UNBOUNCE - EXAMPLE PAGE-REPORT-ENTERPRISE DOCUMENT-KINGSPAN - Flipbook - Page 81
g The on-going renewal and
refreshment of the Board, and
its potential reshaping over
future years;
g The role of the committees,
including in particular the
expanded role of the Audit
& Compliance Committee;
g The transition to the new
independent Chairman;
g Board culture.
Details of the outcome of the
evaluation will be provided in next
year’s Annual Report.
Conflicts of interests
Acknowledging the importance
of independent representation to
the effective functioning of the
Board, as well as the scrutiny and,
when necessary, the challenging of
management, as part of the evolution
of our governance framework, the
committee has previously adopted a
conflicts of interest policy which guides
all decisions of the Board when actual
or potential conflicts of interest arise.
The policy stipulates that directors
are required to avoid situations where
they have, or could have, a direct
or indirect interest that conflicts, or
may conflict, with the Company’s
interests. Directors are required to
give notice of any potential situational
and/or transactional conflicts, which
are considered at the following
Board meeting and, if appropriate,
situational conflicts are authorised.
Directors are not allowed to
participate in such considerations or
to vote regarding their own conflicts.
Effectiveness and independence
The committee has reviewed the
size and performance of the Board
during the year and this process
occurs annually. The Board continues
to ensure that each of the nonexecutive directors, remain impartial
and independent in order to meet the
challenges of the role. Throughout
the year, more than half of the Board
(55%), comprised independent non-
executive directors. Linda Hickey is
the senior independent director on
the Board. The senior independent
director provides a sounding board
for the Chairman and serves as an
intermediary for the other directors
and shareholders when necessary.
The directors consider that there is
strong independent representation
on the Board.
The Board has had due regard
to various matters which might
affect, or appear to affect, the
independence of certain of the
directors. The Board considers that
each of the non-executive directors
on the Board, (excluding Paul
Murtagh), are independent.
In determining the independence
of John Cronin, the committee
noted that he was previously a
partner of McCann FitzGerald, one
of the Company’s legal advisors,
and took into account the following
material factors:
g He had no role in the selection
or retention of legal advisors to
the Company;
g All work undertaken by McCann
FitzGerald for the Company was
managed by other employees
within the firm, and there were
formal arrangements in place,
both at McCann FitzGerald and
Kingspan, to ensure there were
no conflicts of interests;
g Since his appointment to the
Board, Mr. Cronin has not had
any involvement in advising the
Company on any legal matters;
g He is an experienced and
accomplished corporate lawyer
who adds important legal and
regulatory experience to the Board.
Mr. Cronin retired from McCann
FitzGerald on 1 March 2021. The total
fees paid to McCann FitzGerald
during the year were €160,373
(2020: €145,541) and account for
substantially less than 1% of McCann
FitzGerald’s annual revenues.
Kingspan Group plc Annual Report & Financial Statements 2021
In addition to these considerations,
at the time of Mr Cronin’s
appointment, we engaged with ISS
to discuss the steps we had taken to
avoid any potential for a conflict of
interests. Both parties were satisfied
at the time that the relationship
was not likely to impact Mr Cronin’s
independence as a director, and the
Company agreed to disclose annually
the fees paid to McCann FitzGerald
as a related party transaction.
In these circumstances the Board
continues to be satisfied that Mr
Cronin remains fully independent,
and that there was no material
relationship, financial or otherwise,
which might either directly or
indirectly influence his judgement.
In assessing the independence of
Linda Hickey, the Board had due
regard to her length of service on
the Board, and to her previous
position as a senior executive at
Goodbody Stockbrokers, (one of
the Company’s corporate brokers),
from which she retired in April 2019.
The Board noted that corporate
broking fees and expenses paid to
Goodbody Stockbrokers during her
tenure there were typically in the
region of €60,000 per annum. In
assessing Ms Hickey’s independence,
the committee formed the view that
she has always expressed a strongly
independent voice at the Board and
its committee meetings, including
the Remuneration Committee of
which she is chair, and that she has
always exercised her judgement
as a non-executive director,
and as the Senior Independent
Director, independent of any other
relationships within the Board. The
Board also took into account her
unrivalled experience in capital
markets and governance, which is
hugely valuable to the Company and
our shareholders, and concluded that
her independence was not affected.
External commitments
Directors may serve on other
boards provided they continue
Report of the Nominations & Governance Committee
