UNBOUNCE - EXAMPLE PAGE-REPORT-ENTERPRISE DOCUMENT-KINGSPAN - Flipbook - Page 78
Board composition and
responsibilities
There is a clear division of
responsibilities within the Group
between the Board and executive
management, with the Board
retaining control of strategic and
other major decisions. The Chairman
leads the Board and is responsible for
its overall effectiveness in directing
the Company. One of the key roles for
the Chairman in doing so is promoting
a culture of objectivity, openness and
debate. In addition, the Chairman
facilitates constructive Board relations
and the effective contribution of all
non-executive directors, and ensures
that directors receive accurate, timely
and clear information.
The balance of skills, background
and diversity of the Board contributes
to the effective leadership of the
business and the development of
strategy. The Board’s composition
is central to ensuring all directors
contribute to discussions. As
outlined below, the Board continues
to review its composition to ensure
appropriate refreshment and renewal
which is essential to bringing fresh
thinking to Board discussions and
constructive challenge to the Board’s
decision making.
As a means of fostering challenge
and director engagement, the
non-executive directors, led by the
senior independent director, meet
without the Chairman present
at least annually. Likewise, the
Chairman holds meetings with the
non-executive directors without
the executives present. In each of
these settings, there is a collegiate
atmosphere that also lends itself
to a level of scrutiny, discussion
and challenge.
All directors have access to the
advice and services of the Company
Secretary. Where necessary or
requested, directors can also avail
of independent third-party advice
on Company issues or relevant
Board matters – including, but
not limited to matters such as
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remuneration, succession etc. The
Company has procedures whereby
directors (including non-executive
directors) receive formal induction
and familiarisation with Kingspan’s
business operations and systems
on appointment, including trips to
manufacturing sites with in-depth
explanations of the processes involved
at the site.
Board changes
During the past year, we continued
to deliver on the objective of
continuous refreshment and renewal
at Board level, which we believe
brings fresh thinking and constructive
challenge to the Board.
In 2021, the Company was pleased
to announce two new appointments
to the Board: Éimear Moloney
joined as an independent nonexecutive director and Paul Murtagh
as a non-executive director. These
appointments broaden the skillset
and diversity of the Board while
reflecting our increasingly global
footprint as a business. A breakdown
of the background and skillset of
all of the non-executive directors,
a central tenet of promoting Board
effectiveness, is provided in the table
later in the report.
Following the conclusion of last year’s
Annual General Meeting, Eugene
Murtagh, Kingspan’s founder and
Chairman, retired after leading
the Group for more than 55 years.
The Board as a whole expressed
its deep gratitude to Mr Murtagh
for his vision and leadership over
those years, and awarded him the
honorary title of President Emeritus.
Following a comprehensive and
considered process, the Nominations
& Governance Committee
recommended the Board appoint Jost
Massenberg as independent nonexecutive Chairman, to succeed Mr
Murtagh. Mr Massenberg has more
than 30 years’ industry experience
in European steel and international
manufacturing businesses, and
since his appointment to the Board
in 2018, he has gained a valuable
understanding of the Board and the
Kingspan Group, providing continuity
and stability of Board leadership for
the period ahead.
Also, at the conclusion of last year’s
Annual General Meeting, Bruce
McLennan retired as a non-executive
director of the Board and the Board
thanked him for his contribution to
the Group over the previous six years.
Shareholders’ meetings and rights
The Company operates under the
Irish Companies Act 2014 (the
‘Act’). This Act provides for two
types of shareholder meetings:
the Annual General Meeting
(‘AGM’) with all other meetings
being called Extraordinary General
Meetings (‘EGM’).
The Company must hold an AGM
each year in addition to any other
shareholder meeting in that year.
The AGM is an important forum
for shareholders to meet with and
hear from Company directors. The
ordinary business of an AGM is to
receive and consider the Company’s
Annual Report and statutory
financial statements, to review
the affairs of the Group, to elect
directors, to declare dividends, to
appoint or reappoint auditors and
to fix the remuneration of auditors
and directors. At the 2021 AGM,
shareholders were provided with the
facility to fully participate on-line
using the latest technology platforms.
The Board is committed to using
technology solutions which offer
shareholders the opportunity to
attend and vote on-line, as well as in
person, which in line with developing
trends elsewhere, would facilitate
a wider global participation by our
shareholders at our AGM, whilst still
providing them with equivalent rights
to vote and ask questions.
The Chairman of the Board of
Directors shall preside as chairman
of every general meeting and in his
absence, one of the directors present
will act in the capacity of chairman.
The quorum for a general meeting
