The Board has established four Committees to assist in the execution of its responsibilities. These Committees are the Audit Committee (chaired by Myles Lee), the Remuneration Committee (chaired by Linda Wilding), the Nominations & Governance Committee (chaired by Peter Gray) and the Risk, Investment & Financing Committee (chaired by Chris Brinsmead). In addition, a Quality Compliance sub-Committee has been established, comprising mainly of executive directors, the Chairman and members of the Senior Executive Team, reflecting the importance placed on quality and compliance by the Group.

Each Board Committee has specific terms of reference under which authority is delegated to it by the Board. These terms of reference are reviewed annually and are available on the Group’s website. The Chair of each
Committee reports to the Board regularly on its activities, attends the AGM and is available to answer questions from shareholders.

The current membership of each Committee, details of attendance and each member’s tenure are set out in each individual Committee report.

Audit Committee

With a change of Chair and the appointment of new external auditors, 2017 was a year of successful transition for the Audit Committee.

Myles Lee

Chair of the Audit Committee

Attendance record and tenure

Member Number of meetings
held when director
was a member
Number of
meetings
attended
Committee tenure 
Myles Lee (Chair) 3 6 months 
Philip Toomey  4 4 9 years 
Gerard van Odijk  6 6 3 year 
Linda Wilding  6 6 4 years 

 

Role and responsibilities 

The Committee supports the Board in fulfilling its responsibilities in relation to financial reporting and reviews the effectiveness of the Group’s internal financial control and financial risk management systems, pursuant to the Committee’s terms of reference which are reviewed annually and are available on the Group’s website. The Committee also monitors and reviews the effectiveness of the Group’s internal audit function and, on behalf of the Board, manages the appointment and remuneration of the external auditor and in addition monitors their performance and independence. The Group has an independent and confidential reporting procedure and the Committee monitors the operation of this facility.

Once again, the Board requested that the Committee advise it on both the long-term viability of the Group and also its compliance with certain laws and the associated adoption of a compliance policy and statement by the directors pursuant to section 225 of the Companies Act, 2014. Details of this review of long-term viability and the Group’s Viability Statement are contained in the Risk Report on pages 19 and 20, and details of the Directors’ Compliance Policy and Directors’ Compliance Statement are set out on page 94.

For more information, please read Terms of Reference

Remuneration Committee

Following approval of the Remuneration Policy at the 2017 AGM, the Committee has focused on talent and succession and has recently completed its first external independent Committee evaluation.

Linda Wilding

Chair of the Remuneration Committee

Remuneration committee

The following table details the members of the Committee, their attendance at meetings held during the year to 30 September 2017 and their tenure.

  A B

Committee tenure

Linda Wilding (Chair) 4 4 3 year
Chris Brinsmead 4 4 6 years
Peter Gray 4 4 4 years
Lisa Ricciardi 4 2 3 years
Philip Toomey 4 4 8 years

Column A - Number of meetings held when director was a member
Column B - Number of meetings attended when director was a member

Responsibilities

The Committee’s responsibilities include:

  • setting, reviewing and recommending to the Board the remuneration policy for executive directors and certain other senior executives;
  • setting, reviewing and approving the remuneration arrangements of executive directors and senior executives; and
  • reviewing and approving the rules of any incentive plans subject to final approval by the Board and shareholders.

For more information, please read Terms of Reference

Nominations & Governance Committee

Succession planning has been at the forefront of the Nominations & Governance Committee’s agenda in 2017, reflecting its desire to ensure the right blend of skills, experience, diversity and stability for the Board and its Committees.

Peter Gray

Chair of the Nominations & Governance Committee

 Attendance record and tenure 

Member A B Committee tenure
Peter Gray (Chair) 2 2 11 years
Chris Brinsmead 2 2 5 years
Philip Toomey 2 2 5 years

Column A - Number of meetings held when director was a member.
Column B - Number of meetings attended when director was a member. 

Key responsibilities 

  • to evaluate the balance of skills, knowledge, experience and diversity of the Board and Committees and make recommendations to the Board with regard to any changes;
  • to consider succession planning for directors and other senior executives taking into account what skills and expertise are needed for the future;
  • to identify, and nominate for the approval of the Board, candidates for appointment as directors;
  • to consider the re-appointment of any non-executive director at the conclusion of their specified term of office and recommend their re-appointment to the Board; and
  • to review Corporate Governance developments and ensure the Group remains compliant with all aspects of governance applicable to it.

For more information, please read Terms of Reference

Risk, Investment & Financing Committee

Following implementation of enhancements to UDG Healthcare’s Risk Management Process in 2016, it was another busy year for the Committee, with international M&A and investment in facilities at the forefront of its activities.

Chris Brinsmead

Chair of the Risk, Investment & Financing Committee

Attendance record and tenure 

The Committee met four times during the year ended 30 September 2017. Individual attendance at these meetings along with the tenure of each member is set out below.

Member A B Committee tenure
Chris Brinsmead (Chair) 4 4 6 years
Gerard van Odijk 4 4 4 years
Lisa Ricciardi 4 4 4 years
Nancy Miller-Rich 0 0 3 months

Column A - Number of meetings held when director was a member.
Column B - Number of meetings attended when the director was a member.

Key responsibilities 

  • to oversee the Group’s risk management systems, including its risk register and internal controls;
  • to oversee the identification and assessment of the Group’s Principal Risks and Uncertainties as well as their associated mitigation strategies, and recommend them to the Board for approval;
  • to oversee the review of the long-term viability of the Group and the development of the Viability Statement for recommendation to the Audit Committee;
  • to consider, review and authorise the commencement of due diligence on potential transactions;
  • to consider, review and approve potential transactions to be made by the Group which have a consideration value of up to €50 million;
  • to evaluate, and recommend to the Board for approval, any proposed capital expenditure requests exceeding €3 million and any debt and equity financing proposals; and
  • conduct one-year and three-year post-acquisition reviews.

For more information, please read Terms of Reference