Formation Group PLC
Corporate Governance

Introduction

The Company’s shares are listed on the Alternative Investment Market (AIM) and as such there is no requirement to publish a detailed Corporate Governance statement. However, we take our Corporate Governance responsibilities very seriously. The statement set out below details our approach.

Board of Directors

The board consists of the Non-Executive Chairman/Chief Executive Officer, Director of Property Management Services, two Non-Executive Directors and Finance Director

Willie O'Dea – Chairman
Willie O'Dea joined the Board in June 2014 as Chairman. He is a member of Parliament for the Limerick City Constituency in the Republic of Ireland and is a former Minister in several Irish Government Departments. Willie is a former Director of Union Jack Oil Ltd and a non-practising Barrister at Law .
David Kennedy – CEO
Graduate of UCL in BSc Town and Country Planning (Hons), progressed immediately to property investment with Columbia Group overseeing and developing its pan-Europe portfolio from its head-quarters in Jersey. David joined Formation Group PLC in February 2010 as CEO with the aim of refocusing the companies activities from media to construction .
Noel O'Carroll - Director of Property Management Services
Noel joined the board in June 2007 following the acquisition of
Columbia Design & Build (since renamed Formation Design & Build
Ltd - "FD&B"). Noel is managing Director of FD&B having joined the business in 1996 as chief surveyor. He is a member of the Royal Institution of Chartered Surveyors and has a professional practice
and contracting background, both in the UK and overseas, in civil engineering and general construction.
Michael Kennedy - Non-Executive Director
Michael Kennedy joined the board in January 2005. Michael is a senior partner at the law firm Herbert Reeves & Co and has represented football players for more than 20 years. As a solicitor, he also specialises in property law.
Desmond Khan – F.C.C.A. - Finance Director& Company Secretary
A Fellow of the Association of Certified Chartered Accountants with vast previous experience operating within various sectors of the construction Industry. Joined the business as Financial Controller in 1997, progressing to position of Finance Director of Formation Design & Build Limited in 2000 and Formation Architectural Design Limited in 2007. Responsible for the finance function of both companies prior to his apointment as Group Finance Director & Company Secretary In January 2010.
Patrick Kennedy - Non-Executive Director
Patrick represents the interests of the Group’s largest shareholder the David Kennedy Family Trust. Patrick has a background in property development and adds significant strength to the board in this area, holding other directorships within the property sector.

Directors' responsibilities

The Board meets monthly throughout the year and the Board members are in frequent contact between meetings. The Board is responsible for the overall Group strategy, reviewing trading performance, formulating policy on key areas of the business and major acquisition decisions.

In order to enable the Board to discharge its duties, all Directors have full and timely access to all relevant information. The Directors also have access to independent professional advice at the Company’s expense.

The Non-Executive Directors are appointed for specific terms. All Directors are subject to election by shareholders at the first Annual General Meeting after their appointment and thereafter are required to seek re-election at least every three years.

Nominations Committee

The Board operates a Nominations Committee for the appointment of Directors. The members of the Committee are D. Kennedy (Chairman), M. Kennedy and P. Kennedy. The Nominations Committee is responsible for regularly reviewing the structure, size and composition of the Board and identifying and recommending appropriate candidates for membership of the board when vacancies arise. In considering an appointment, the Nominations Committee evaluates the balance of skills, knowledge and experience of the Board and prepares a description of the role and capabilities of a particular appointment.

Audit Committee

The Audit Committee monitors the adequacy of the Group’s internal financial controls, accounting policies and financial reporting. It reviews the interim and full year’s financial statements prior to submission to the main Board. The Committee liaises with external auditors and reviews the scope of the audit and is also responsible for overseeing all matters associated with the appointment, terms, remuneration and performance of the auditors.

Non-audit work undertaken by the auditors is limited to work that requires detailed knowledge derived from the statutory audit (for example, taxation work) or to work where fees involved (either individually or annually in total) are not considered to be material. In other circumstances, proposed assignments are put out to competitive tender.

The Audit Committee has reviewed the remuneration received by Grunberg & Co for non-audit work. The fees for non-audit work are analysed in note 4 to the consolidated financial statements. The Audit Committee has concluded that no conflict of interest exists between the Grunberg & Co audit and non-audit work and that their involvement was based on the most effective way of conducting the Group’s business.

The Committee is composed of D. Kennedy (Chairman), M. Kennedy and P. Kennedy. The Board also attends Audit Committee meetings by invitation.

Remuneration Committee

The Committee consists of the three Non-Executive Directors: D. Kennedy, M. Kennedy and P. Kennedy. The Committee is chaired by D. Kennedy and its purpose is to determine the remuneration, benefits and the terms and conditions of employment of the Executive Directors. No Director plays a part in any discussion about his own remuneration.

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