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 ten Board members, two Executive and eight 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 Andrew Bernhardt, Giles Davies, Linda Hickey and Jayne McGivern.
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.
The Remuneration Committee is chaired by Linda Hickey and its membership includes Andrew Bernhardt, Gary Britton, Giles Davies and David O’Beirne. 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.
The Nomination Committee is chaired by Giles Davies and its membership includes Gary Britton, David O’Beirne and Alan McIntosh. 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. David O’Beirne 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.