for Finance inconsultation with the Bank. Neither the Chairman or the Group Chief Executive participate in decisions relating to their ownremuneration; 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 theGroup Chief Executive is capped at €500,000.Annual performance bonusesThe Bank does not operate a performance-related bonus scheme for executives hence no annual performance bonus has beenpaid or awarded to the Group Chief Executive during the years ended 31 December 2011 or 31 December 2010.Share optionsThere are no rights outstanding under any share option plans.Loans to DirectorsAt 31 December 2011 there are no loans to Directors, see note 54.Directors' interests in contractsThe Bank and its subsidiary undertakings did not have any material contracts or arrangements during the year in which aDirector of the Bank was materially interested, other than in the Bank's normal business. Details of related party transactionsare included in note 54.Service contractsIn order to secure the services of the Group Chief Executive and in the context of the circumstances surrounding the Bank, theGroup Chief Executive's contract includes an initial guarantee of employment for two years from September 2009. Thereafter anotice period of twelve months applies.Other than the Group Chief Executive, there are no provisions for pre-determined compensation on termination in existence forany Director.PensionsThe Group Chief Executive is entitled to monthly contributions to a defined contribution scheme. All pension benefits aredetermined solely in relation to basic salary. Fees paid to Non-executive Directors are not pensionable.Under the defined contribution pension scheme, a set percentage of salary is paid into the scheme each year and is invested forthe benefit of the member. At retirement, the accumulated value of the investments made is available to purchase retirementbenefits for the member. Under this scheme, once the contributions have been paid the Group has no further obligation.148
Irish Bank Resolution Corporation LimitedAnnual Report & Accounts 2011Directors' and Secretary's interestsAt 31 December 2011 the Directors and Secretary in office, and their spouses and minor children, had no beneficial interests inthe shares of the Bank.Directors' remuneration - 2011Executive DirectorTotalSalary annual Temporary& benefits * Fees ** Pension ^ remuneration allowances # Total€'000 €'000 €'000 €'000 €'000 €'000A.M.R. (Mike) Aynsley 538 - 125 663 203 866Non-executive DirectorsAlan Dukes (1) - 150 - 150 - 150Dr. Noel Cawley (2) - 86 - 86 - 86Aidan Eames (3) - 86 - 86 - 86Oliver Ellingham (4) - 16 - 16 - 16Maurice Keane (5) - 99 - 99 - 99Gary Kennedy (6) - 99 - 99 - 99Roger McGreal (7) - 23 - 23 - 23Total 538 559 125 1,222 203 1,425* Comprises a base salary of €500,000 and other taxable benefits including an annual car allowance.** Fees to Non-executive Directors comprise a basic fee for Board membership and additional fees paid to the Chairmen ofeach of the principal Board Committees.^ Comprises employer contributions to pension funds.# Comprises the gross value, before deduction of tax, of temporary relocation assistance which includes rent, travel andother agreed expenses received during the year.(1) The Chairman has decided to take an annual fee of €150,000, which is €100,000 lower than the agreed contractual feeof €250,000, effective as and from his date of appointment as Chairman.(2) Comprises a basic fee of €73,600 and an additional fee of €12,880 as Chairman of the Remuneration Committee.(3) Comprises a basic fee of €73,600 and an additional fee of €12,880 as Chairman of the Nomination and GovernanceCommittee.(4) Co-opted on 14 October 2011.(5) Comprises a basic fee of €73,600 and an additional fee of €25,760 as Chairman of the Risk and Compliance Committee.(6) Comprises a basic fee of €73,600 and an additional fee of €25,760 as Chairman of the Audit Committee.(7) Co-opted on 15 November 2011. Includes €13,512 in respect of his services as a Non-executive Director of INBS from1 July 2011 to 14 November 2011. Fees paid to Roger McGreal as a Non-executive Director of INBS from 1 January 2011to 30 June 2011 are not included in the table above.Board member expensesDuring 2011 the following amounts were reimbursed to, or paid on behalf of, Board members: €3k for travel and subsistenceexpenses and €1k for telephone and other expenses. These expenses relate to services as Board members only and do notinclude expenses incurred by the Executive Director in the day to day management of the business.149
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Chairman’s statementIrish Bank Re
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Business review continuedIrish Bank
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Board of DirectorsIrish Bank Resolu
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Report of the DirectorsIrish Bank R
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OpinionIn our opinion:• the Group
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