Statement of Directors' responsibilitiesThe following statement, which should be read in conjunctionwith the Auditor’s <strong>report</strong> on pages 30 and 31, is made with aview to distinguishing <strong>for</strong> the Shareholder the respectiveresponsibilities of the Directors and of the Auditor in relation tothe financial statements.<strong>Irish</strong> company law requires the Directors to prepare financialstatements <strong>for</strong> each financial period which give a true and fairview of the state of affairs of the <strong>Bank</strong> and of the Group as atthe end of the financial period and of the profit or loss of theGroup <strong>for</strong> that period. With regard to the financial statementson pages 32 to 168, the Directors have determined that it isappropriate that they continue to be prepared on a goingconcern basis and consider that in their preparation:• suitable accounting policies have been selected andapplied consistently;• judgements and estimates that are reasonable andprudent have been made; and• the financial statements comply with applicableInternational Financial Reporting Standards (‘IFRS’).The Directors are responsible <strong>for</strong> keeping proper books ofaccount which disclose with reasonable accuracy at any timethe financial position of the <strong>Bank</strong> and which enable them toensure that the financial statements are prepared inaccordance with IFRS, as adopted by the European Union, andcomply with the Companies Acts, 1963 to 2009 and Article 4of the IAS Regulation. They also have general responsibility <strong>for</strong>taking such steps as are reasonably open to them to safeguardthe assets of the <strong>Bank</strong> and of the Group, and to prevent anddetect fraud and other irregularities.The Transparency (Directive 2004/109/EC) Regulations 2007and the Transparency Rules of the Central <strong>Bank</strong> of Irelandrequire the Directors to include a management <strong>report</strong>containing a fair review of the business as well as a descriptionof the principal risks and uncertainties faced by the <strong>Bank</strong> andthe Group.The Directors are responsible <strong>for</strong> the maintenance and integrityof the corporate and financial in<strong>for</strong>mation included on the<strong>Bank</strong>'s website. Legislation in the Republic of Ireland governingthe preparation and dissemination of financial statements maydiffer from legislation in other jurisdictions.The Directors confirm that, to the best of their knowledge,they have complied with these requirements in preparing thefinancial statements, including preparation of these financialstatements in accordance with IFRS, as adopted by theEuropean Union, to give a true and fair view of the state ofaffairs of the <strong>Bank</strong> and of the Group as at 31 December <strong>2011</strong>and of the loss of the Group <strong>for</strong> the year then ended. They alsoconfirm that the management <strong>report</strong>s contained in the AnnualReport and Accounts include a fair review of the developmentand per<strong>for</strong>mance of the business and the position of the <strong>Bank</strong>and the Group, together with a description of the principalrisks and uncertainties that they face.The Directors, having prepared the financial statements, haverequested the Auditor to take whatever steps and undertakewhatever inspections are considered to be appropriate <strong>for</strong> thepurpose of enabling the issuance of the Auditor’s <strong>report</strong>.Directors:Alan Dukes (Chairman),A.M.R. (Mike) Aynsley (Group Chief Executive),Gary Kennedy (Non-executive Director).Secretary:Philip Brady.24
Corporate governance statement<strong>Irish</strong> <strong>Bank</strong> <strong>Resolution</strong> <strong>Corporation</strong> LimitedAnnual Report & Accounts <strong>2011</strong>The Board of Directors (the ‘Board’) is accountable to theShareholder <strong>for</strong> the overall per<strong>for</strong>mance of the Group. In doingso, it is responsible <strong>for</strong>:• The effective, prudent and ethical oversight of the<strong>Bank</strong>;• Setting the business strategy <strong>for</strong> the <strong>Bank</strong>, followingconsultation with the Shareholder; and• Ensuring that risk and compliance are properlymanaged in the <strong>Bank</strong>.The Central <strong>Bank</strong> of Ireland’s Corporate Governance Code <strong>for</strong>Credit Institutions and Insurance Undertakings (the ‘Code’)came into effect as and from 1 January <strong>2011</strong> and is theprimary corporate governance code to which the <strong>Bank</strong> is nowsubject. The Code sets out a model of best practice principles<strong>for</strong> the governance of financial institutions and the Boardsupports and endorses the provisions of the Code, which it hasimplemented. The <strong>Bank</strong> is not classified as a major institution<strong>for</strong> the purposes of this code. The full text and provisions ofthe Code is available at www.centralbank.ie.The Board believes that the application of the principles in theCode also assist the Group to comply with the ethical andother considerations implicit in the 2009 Code of Practice <strong>for</strong>the Governance of State Bodies, as published by theDepartment of Finance and also as regards adherence to theprinciples espoused in the UK Corporate Governance Code.The <strong>Bank</strong> is in compliance with the corporate governance andother obligations imposed by the Ethics in Public Office Act,1995 and the Standards in Public Office Act, 2001. The Boardis also cognisant of its collective responsibilities and those of itsindividual members under the Credit Institutions (Stabilisation)Act 2010.This corporate governance statement