Directors' Report: GovernanceGlanbia plc Annual Report 2011Statement of Directors Responsibilitieswww.glanbia.com77The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Irish company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial statements are required by law to give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group. In preparing these financial statements the Directors are required to: > Select suitable accounting policies and then apply them consistently; > Make judgements and estimates that are reasonable and prudent; > State that the financial statements comply with IFRSs as adopted by the European Union; and> Prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Group will continue in business, in which case there should be supporting assumptions or qualifications as necessary. The Directors are also required by applicable law and the Listing Rules issued by the Irish Stock Exchange to prepare a Directors' Report and reports relating to Directors' Remuneration and Corporate Governance and the Directors are required to include a management report containing a fair review of the business and a description of the principal risks and uncertainties facing the Group.The Directors are responsible for keeping proper books of account that disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Acts 1963 to 2009 and, as regards the Group financial statements, article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in Ireland concerning the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.Directors' statement pursuant to the Transparency (Directive 2004/109/EC) Regulations 2007Each of the Directors, whose names and functions are listed on pages 44 to 47 confirms that to the best of each person's knowledge and belief:> the financial statements prepared in accordance with IFRS as adopted by the EU give a true and fair view of the assets, liabilities and financial position of the Company and the Group and of the profit of the Group; and > the Directors' Report contained in the Annual Report includes a fair review of the development and performance of the business and the position of the Company and Group, together with a description of the principal risks and uncertainties that they face.Directors ReportOn behalf of the BoardL Herlihy J Moloney S TalbotDirectorsStatement of Directors' responsibilities

78Glanbia plc Annual Report 2011Financial statementswww.glanbia.com