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

William O’Dea (Aged 62) Chairman
William joined the Board on 30 of May, 2014 and was a director of Union Jack Oil plc until 30 July 2013. He is an Irish Fianna Fail politician and a Teachta Dala for the Limerick City constituency. He served as the Minister for Defence from September 2004 until 18 February 2010. William brings experience and proven leadership skills to the Company.
David Kennedy (Aged 38) Chief-Executive Officer
David has a background in property development and is qualified in Architecture and Town Planning which adds significant strength to the board in these areas. David also holds other directorships within property, ecommerce, education and service sectors.
Noel O’Carroll (Aged 55) Property Director
Noel O’Carroll is Managing Director of the group and he is a member of the Royal Institution of Chartered Surveyors. Noel has a professional practice and contracting background, both in the UK and overseas, in civil engineering and construction.
Michael Kennedy (Aged 72) Non-Executive Director
Michael Kennedy joined the Group in January 2005. He is a Senior Partner at the law firm Herbert Reeves & Co. and specialises in property law.
Desmond Khan (Aged 53) Finance Director
A Fellow of the Association of Certified Chartered Accountants with vast previous experience operating within various sectors of the construction industry. Desmond joined the Group as Financial Director in 2006 of Formation Design & Build Limited and Formation Architectural Design Limited. Desmond was appointed Group Finance Director on 25 January 2010.
Patrick Kennedy (Aged 35) Non-Executive Director
Patrick has a background in property development and adds significant strength to the board in this area, holding other directorships within the property sector.
David Walsh (Aged 64) Non-Executive Director
David has significant experience in the construction management sector, having built a property portfolio through the purchase, development and construction of property from 1976. He acts in a professional capacity as an Agricultural Consultant, being self-employed since 1988 and having worked for the Agricultural Training Council (‘ACOT’) previously.
Bartholomew O’Keeffe (Aged 70) Non-Executive Director
Bartholomew is a former politician having been a member of Irish parliament and Senate from 1992 to 2011, serving in various departments, including as Minister for Enterprise, Trade and Innovation (2010 - 2011), Minister for Education and Science (2008 - 2010) and Minister of State for Housing and Urban renewal (2007 - 2008).

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 Companyís 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 Groupís internal financial controls, accounting policies and financial reporting. It reviews the interim and full yearís 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 Groupís 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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