Corporate Governance

The Company is committed to maintaining the highest standards of corporate governance and the Directors recognise their accountability to the Company’s shareholders in this regard. The Company therefore applies the UK Corporate Governance Code published by the Financial Reporting Council in the UK and the Irish Corporate Governance Annex published by the Irish Stock Exchange (together the “Codes”) in respect of its corporate governance practices.

A copy of the UK Corporate Governance Code can be obtained from the Financial Reporting Council’s website, www.frc.org.uk. A copy of the Irish Corporate Governance Annex can be obtained from the ISE’s website, www.ise.ie.

Board

The Board of INM comprises the non-executive Chairman, seven other non-executive Directors and one executive Director, namely, the Chief Executive. The Board is collectively responsible for the long term success of the Company. Its role is to provide leadership,to oversee management and to ensure that the Company provides its stakeholders with a balanced and understandable assessment of the Company’s current position and prospects.

The Board’s leadership responsibilities, in the interest of delivering long term value to shareholders, involve working with management to set corporate values and to develop strategy, including decisions on which risks it is prepared to take in pursuing its strategic objectives. The Board’s oversight responsibilities involve it in constructively challenging the management team in relation to operational aspects of the business, including approval of budgets, and probing whether risk management and internal controls are appropriate. It is also responsible for ensuring that accurate, timely and understandable information is provided about the Company to shareholders, regulators and other stakeholders.

The Board has delegated responsibility for management of the Group to the Chief Executive and his executive management team. The main areas where decisions remain with the Board are summarised below.

The Board has delegated some of its responsibilities to Committees of the Board.

Board Committees

There are three board committees with formal terms of reference:

  • the Audit Committee;
  • the Nomination and Corporate Governance Committee;
  • the Remuneration Committee;

and Schedule of Matters Reserved for the Board

The Schedule of Matters Reserved for the Board has been reviewed during the year. The Board believes that this schedule meets with current best practice. The schedule includes the matters set out below:

  • Approval of Group strategy.
  • Approval of annual budget.
  • Approval of Interim and Statutory Financial Statements.
  • Oversight of the Company’s operations.
  • Approval of major acquisitions and disposals.
  • Approval of significant capital expenditure proposals.
  • Approval of material contracts.
  • Appointment of Directors.
  • Approval of treasury policy.
  • Approval of risk management strategy.
  • Approval of terms of reference of Chairman, Chief Executive, and other executive Directors.
  • Approval of terms of reference and membership of Board Committees.
Audit and Risk Committee

The members of the Committee are:

  • J Kennedy (Chairman)
  • T Buckley
  • L O'Hagan

The role and responsibilities of the Committee are set out in the Committee’s Terms of Reference, copies of which are available from the Company Secretary.

The Terms of Reference of the Committee

Nomination and Corporate Governance Committee

The members of the committee are:

  • T Buckley (Chairman)
  • J Kennedy
  • T Mullane
  • L O'Hagan

The Nomination and Corporate Governance Committee is responsible for making recommendations on Board appointments and for regularly reviewing the efficacy, efficiency, structure, size and composition of the Board with regard to the complexities of the media industry and the diversity of international markets in which the Group operates. The Committee considers candidates from a wide variety of backgrounds. Candidates are assessed against objective criteria and with regard to the benefit of diversity on the Board, including gender.

The Committee is also responsible for reviewing the Group’s Corporate Governance policies and ongoing compliance. The full terms of reference of the Committee are available from the Company Secretary or click on the link below.

The Terms of Reference of the Committee.

Remuneration Committee

The members of the committee are:

  • L O'Hagan (Chairman)
  • T Buckley
  • J Kennedy

The Remuneration Committee is responsible for determining the remuneration of the Chief Executive and the Chairman and for determining, in consultation with the Chief Executive, the remuneration of executive management. The terms of reference of the Committee are available from the Company Secretary.

The Terms of Reference of the Committee.

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