The Shannon Airport Group Annual Report and Accounts 2024

Annual Report and Accounts | 2024

RISK AND GOVERNANCE REPORT (CONTINUED)

MEETINGS Regular meetings of the Board are held throughout the year. The Board met formally eight times during the year. In addition, scheduled committee meetings were held. Attendance at scheduled Board meetings is set out below:

Chief Operations Officer, the Chief Financial Officer, the outsourced Internal Auditor - Deloitte, senior management from the Group’s finance department and Ernst & Young, the independent statutory auditor (“EY”). The main areas of responsibility of the Committee are as follows: ͳ reviewing the annual financial statements and submitting a recommendation to the Board, focusing particularly on changes in accounting policies and practices, major judgemental areas, significant adjusted or unadjusted audit differences, the going concern assumption, compliance with accounting standards, ensuring compliance with legal requirements and consistency of other information presented alongside the financial statements; ͳ considering and recommending the appointment, re-appointment and removal of the statutory auditor and the audit fee; ͳ developing and implementing a policy on the engagement or the award of contracts to the statutory auditor or affiliate for non-audit work, taking into account relevant best practice and ethical guidelines; ͳ monitoring and reviewing at least annually the performance, qualifications, expertise, resources and independence of the statutory auditor and assessing the effectiveness of the external audit process; ͳ reviewing the effectiveness of the Group’s internal financial controls, internal controls and risk management systems; ͳ assisting the Board in fulfilling its responsibilities in ensuring the appropriateness and completeness of the system of internal control, reviewing the manner and framework in which management ensures and monitors the adequacy of the nature, extent and effectiveness of internal control systems, including accounting control systems and thereby maintaining an effective system of internal control; ͳ reviewing and making a recommendation on the Group’s Statement on internal control and risk management systems prior to endorsement by the Board; ͳ overseeing and advising the Board on the current risk exposures of the Group and future risk strategy; ͳ reviewing the effectiveness of the Internal Audit function on an annual basis;

BOARD OF DIRECTORS (Continued) an independent evaluation of Board effectiveness is conducted every three years, with the last such exercise completed in 2023. The purpose of the independent evaluation was to review the Board’s performance as a whole and identify any potential areas for improvement. The independent evaluation confirmed that the Board is operating effectively. As Board appointments are a matter for the Minister, with the consent of the Minister for Public Expenditure, National Development Plan Delivery and Reform (including the appointment of employee representative directors), an evaluation of individual directors is not undertaken. The Board has the following committees: ͳ Audit and Risk Committee ͳ Remuneration Committee ͳ Safety, Security and Sustainability Committee INDEPENDENCE OF DIRECTORS The directors and secretary who held office at 31 December 2024 had no interest in the shares of the Company or its subsidiary companies either at the start of the year or their date of appointment, if later, nor at the end of the year. Certain members of the Board, as outlined further below, hold directorships or executive positions in organisations which are under the control of the Irish Government. Mary Considine is a member of the Governing Authority of Mary Immaculate College. Audrey Costelloe and Alan Donohue are employees of Shannon Airport. Ambrose Loughlin is a member of the Board of the National Museum of Ireland. The Board is satisfied that its non-executive directors are independent of management, independent of character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, the Board member’s judgement. Each Board member brings independent judgement. Non-executive Board members are required to declare any interests or relationships which could interfere with the exercise of their independent judgement. Board members make annual disclosures of any potential or actual conflicts of interest under the Ethics in Public Office Act 1995 (as amended). In addition, Board members are responsible for notifying the Company

Secretary on an ongoing basis should he/she become aware of any change in their circumstances regarding conflicts of interest, as detailed in the Code of Business Conduct for Directors and Senior Management. The Board has put procedures in place to deal with potential conflicts of interest. In accordance with the provisions of the Code and the Shannon Group Act, all directors must disclose any interests and absent themselves from Board discussions where they have a direct or indirect interest. In such circumstances the Company and each of the directors at all times adheres to the highest standards of corporate governance and business conduct. Related party transactions requiring disclosure are included in Note 27 to the financial statements. The Annex on Gender Balance, Diversity, and Inclusion which supplements the Code sets out measures designed to enhance diversity on the Board, the requirement to provide an account of the approach being adopted in relation to the promotion of diversity and inclusion, including with regard to gender balance, in the specific context of the organisation, and on the progress and achievements in this regard. GENDER BALANCE IN THE BOARD MEMBERSHIP As at 31 December 2024, the Board had three female (37.5%) and five male members (62.5%). The Board therefore does not meet the Government target of a minimum of 40% representation of each gender in the membership of State Boards. The Board strives to maintain a balance of gender and diversity. The Board has requested that the Minister, in drawing up the specification for Board appointments, should have due regard to diversity on the Board including gender to ensure an inclusive and diverse membership. COMPANY SECRETARY AND ACCESS TO PROFESSIONAL ADVICE The Company Secretary is appointed by the Board. Directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are complied with. The Group’s professional advisors are available for consultation by the Board as required. Individual directors may take independent professional advice, in line with Group procedures, at the Group’s expense.

Director

Board meetings attended

Maximum number of meetings

Conal Henry

Mary Considine (Chief Executive Officer)

Tom Kelly

Ambrose Loughlin

Stephen Rae

Audrey Costelloe

Alan Donohoe

Aisling Curtis

John Moran

BOARD COMMITTEES The Board has an effective committee structure to assist in the discharge of its responsibilities. Details of the work of the Audit and Risk Committee, the Remuneration Committee, and the Safety, Security and Sustainability Committee, including their current membership, are set out below. AUDIT AND RISK COMMITTEE The Company is required under Section 167 of the Companies Act, 2014, to establish an audit committee. The Audit and Risk Committee has defined terms of reference under which authority is delegated to it by the Board. Tom Kelly serves as the Chairperson of the Audit and Risk Committee. The Committee met four times during the year and attendance at the Committee meetings is set out in the table below:

Member

Committee meetings attended

Maximum number of meetings

Tom Kelly

Conal Henry

Ambrose Loughlin

The regular attendees at the Audit and Risk Committee meetings included the Chief Executive Officer, the