describes how the <strong>Bank</strong>applied the principles of the Code throughout the year ended31 December <strong>2011</strong>. The Directors believe that the Group hascomplied throughout the year with the provisions andprinciples as detailed in the Code.Relationship with the ShareholderIn addition to the provisions of the Anglo <strong>Irish</strong> <strong>Bank</strong><strong>Corporation</strong> Act, 2009, a Relationship Framework between theMinister and the <strong>Bank</strong> was <strong>for</strong>mally approved by the Board inJune 2009. This provides the framework under which therelationship between the Minister and the <strong>Bank</strong> is governed.Under the Relationship Framework, certain key matters arereserved to the Minister, and in respect of which the Boardmay only engage on the instructions of, or with the priorconsent of, the Minister.There has been regular two way communication between theShareholder and the Board during the year on a wide range ofissues, in particular in respect of a number of key mattersregarding the strategic objective to wind down the <strong>Bank</strong> in anorderly fashion within the ongoing overall restructuring of the<strong>Irish</strong> financial system, with the Directors being kept in<strong>for</strong>medof the Shareholder’s views through regular <strong>report</strong>s to theBoard by the Chairman and the Group Chief Executive andthrough meetings with the Board, Chairman, and the GroupChief Executive.Board of Directors and MembershipThe Board of Directors recognises its continuing responsibility<strong>for</strong> the leadership, direction and control of the <strong>Bank</strong> and theGroup and its accountability to the Shareholder <strong>for</strong> financialper<strong>for</strong>mance. As at 31 December <strong>2011</strong>, the Board comprisedthe Chairman, six Non-executive Directors and the Group ChiefExecutive. Further to the priorities referred to in last year’sstatement, the Board enhanced its existing capability and skillsthrough the appointment of two further independent NonexecutiveDirectors during the year.The Non-executive Directors are independent of management,with varied backgrounds, skills and experience.There have been a total of 35 board meetings during thefinancial year, 10 of which were scheduled. The significantnumber of unscheduled meetings were convened primarily toconsider a variety of strategic restructuring matters whicharose during the year, including the transfer of the <strong>Bank</strong>’sdeposit book to AIB, the amalgamation of the <strong>Bank</strong> with <strong>Irish</strong>Nationwide Building Society pursuant to an <strong>Irish</strong> High Courttransfer order of 1 July <strong>2011</strong> and the disposal of the <strong>Bank</strong>’s USloan portfolio.All Directors are expected to attend each board meeting andthe attendance at board and committee meetings during <strong>2011</strong>is set out on page 29. Directors are provided with relevantpapers in advance of each meeting. All Directors are invited toattend meetings of the Board’s principal sub-committees evenwhere they are not members of the particular committee andare provided with the relevant papers in respect of thosecommittee meetings.If any Director is unable to attend a meeting, he will stillreceive the supporting papers and will have the opportunity todiscuss any matters he wishes to raise with the Chairman toensure his views are given due consideration. During thefinancial year, many of the unscheduled meetings werearranged at short notice and it was not always possible <strong>for</strong> allDirectors to attend. The attendance rate at board andcommittee meetings <strong>for</strong> <strong>2011</strong> was 97%.The Board keeps a <strong>for</strong>mal schedule of matters specificallyreserved <strong>for</strong> its decision. These are matters which aresignificant to the <strong>Bank</strong> because of their strategic, financial orreputational implications and include agreement of strategicobjectives, <strong>annual</strong> plans and per<strong>for</strong>mance targets, monitoringand control of operations, review of the per<strong>for</strong>mance of BoardCommittees and approval of specific senior appointments. Theschedule of matters reserved <strong>for</strong> the Board is reviewed andapproved by the Board on an <strong>annual</strong> basis, the latest reviewhaving taken place in February 2012. In addition, a <strong>for</strong>malBoard Charter is in place which governs the operation of theBoard as well as outlining the responsibilities of the Board andthe Directors. The Chairman, Group Chief Executive andCompany Secretary are always available <strong>for</strong> the Directors todiscuss any issues concerning Board meetings or other matters.Maurice Keane has been appointed as the Senior IndependentDirector.The <strong>Bank</strong> has insurance in place to cover the Directors andOfficers in respect of legal actions which may be broughtagainst them in the course of their duties. In addition, the <strong>Bank</strong>has offered a third party indemnity to individuals who act asofficers of <strong>Bank</strong> subsidiaries or other related entities in relationto certain losses and liabilities which they may incur inconnection with their duties, powers or office.Roles of Chairman and Group Chief ExecutiveAlan Dukes was appointed as Non-executive Chairman of the<strong>Bank</strong> in 2010 and in accordance with the provisions of theCode, the Board renewed this appointment during <strong>2011</strong>.The roles of Chairman and Group Chief Executive are distinct,separate and have been agreed by the Board and aredocumented within the Board Charter.25
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