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, five of the directors are executives, and six, 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.

Corporate Governance

Board Committees

Michael Cawley (Chair), Linda Hickey, John Cronin.

The Board has established an Audit Committee to monitor the integrity of the Company's financial statements, and the effectiveness of the Company’s internal financial controls. The members of the Audit Committee bring considerable financial and accounting experience to the committee’s work, and in particular the chairman of the Audit Committee, Michael Cawley, has appropriate recent and relevant financial experience. The Board considers that the combined qualifications and experience of the members give the committee collectively the financial expertise necessary to discharge its responsibilities.

Terms of Reference

Eugene Murtagh (Chairman), Gene Murtagh, Linda Hickey, Helen Kirkpatrick, John Cronin.

The Nominations Committee assists the Board in ensuring that the composition of the Board and its committees is appropriate for the needs of the Group. The committee meets at least once a year, and additionally if required, to consider the Board’s membership, to identify any additional skills or experience which might benefit the Board’s performance and recommend appointments to or, where necessary, removals from, the Board.

Terms of Reference
Helen Kirkpatrick (Chair), Michael Cawley, Linda Hickey.

The Remuneration Committee has responsibility for setting remuneration for all executive directors and for the Chairman, including pension contributions and any compensation payments. The committee also monitors the level and structure of remuneration for senior management.

Terms of Reference

Control and Conduct

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 Committee and the internal audit function;
  • the chairman of the Audit 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.
The Group has a Code of Conduct, setting the standard by which all employees across the Group are expected to conduct themselves. The Code of Conduct is available below. Procedures have been adopted and notified to all employees, by which staff are encouraged to raise any concerns about possible improprieties or breaches of the Code of Conduct in any area of the Group. All breaches are obliged to be reported to the head of internal audit, who reports to the Audit Committee.

Kingspan Group plc is committed to acting responsibly in its business, and maintaining high standards of ethics and integrity in all its dealings with its stakeholders, be they investors, customers, suppliers, its people and the community it operates in. The Code sets out the fundamental principles which it requires all its directors, officers and employees to adhere to in order to meet those standards. These principles are supplemented locally both by the provisions of other policies, and the Employee Handbook, but in the event of any conflict the Code must be complied with.

The Code was updated and adopted by the Board of Kingspan Group plc on the 25 November 2011, and is directly applicable to all employees of the Group.

Code of Conduct
Anti-Bribery

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