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.
Directors' Report: GovernanceGlanbia plc Annual Report 2011Board of Directors and Senior Managementwww.glanbia.com45Paul HaranNon-Executive DirectorPaul Haran (aged 54), was appointed to the Board on 9 June 2005 and has served six full years on the Board. Paul is a director of a number of Irish companies including the Mater Private Hospital, the UCD Michael Smurfit Graduate School of Business, the Institute of Public Administration and the Irish Insurance Federation. He also chairs Edward Dillon & Co. and the Qualifications Authority of Ireland. Paul is a former director of Bank of Ireland and the Road Safety Authority. Paul retired at the end of 2004 as Secretary General of the Department of Enterprise, Trade and Employment after a public sector career of almost 30 years. He graduated from Trinity College Dublin with a B.Sc. in Computer Science and also has an M.Sc. in Public Sector Analysis and an Honorary Doctorate of Law, all from Trinity College Dublin.Member: Audit Committee / Nomination Committee/ Remuneration Committee.William MurphyNon-Executive DirectorWilliam Murphy (aged 66), was appointed to the Board on 1 June 1989 and has served 22 full years on the Board. He served as Deputy Managing Director from 2001 to 2005 having joined the Group in 1977 and held a number of senior management positions. Prior to joining the Group he worked with the Irish Forestry Department, Cargill International and the Irish Farming Association. He is a director of Aryzta plc and chairman of the National University of Ireland Maynooth Outreach Programme. He is also a director of a number of unlisted companies. He graduated from UCD with a B.Comm. in 1972. Jerry ListonNon-Executive DirectorJerry Liston (aged 71), was appointed to the Board on 10 June 2002 and has served nine full years on the Board. He is a former Chief Executive of United Drug plc (1974 to 2000). He commenced his career with PJ Carrolls where he was responsible for brand management, following which he joined Warner Lambert Pharmaceuticals and became General Manager Ireland until his appointment as Chief Executive of United Drug plc in 1974. He is also past executive chairman of the Michael Smurfit Graduate School of Business (2000 to 2005) and past chairman of the Irish Management Institute, Balcas Timber Limited, BWG Group Limited and the Irish Aviation Authority. He graduated from UCD with a B.A. (Economics) in 1961, studied Law at King's Inn in 1962 and was called to the Irish Bar. Following two years study at UCD, Jerry was awarded an MBA in 1968. Chair: Remuneration CommitteeMember: Audit Committee/ Nomination Committee. John CallaghanSenior Independent DirectorJohn Callaghan (aged 69), was appointed to the Board on 13 January 1998 and has served 14 full years on the Board. He is a director of a number of Irish companies including Rabobank Ireland plc, Topaz Energy Group and ACC Bank plc. Former positions he has held include Managing Partner of KPMG (Ireland) (1983 to 1991), Chief Executive and director of Fyffes plc (1991 to 1993), non-executive director Esat Telecommunications Limited (1994 to 2000) and non-executive director/chairman of First Active plc (1993 to 2004). He is a fellow of the Institute of Chartered Accountants, a fellow of the Institute of Bankers, an associate member of the Institute of Taxation and a former president of the Institute of Directors. Chair: Audit CommitteeMember: Nomination Committee/ Remuneration Committee.Pictured left to right: Paul Haran, William Murphy, Jerry Liston and John CallaghanNon-Executive Directors