Directors' Report: GovernanceGlanbia plc Annual Report 2011Governance and Risk Frameworkwww.glanbia.com43Governance and Risk FrameworkAudit CommitteeKey activities include review of financial statements and Auditors' independence, internal control and risk management systems, and the effectiveness of the Internal Audit function.Nomination CommitteeKey activities include making recommendations on the appointment of the Group Chairman, Vice-Chairmen and Non-Executive Directors, planning for the orderly succession of Directors and review of the independence and time commitment of Non-Executive Directors.Remuneration CommitteeKey activities include review of Executive Directors and other senior executives' salaries and benefits, approval of annual incentive targets and long term incentive plan awards.Group Operating ExecutiveKey activities include monitoring performance and making strategic recommendations to the Board. This forum is also the Group Risk Committee.Group Management CommitteeThe Group Management Committee brings together business unit CEOs and the Group Operating Executive and has responsibility for delivery of Glanbia's annual business plans and strategy.Risk ManagementThe Board has ultimate responsibility for risk, which includes the Group's risk governance structure and maintaining appropriate internal controls. The Audit Committee has responsibility for reviewing the effectiveness of the Group's internal control and risk management systems. Group Senior Leadership TeamThis team brings together the Group Operating Executive, Group Management Committee members, senior business unit teams and Group functional heads. The focus is to drive shared understanding of Glanbia's goals and objectives and the role of each business unit in delivering the annual business plan and strategy and to build on Group wide capabilities, initiatives and collaboration opportunities.Three Executive Directors including the Group Managing DirectorBoard of DirectorsBoard CommitteesSenior ManagementNon-Executive ChairmanTwo Non-Executive Vice-ChairmenEleven Directors nominated by Glanbia Co-operative Society LimitedFour Non-Executive Directors including the Senior Independent DirectorFind out moreGroup Managing Director's reviewUnderstanding our businessGroup Finance Director's reviewRisk managementDivisional performanceGroup Board of Directors and senior managementAudit Committee reportNomination Committee reportRemuneration Committee reportGo online www.glanbia.com/corp-govP8P14P16P22P36P44P49P51P53

Directors' Report: Governance44Glanbia plc Annual Report 2011Board of Directors and Senior Managementwww.glanbia.comLiam Herlihy Group ChairmanLiam Herlihy (aged 60), Group Chairman was appointed to the Board on 11 September 1997 and has served 14 full years on the Board. He was nominated for appointment by Glanbia Co-operative Society Limited. Liam farms at Headborough, Knockanore, Tallow, Co. Waterford and has completed the Institute of Directors Development Programme (2006) and holds a certificate of merit in Corporate Governance from University College Dublin ('UCD'). He is a director of the Irish Dairy Board Co-operative Limited and is a former director of Irish Co-operative Organisation Society Limited.Chair: Nomination CommitteeMember: Audit Committee/Remuneration Committee.Henry Corbally Vice-ChairmanHenry Corbally (aged 57), Vice-Chairman was appointed to the Board on 9 June 1999 and has served 12 full years on the Board. He was nominated for appointment by Glanbia Co-operative Society Limited. Henry farms at Kilmainhamwood, Kells, Co. Meath and holds a certificate of Merit in Corporate Governance from University College Cork ('UCC'). He is a former vice-chairman of the National Dairy Council.Member: Audit Committee/Remuneration Committee.Martin Keane Vice-ChairmanMartin Keane (aged 56), Vice-Chairman was appointed to the Board on 24 May 2006 and has served five full years on the Board. He was nominated for appointment by Glanbia Co-operative Society Limited. Martin farms at Errill, Portlaoise, Co. Laois and has completed the ICOS Co-operative Leadership Programme. Martin is a director of Irish Co-operative Organisation Society Limited. He is a former director of Co-operative Animal Health Limited.Member: Audit Committee/Remuneration Committee.Group Board of Directors and Senior ManagementPictured left to right: Liam Herlihy, Henry Corbally and Martin KeaneGroup Chairman and Vice-ChairmenKey matters reserved to the Board>>Group strategy and business plans, including responsibility for the overall leadership of the Group.>>Approval of the Group's strategic plan, oversight of the Group's operations and review of performance in the light of our strategy, objectives, business plans and budgets, and ensuring that any necessary corrective action is taken.>>Acquisitions, disposals and other transactions outside delegated limits. >>Financial reporting and controls, including approval of the half-yearly report, interim management statements and preliminary announcement of the final results, approval of the annual report and financial statements, approval of any significant changes in accounting policies or practices, and ensuring maintenance of appropriate internal control and risk management systems.>>Capital expenditure, including the annual approval of the capital expenditure budgets and any material changes to them in line with the Group wide policy on capital expenditure.>>Dividend policy, including the annual review of our dividend policy and declaration of the interim dividend and recommendation of the final dividend.>>Shareholder documentation, including approval of resolutions and corresponding documentation to be put to shareholders and approval of all press releases concerning matters decided by the Board.>>Key business policies, including approval of the remuneration and treasury policies.