The Shannon Airport Group Annual Report and Accounts 2024

Annual Report and Accounts | 2024

RISK AND GOVERNANCE REPORT (CONTINUED)

ͳ The directors of the Company (other than the Chief Executive Officer) shall be appointed by the Minister, with the consent of the Minister for Public Expenditure, National Development Plan Delivery and Reform. ͳ The Chief Executive Officer shall, for the duration of their appointment, be ex officio a director of the Company. ͳ Each director of the Company shall hold office on such terms (other than the payment of remuneration and allowances for expenses) as the Minister determines at the time of their appointment. The Minister, when appointing a director of the Company, shall fix such director’s period of office, which shall not exceed 5 years. ͳ A director of the Company (other than the Chief Executive Officer) shall not serve for more than a period of 10 years in total. The Board is satisfied that its size and structure, as prescribed in legislation, is appropriate for the needs of the Company and achieves a balance of representation on the Board. Directors have undergone a formal induction process and are provided with detailed briefing documents, governance, financial and operational information and have had an opportunity to be briefed by executives on the different aspects of the Group’s business. Organised familiarisation tours of the Group’s facilities including the Airport campus and the Group’s commercial properties are provided. The ongoing development needs of directors are kept under review. The Board recognises the need to ensure that Board members are aware of their statutory and fiduciary responsibilities and that they are kept up to date and informed of industry, economic and Corporate Governance developments and changes in best practice. Training and development requirements are reviewed and agreed with the Chairperson. Board members have access to the Company Secretary who is responsible for ensuring the Board procedures are followed and that applicable rules and regulations are adhered to. The Board seeks to continually improve its performance and effectiveness and conducts an evaluation of its performance annually. The evaluation provides assurance that the Board is committed to the highest standards of governance. The evaluation is led by the Chairperson and supported by the Company Secretary. In addition,

The Board has reserved a formal schedule of matters for its decision and approval. These include amongst other matters the adoption of strategic and business plans, the approval of the annual financial statements and annual budget, safety, borrowings, acquisitions, disposals, capital expenditure and property transactions (above certain thresholds) and material contracts. Other matters reserved for the Board include oversight of the system of risk management and internal control, the delegation of authority and the appointment of the Chief Executive Officer. The Chairperson leads the Board in the determination of its strategy and in the achievement of its objectives and is responsible for organising the business of the Board, ensuring its effectiveness and setting its agenda. The Chairperson is responsible for displaying high standards of integrity and probity and is responsible for setting expectations regarding culture, values and behaviours and the tone of discussions at Board level. The Chairperson facilitates the effective contribution of directors, ensures that directors receive accurate, timely and clear information and manages the effective communication with the Minister for Transport (the “Minister”). The Board is provided with regular information, which includes key performance indicators for all aspects of the Group’s businesses. Regular reports and papers are circulated to the directors in a timely manner, in preparation for Board and Board committee meetings. These papers are supplemented by information specifically requested by the directors from time to time. Regular management financial reports and information are provided to all directors, which enable them to scrutinise the Group and management’s performance against agreed objectives. The Board structure is prescribed by statute whereby the number of directors on the Board, and the manner in which such directors, including the Chairperson, are appointed (and removed) is set out in the Shannon Group Act. This legislation provides that: ͳ The Board of the Company shall consist of not more than ten directors. ͳ The Minister, may, with the consent of the Minister for Public Expenditure, National Development Plan Delivery and Reform following consultation with such trade union representatives as they believe appropriate, appoint two persons representing the employees of the Group, as directors of the Company.

PRINCIPAL RISKS AND UNCERTAINTIES (Continued) Information technology systems (Continued) Mitigation ͳ The Group operates a centralised information technology systems function with a group wide remit. The information technology function operates with a high level of resilience in systems and processes. ͳ Business continuity plans exist to manage the risk of any significant disruption from a failure of information technology systems. ͳ Appropriately qualified and trained professionals are employed by the Group to manage this function. ͳ A programme of continuous improvement and re-investment in information technology systems is in place. Governance and compliance The Group is subject to a wide range of legislative and governance requirements, including, but not limited to, those set out in Irish company and European law. Strategic Priority Excelling in Operations Impact Any breach of these requirements could result in serious financial loss or reputational damage to the Group. Mitigation ͳ The Group has structures and processes in place to monitor compliance with regulatory, legislative and governance requirements. ͳ The Group has a proactive, forward-looking approach to monitoring changes in regulation and legislation and is actively involved with its shareholder, the Department of Transport on this matter. ͳ The Group also engages with other external organisations that provide advice and training on these matters to management. CORPORATE GOVERNANCE REPORT The Board is committed to maintaining high standards of Corporate Governance. The Group has put in place appropriate processes and procedures to ensure

compliance with the Code of Practice for the Governance of State Bodies, the Annex to the Code of Practice on Gender Balance, Diversity and Inclusion and Amendments to the Annex on Remuneration and Superannuation issued in 2016, 2020 and 2021 (together the “Code”) which sets out the principles of corporate governance which the boards of state bodies are required to observe. The Group complies with the Code of Practice in all material respects. The Group has established Codes of Business Conduct for directors, senior management and employees which outlines the principles of ethical and responsible behaviour expected of them. The Group continuously reviews and updates its policies and procedures to ensure compliance with the Code and best practice in Corporate Governance. THE BOARD OF DIRECTORS The eight directors serving on the Board as of the date of approval of the financial statements are listed in the table below. Unless otherwise indicated below they served as directors for the entire year ended 31 December 2024. Director Conal Henry (Chairperson) Mary Considine (Chief Executive Officer) Audrey Costelloe Aisling Curtis Alan Donohue Tom Kelly Ambrose Loughlin Stephen Rae Company Secretary Rachael Leahy John Moran resigned from the Board with effect from 21 March 2024. The Board is responsible for the proper management and long-term success of the Group. The Board is also responsible for establishing the Group’s culture, values and ethics. It takes all significant strategic decisions and retains full and effective control while allowing management sufficient flexibility to run the business efficiently and effectively within appropriate Board approved delegated authority. The Board has put in place a corporate governance structure which provides for appropriate oversight at Board level and delegation to management.