Cairn Homes Board and Committees | Cairn Homes Corporate Governance

Corporate Governance

Cairn Homes plc (‘Cairn’) is committed to maintaining the highest standards of corporate governance and is compliant with the Financial Reporting Councils 2018 UK Corporate Governance Code and the Irish Corporate Governance Annex published by Euronext Dublin.

The Company has a strong Board comprising eight Board members, two Executive and seven Non-Executive Directors, who have held senior positions in a number of public and private companies and who bring a wealth of property and public company experience. The Board is responsible for providing governance and stewardship to the Company as well as providing leadership, oversight, development and driving the long-term success of the Company. It is also committed to ensuring that the appropriate culture, values and behaviours exhibited throughout the organisation are fully aligned to the Company’s purpose. There is a formal schedule of matters reserved to the Board for consideration including:

Board composition
Strategic planning
Structure and capital considerations, including approval of major capital projects
Approval of the annual budget
Approval of Trading Statements, Interim Results, Preliminary Results and Annual Reports
Approval of the Group’s risk management frameworks
Setting the Remuneration Policy
Approval of core policies applicable to the Group

The Board has delegated some of its responsibilities to Committees of the Board, namely the Audit & Risk Committee, Remuneration Committee and Nomination Committee.

The Board has established an Audit & Risk Committee with formally delegated duties and responsibilities. The Audit & Risk Committee is chaired by Gary Britton and its membership includes Linda Hickey, Julie Sinnamon and Orla O’Gorman.

The Audit & Risk Committee will meet at least four times each year and will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company’s risk management framework and internal control processes. Full details of the responsibilities of the Audit & Risk Committee are available in its Terms of Reference, available to download below.

Audit & Risk Committee Terms of Reference

The Remuneration Committee is chaired by Linda Hickey and its membership includes Gary Britton and Giles Davies. It is expected to meet at least two times per year. The Remuneration Committee has responsibility for determining, within its agreed terms of reference, the Group’s policy on the remuneration of senior executives and specific remuneration packages for Executive Directors and the Chairman. It is also responsible for making recommendations for grants of awards under share-based schemes for Group employees. The remuneration of Non-Executive Directors is a matter for the Board.

No Director may be involved in any discussions as to their own remuneration. Full details of the responsibilities of the Remuneration Committee are available in its Terms of Reference, available to download below.

Remuneration Committee Terms Of Reference

The Nomination Committee is chaired by Julie Sinnamon and its membership includes Giles Davies and Orla O’Gorman. The Nomination Committee is expected to meet at least once per year.

The Nomination Committee is responsible for reviewing, within the agreed terms of reference, the structure, size and composition of the Board, undertaking succession planning, leading the process for new Board appointments and making recommendations to the Board on all new appointments and re-appointments of existing Directors. Orla O’Gorman is currently fulfilling the role of Workforce Engagement Director and reports on his activities through this Committee. Full details of the responsibilities of the Nomination Committee are available in its Terms of Reference, available to download below.

Nomination Committee Terms Of Reference

Board of Directors

John Reynolds

Chairman

John Reynolds was previously Chief Executive Officer of KBC Bank Ireland plc (2009 to 2013) and President of the Irish Banking Federation (2012 to 2013), during which time he was also a board member of the European Banking Federation. John is a Chartered Director, an Economics graduate of Trinity College Dublin, and holds a Master’s degree in Banking and Finance from UCD.

President of the Institute of Directors Ireland, Non-Executive Director of Computershare Investor Services (Ireland) Limited and the National Concert Hall and Senior Advisor in Alantra Credit Portfolio Advisors. John is also a Patron of Chapter Zero Ireland, an entity promoting Board engagement with climate change risk. John was also formerly a Non-Executive Director of Business in the Community Ireland.

Michael Stanley

Chief Executive Officer

Michael Stanley co-founded Cairn Homes plc and was appointed CEO prior to the IPO in June 2015. Michael has a strong pedigree in residential development and the broader property industry. He was previously CEO of Stanley Holdings, a large Irish homebuilder and real estate investment company. Michael also has extensive experience in the packaging, energy, agritech and healthcare sectors.

None.

Shane Doherty

Chief Financial Officer

Shane Doherty was previously Group CFO at Morgan McKinley Ltd, an international professional staffing and resourcing solutions business, since March 2018. Prior to that, he was Group CFO at green energy developer, Gaelectric Holdings Ltd, European Finance Director at Paddy Power Group plc and Head of PaddyPower. com. Prior to his time at Paddy Power, he worked in various senior finance leadership roles in Eircom Group plc.

None.

Gary Britton

Non-Executive Director

Gary Britton was previously a partner in KPMG where he served in a number of senior positions, including the firm’s Board, the Remuneration and Risk Committees and as head of its Audit Practice. Gary was formerly a non-executive director of the Irish Stock Exchange plc and KBC Bank Ireland plc. Gary is a fellow of Chartered Accountants Ireland and a member of the Institute of Directors in Ireland.

Chairman of Origin Enterprises plc.

Linda Hickey

Non-Executive Director

Linda Hickey was previously Head of Corporate Broking at Goodbody Stockbrokers, where she worked for fifteen years, and where she advised clients on a range of capital markets and corporate governance matters. Prior to this, Linda worked at both NCB Stockbrokers in Dublin and Merrill Lynch in New York. Linda also has a degree in Business Studies from Trinity College Dublin. Linda was also formerly Chair of the Irish Blood Transfusion Service.

Non-Executive Director at Kingspan Group plc and Greencore Group plc; Member of Quanta Capital Advisory Board.

Giles Davies

Non-Executive Director

Giles Davies qualified as a chartered accountant with PwC in London and spent five years in management consultancy in London and New York. He went on to found Conservation Capital, a leading international practice in the emerging field of conservation enterprise, ESG and related investment financing. He previously served as Non-Executive Chairman of Wilderness Scotland, Non-Executive Chairman of Capital Management & Investment plc, and as a Non-Executive Director of Algeco Scotsman Group.

None.

Orla O’Gorman

Non-Executive Director

Orla O’Gorman spent seven years at the Irish Stock Exchange (“ISE”), where she was Head of Equity. She was centrally involved in the sale of the ISE to Euronext in 2018 and, following that transaction, was appointed as Head of Listing for UK and Ireland. Prior to joining the ISE, Orla founded OR Associates, and previously held senior management positions at Eurologic Systems, ABN AMRO and PwC. Orla is a qualified accountant, holds a Bachelor of Commerce from University College Dublin and a Master of Accounting from UCD Smurfit School.

Non-Executive Director of Elite SpA and Cubic Telecom. Member of Elkstone Ventures Advisory Board, Scale Ireland Steering Group, Chartered Accountants Ireland Ethics and Governance Committee and Sustainability Expert Working Group and Chapter Zero Ireland.

Julie Sinnamon

Non-Executive Director

Julie Sinnamon brings deep experience in assisting Irish businesses to grow and scale having had a highly successful career at Enterprise Ireland where she held a number of senior roles including the position of CEO from 2013 until her retirement in 2021. Julie is a business graduate of the University of Ulster, holds a Master’s in International Business from Fordham University, USA and is a graduate of the Stanford Executive Programme, USA.

Chair of European Movement Ireland, Co-Chair of Balance for Better Business, Director of PwC Ireland Public Interest Body, The Agricultural Trust, Social Entrepreneurs Ireland and The Young Scientist & Technology Exhibition. Member of the Investment Committee of the Irish Strategic Investment Fund and a member of the Irish Government’s Climate Change Advisory Council.