Annual_Report2014
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<strong>Annual</strong> Report 2014<br />
Irish Auditing & Accounting Supervisory Authority<br />
84<br />
APPENDIX 4<br />
Commentary on certain aspects of the UK code and Irish annex<br />
Provision(s) of the UK Code<br />
Executive directors’ remuneration<br />
/ Remuneration Committee /<br />
Performance related remuneration/<br />
bonuses.<br />
Non-executive director remuneration<br />
Election / Appointment of Directors/<br />
Board size & structure / Nomination<br />
Committee / Directors’ skills and<br />
expertise / Board renewal<br />
Directors’ terms of office / re-election<br />
Appointment of a Deputy Chairperson<br />
and / or Senior Independent Director<br />
Chairperson / Board interaction with<br />
shareholders<br />
Appointment and reappointment of<br />
the statutory auditor<br />
Non-executive directors meeting in<br />
absence of Chairperson to appraise<br />
Chairperson’s performance<br />
Explanation<br />
By virtue of being a matter for the Ministers for Jobs, Enterprise & Innovation<br />
and Public Expenditure & Reform respectively, executive directors’<br />
remuneration is outside the control of the Board. IAASA is not permitted to<br />
operate performance related remuneration schemes or award bonuses.<br />
The Minister for Public Expenditure & Reform sets the level of remuneration for<br />
non-executive directors.<br />
The Board size, structure and appointments process is prescribed under the Act<br />
and is therefore outside the control of the Board. Directors, with the exception<br />
of the Chief Executive and direct Ministerial appointees, are appointed by the<br />
Minister upon the nomination of statutorily prescribed nominating bodies. The<br />
appointment of the Chief Executive is made by the Board, subject to terms and<br />
conditions approved by the Minister with the consent of the Minister for Public<br />
Expenditure & Reform.<br />
The Minister decides the terms of office of the non-executive Directors. The<br />
term is set out in the Act to be not less than three or more than five years.<br />
Pursuant to the Act, there is no restriction on reappointment.<br />
To date, IAASA has determined that it is not appropriate to appoint a Senior<br />
Independent Director or a Deputy Chairperson. The matter is reconsidered by<br />
the Board periodically.<br />
As a company limited by guarantee, IAASA does not have shareholders.<br />
The Act provides that IAASA’s auditor shall be the C&AG. Accordingly, this is a<br />
matter that is outside the Board’s control.<br />
As a regulatory agency established by statute, in circumstances where the<br />
appointment of the Chairperson is at the sole discretion of the Minister, an<br />
appraisal of the Chairperson’s performance would not be appropriate.
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