.IE Annual Report 2022

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 period between AGMs (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 2022 under delegated authority from the Board. ▶ Considered the performance of the external auditors and provided feedback to them. ▶ 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 four times during the reporting period and on these occasions: ▶ Issued a series of quarterly reports to the Board, following the earlier appointment of an Investment Portfolio discretionary manager and the appointment of an Investment Adviser. ▶ Monitored the investment returns and portfolio performance, using reports provided by the discretionary investment managers to assess the performance of the various asset classes held within the .IE investment portfolio. ▶ Monitored the implementation of the updated investment strategy in the context of the new corporate Strategy 2024. ▶ Reviewed compliance with the corporate Investment Risk Profile and the desired real rates of long-term returns required on the enlarged portfolio. ▶ 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 twice 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 is the trading name of IE Domain Registry CLG / Annual Report & Review 2022 10