IE Domain Registry t/a .IE Annual Report 2021

The terms of reference have been formalised for each Board committee and these are regularly reviewed and updated. The last formal review was completed in July 2020. Updates on the activities of committees during the reporting period are provided below. The Audit Committee met twice during the reporting period and on these occasions: ▶ Met with the external auditors in the absence of the Executive, in accordance with governance best practice. ▶ Confirmed that the financial reporting framework that has been applied in the preparation of the financial statements is the Companies Act 2014 and FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, issued by the Financial Reporting Council and promulgated by the Institute of Chartered Accountants in Ireland. ▶ Approved the annual report and accounts for the year to 31 December 2021 under delegated authority from the Board. ▶ Considered the performance of the external auditors and provided feedback to them. ▶ Engaged an independent third party to conduct a Risk and Internal Control Review, focusing on the financial and IT internal controls and systems in place to manage and mitigate risk. Reviewed the strategic risk register and reported to the Board on its findings and recommendations. ▶ Received updates on the delivery of corrective actions by the Executive. ▶ Assessed the effectiveness of the .IE control environment to ensure appropriate attention and resources are in place to achieve risk management objectives including considering the designation of the Company as an Operator of Essential Services. ▶ Reviewed whistleblower provisions. ▶ Reported to the Board on how it has discharged its duties and key responsibilities. Standing agenda items at each committee meeting advise of any whistleblowing concerns (none reported during the year). The Investment Committee met five times during the reporting period and on these occasions: ▶ Reviewed the investment strategy, returns and portfolio performance, using reports provided by the investment advisors to assess the performance of the various asset classes held within the .IE investment portfolio. ▶ Reviewed and updated the investment strategy in the context of the new corporate Strategy 2024. ▶ Reviewed and updated the corporate Investment Risk Profile and the desired real rates of long-term returns required on the enlarged portfolio. ▶ Provided oversight of the Tender Process to select an Investment Portfolio discretionary manager. ▶ Issued a series of recommendations to the Board, and received its approval to proceed with the appointment of an Investment Portfolio discretionary manager and the appointment of Investment Adviser. ▶ Reported to the Board on how it has discharged its duties and key responsibilities. The Governance, Nomination and Remuneration Committee was established pursuant to Articles 34 and 57 of the Company’s Constitution for the purpose of monitoring, considering and reporting on matters relating to the nomination and remuneration of Directors and officers, and the governance of the Company. The committee met three times during the reporting period to fulfil its responsibilities set out in its terms of reference and on these occasions: ▶ Advised the Board on the effective governance of the Company with the overriding objective of ensuring accountability, fairness, responsiveness and transparency in the conduct of the business of the Company. ▶ Issued recommendations in relation to the remuneration of the Directors for consideration by the board and recommendation to the members of the Company at the AGM, in accordance with Article 35 of the Constitution. ▶ Issued recommendations in relation to remuneration of the chief executive for consideration by the board pursuant to Article 33 of the Constitution, and monitored the remuneration policies and framework for the senior staff to ensure they support the strategic objectives, culture and values of the Company. ▶ Nomination - consideration of nominations for appointment to the Board did not arise during the reporting period, as there were no vacancies, other than the ongoing vacancy reserved for an official of the Department to be nominated by the Minister for Communications, in accordance with Article 4 of the Constitution. Corporate Governance IE Domain Registry CLG t/a .IE / Annual Report & Review 2021 12