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

Corporate governance statement continuedThe Chairman's main responsibility is to lead and manage theBoard, encourage critical discussions, challenge mind-sets andadditionally, promote effective communication within theBoard. In addition, he is responsible for promoting bestpractice corporate governance and effective communicationwith the Shareholder. The Chairman allocates a substantialamount of time to the Group and his role has priority over anyother commitments.The Board has delegated day to day responsibility for theBank's operations, compliance and performance to the GroupChief Executive to ensure that the strategic direction agreed bythe Board is followed. The Group Chief Executive in turndelegates the implementation of operational decisions to theBank’s executive management team. A formal chartergoverning the operation of the Bank’s Group ExecutiveCommittee which details their duties and responsibilities hasalso been adopted.Under the direction and management of the Group ChiefExecutive, the Group Executive Committee is responsible forthe management of the group’s human, financial and physicalresources having responsibility for:• Formulating and executing plans for theachievement of the Bank’s objectives and strategyas are prescribed by the Board from time to time;• Providing such assurance to the Board and BoardCommittees as the Board in the discharge of itsresponsibilities may seek regarding compliance bythe Bank with all relevant laws and regulations,managing the risks associated with the businessactivities of the Bank and financing the Bank; and• Acting in accordance with the interests of the Bankand the business connected with it, taking intoconsideration the interests of all the stakeholders ofthe Bank.Independence of the BoardThe Board has carried out its annual evaluation of theindependence of each of its Non-executive Directors, takinginto account the relevant provisions of the Code, namelywhether the Director has the ability to exercise soundjudgement and decision making independent of the views ofmanagement, political interests or inappropriate outsideinterests, with a number of specific criteria to be considered inmaking such an assessment. The Board is satisfied that each ofthe current Non-executive Directors fulfilled the independenceprovisions of the Code.Appointments to the BoardThe Board appoints new Directors on the recommendation ofthe Nomination and Governance Committee.Following nationalisation, the Minister has additional powersto appoint Directors of the Bank under the Anglo Irish BankCorporation Act, 2009.Oliver Ellingham and Roger McGreal were appointed to theBoard on 14 October 2011 and 15 November 2011respectively. These appointments were made havingconducted appropriate appointment processes, including theuse of external search consultants where necessary, andfollowing consultation with the Minister for Finance. RogerMcGreal was a Director of Irish Nationwide Building Societyprior to its amalgamation with the Bank on 1 July 2011. Mr.Ellingham and Mr. McGreal were considered to meet therelevant independence criteria on appointment.A copy of the standard terms and conditions of appointmentof Non-executive Directors can be inspected during normalbusiness hours by contacting the Company Secretary.Re-election and re-appointmentFollowing an amendment to the Articles of Association byshareholder resolution, the requirement to retire by rotationhas been dispensed with. Directors are appointed initially forthree years and, subject to satisfactory performance, may bere-appointed for additional terms.Alan Dukes and Maurice Keane having duly reached the end oftheir initial three-year terms as Non-executive Directors inDecember 2011 and January 2012 respectively, were reappointedby the Board for further three-year periods as NonexecutiveDirectors as and from those dates.InductionOn joining the Board, new Directors receive an inductionpresentation, which explains their responsibilities as a Directorand provides an overview of the Group and its business. EachDirector is provided with an information pack which providesdetails of the disclosures that each is obliged to make to theBank in order to comply with applicable laws, regulations andbest practice corporate governance standards. The programmealso includes briefing sessions with senior management fromeach of the main business units.Performance reviewA formal performance evaluation of the Board, its Committees,individual Directors and the Chairman is completed annually.The 2011 evaluations took the form of detailed questionnaires,which were completed by each Director, complemented byindividual interviews as considered appropriate. The Boardreviewed the results of the evaluations with a number of actionpoints agreed to progress improvements in 2012. All Directorswere considered to have discharged their respective duties andresponsibilities effectively and have committed an appropriateamount of time to fulfil their duties as a Board member.The annual performance evaluation of the Chairman was ledby the Senior Independent Director, in private consultationwith each of the Directors and the results were shared with theChairman and the Board as a whole.The Directors can avail of the advice and services of theCompany Secretary. The Directors and Committees of theBoard can also seek independent professional advice ifrequired, at the Bank's expense.Board CommitteesIn accordance with the provisions of the Code, the Board hasestablished four principal sub-committees operating undertheir own specific terms of reference. These terms of reference,setting out the roles and responsibilities of each Committee,are available on request through the Company Secretary. Inaddition to the four principal sub-committees the Board hasalso constituted a number of other sub-committees which arecharged with responsibility for other matters under the Board’sremit.The minutes of all meetings of Board Committees arecirculated to all Directors for information with their boardpapers and are formally noted by the Board.A description of each of the principal sub-committees is givenbelow.26