Corporate Governance


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 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 and Linda Hickey.

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 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.

Remuneration Committee Terms Of Reference

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.

Nomination Committee Terms Of Reference

John Reynolds

John Reynolds

Non-Executive 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 Masters degree in Banking and Finance from UCD. Other current appointments Non-Executive Director of Computershare Investor Services (Ireland) Limited, Business in the Community Limited, Institute of Directors Ireland and the National Concert Hall.

Michael Stanley

Michael Stanley

CEO & Co-Founder

Michael Stanley co-founded Cairn Homes plc and was appointed Chief Executive Officer prior to the IPO in June 2015. Michael has a strong pedigree in residential development and the broader property industry. He was previously Chief Executive Officer of Stanley Holdings following its demerger from Shannon Homes. The Stanley family founded Shannon Homes in 1970, and the company was one of Ireland’s largest homebuilders in the 1990s and 2000s. Michael restarted his homebuilding operation in 2014 following the economic downturn in Ireland, and with his business partner Alan McIntosh, this provided the operational platform for Cairn Homes plc. Michael also has extensive experience in the packaging, energy, agritech and healthcare sectors.

Shane Doherty

Shane Doherty

Chief Financial Officer

Shane had previously been 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 led PaddyPower.com. Prior to his time at Paddy Power, he worked in various senior finance leadership roles in Eircom Group plc.

Gary Britton

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, the Institute of Directors in Ireland and the Institute of Banking. He is also a Certified Bank Director as designated by the Institute of Banking. Other current appointments: Non-Executive Director of Origin Enterprises plc.

Giles Davies

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.

Andrew Bernhardt

Andrew Bernhardt

Non-Executive Director

Andrew Bernhardt had a 29-year career in commercial banking at Barclays Bank and GE Capital. He was heavily involved in supporting the growth of a number of well-known property companies (including Canary Wharf, Hammerson, Slough Estates and Howard de Walden Estates) during his time at Barclays. In 2007, he moved into investment banking with Straumur Investment Bank (now ALMC). On the successful restructuring in 2010, Andrew was appointed as CEO and remained in this role until 2013. He subsequently served as a Non-Executive Director of ALMC from 2013 to 2017. Other current appointments Non-Executive Director of AJ Walter Aviation Limited Chairman of Fairey Industrial Ceramics Ltd.

Alan McIntosh

Alan McIntosh

Co-Founder, Non-Executive Director

Alan McIntosh has been a principal investor and part of successful investor groups for over 18 years. During this time, he has had operational management roles and been part of management teams that have successfully grown a number of different businesses, including Topps Tiles plc, PizzaExpress and Centre Parcs. Alan was a co-founder of each of Pearl Group (now listed as Phoenix Group plc), Punch Taverns plc, Spirit Group plc and Wellington Pub Company Ltd. Alan’s private investment vehicle, Emerald Investment Partners, has interests in real estate, healthcare, biotech and technology in Europe and North America. He qualified as a chartered accountant with Deloitte & Touche in 1992.

Linda Hickey

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. Other current appointments: Non-Executive Director at Kingspan Group plc and Greencore Group plc; Chair of the Board of The Irish Blood Transfusion Service and member of Quanta Capital Advisory Board.

David O'Beirne

David O'Beirne

Non-Executive Director

David O’Beirne is a former Managing Partner of the international law firm Eversheds Sutherland, Dublin, is also a former Head of the firm’s Corporate and Commercial Department and is currently a Partner in its Corporate & Commercial Department. David’s primary practice areas are mergers, acquisitions, disposals, private equity investments, corporate restructurings and corporate reorganisations, and he has advised clients, both domestic and international, for almost 40 years.

Julie Sinnamon

Julie Sinnamon

Non-Executive Director

Julie Sinnamon  was formerly CEO of Enterprise Ireland, a government agency responsible for the growth of Irish-owned businesses in global markets.  Prior to her appointment to CEO in November 2013, Julie held a number of senior public sector positions, spanning a 30-year career in Enterprise Ireland and IDA Ireland. Julie is on the Investment Committee of the Irish Strategic Investment Fund and is a member of the Irish Government’s Climate Change Advisory Council. Julie is Chair of European Movement Ireland and holds a number of Directorships including Director of the PWC Ireland Public Interest Body, The Agricultural Trust, Social Entrepreneurs Ireland and The Young Scientist and Technology Exhibition. A strong proponent of initiatives that drive diversity and the building of balanced teams in the workplace, Julie is a champion for women engaging at all levels within both the public and private sectors. She has recently been appointed Co-Chair of Balance for Better Business, an independent group established by the Irish Government tasked with improving gender balance in senior leadership and Boards in Ireland.