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Kingspan Group

Welcome to Kingspan Group

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Corporate Governance

The Board

The Board of the Company is responsible for the leadership, strategic direction and overall management of the Group. It sets the Company’s strategic aims, establishes the Company’s values and standards, and monitors compliance within a framework of effective controls.

The Board currently consists of 11 directors, four of the directors are executives, seven including the Chairman, are non-executive directors. Each of the executive directors has a combination of general business skills, and experience in the construction materials market. The non-executive directors represent a diverse business background complementing the executive director's skills.  The names and other details of the members of Board are available below.

Leadership

The Board meets formally 9 times during the year, as well as informally as and when required. The Board reserves for itself a formal schedule of matters on which it takes the ultimate decision. These include adopting the Group’s rolling 5 year strategic plan and the annual budget, approving all major capital expenditure and material contracts, acquisitions and disposals of businesses and other assets, and appointment of senior executives and succession planning, reviewing management’s corporate and financial performance, and overall review of the Group’s internal controls. Certain other matters are delegated to the Board committees.

Full details of the Company’s compliance with the UK Corporate Governance Code (June 2010), as enhanced by the Irish Corporate Governance Annex is set out in the Company’s Annual Report.

Senior Independent Director: Senan Murphy

Board Committees

Audit & Compliance Committee

Senan Murphy (Chair), Éimear Moloney, Eavan Saunders

The Audit & Compliance Committee monitors the integrity of the Group’s financial statements, the effectiveness of internal controls, and oversees compliance with the Corporate Sustainability Reporting Directive (CSRD) and European Sustainability Reporting Standards (ESRS). The committee also reviews product compliance and the culture of compliance across the Group

Terms of Reference

Nominations & Governance Committee

Jost Massenberg (Chair), Anne Heraty, Louise Phelan

The Nominations Committee leads the process for Board appointments and succession planning, and ensures the Board’s composition remains effective and diverse, and appropriate for the needs of the Group. The committee is responsible for planning for the renewal and succession of the Board and its committees.

Terms of Reference


Remuneration Committee

Éimear Moloney (Chair), Louise Phelan, Eavan Saunders

The Remuneration Committee oversees the Group’s remuneration policy, ensuring it is aligned with the delivery of strategy, shareholder interests, and the attraction and retention of high-calibre talent. The committee ensures that the executive directors’ remuneration arrangements are competitive and support the Group’s long-term objectives.

Terms of Reference

Control and Conduct

Internal Control

The Board of Directors has overall responsibility for the Group’s system of internal control and has delegated responsibility for the implementation of this system to executive management. This delegation ensures the embedding of the system of internal control throughout the Group’s operations, and ensures that the organisation is capable of responding quickly to evolving business risks, and that significant internal control issues, should they arise, are reported quickly to appropriate levels of management. Such a system of internal control by its nature is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can provide reasonable, but not absolute, assurance against material misstatement or loss.

The key elements of the Group’s system of internal control include the following:

  • a clearly defined organisation structure with formal lines of authority, accountability and responsibility;

  • a formal schedule of matters specifically reserved for decision by the Board;

  • regular assessment of major business, investment and financing risks;

  • a comprehensive annual budgeting process and a review by the Board of actual performance compared with budget on a monthly basis;

  • clearly defined and appropriate levels of authorisation for all transactions;

  • the Audit & Compliance Committee and the internal audit function;

  • the Internal Audit function operates independently of the business units; 

  • the Group Compliance Team operates independently of the business units;

  • the chairman of the Audit & Compliance Committee reports to the Board on significant issues considered by the committee, and the minutes of its meetings are circulated to all directors;

  • systematic monitoring and assessment of risk areas through management and Board reviews.

 

The main features of the Group’s internal control and risk management systems that relate specifically to the Group’s financial reporting and accounts consolidation process are:

  • The review of reporting packages for each entity as part of the year-end audit process;

  • The reconciliation of reporting packages to monthly management packs as part of the audit process and as part of management review;

  • The validation of consolidation journals as part of the management review process and as an integral component of the year-end audit process;

  • The review and analysis of results by the Group Finance Director and the Auditors with the management of each division;

  • The review of audit management letters by the Group Finance Director, Head of internal audit and the Audit Committee; and the follow up of any critical management letter points to ensure issues highlighted are addressed.

  • The approach by the Board is proactive in identifying possible weaknesses and obtaining the relevant degree of assurance on specific areas of internal control and not merely reporting by exception.

Code of Conduct