IE-Annual-Report-2023

Governance Corporate Governance The Board of Directors fulfils its fiduciary responsibilities in accordance with best practice Corporate Governance Codes and principles with the objective of ensuring accountability, fairness, responsiveness and transparency in the conduct of the business of the Company. .IE is the trading name of IE Domain Registry CLG, which is an independent company limited by guarantee, defined as a small company, and is therefore not required to comply with the provisions of Corporate Governance Codes. However, the Board of Directors is committed to ensuring that best practice Corporate Governance operates throughout the Company. Accordingly, the Board has adopted and applied certain provisions of the codes beyond what would normally be regarded as practical, relevant and appropriate for a company of our size and nature. The Company’s unitary Board of Directors is comprised of eight independent Non-Executive Directors, supported by four subcommittees: the Audit Committee; the Governance, Nomination and Remuneration Committee; the Business Development Committee (from 9 May 2024) and the Investment Committee. Directors are appointed to the Board for an initial term of four years: thereafter directors can seek re-election for a subsequent term of three years. At the end of a continuous term of seven years, directors are required to retire and re-election can only be sought after a gap period of three years. The Board of Directors meets six times per annum to consider a range of Company matters, including reviewing the management accounts, monitoring domain registration and non-renewal rates, discussing strategy and agreeing on the future direction of the Company. The Board also receives regular updates, between meetings if necessary, on a range of business matters including .ie policy, financial, legal, risk, regulatory or corporate affairs. The Chair ensures that the Non-Executive Directors are appointed to the Board from a range of different professional backgrounds. This ensures diversity of the Board which in turn means that members can effectively reach out to a broad range of stakeholder groups. Diversity of the Board also ensures a better understanding of the different requirements of various stakeholders. The Chair is responsible for ensuring that all Non-Executive Directors have the necessary knowledge and experience required to discharge their responsibilities. Appraisal of the Board’s performance is an important control, aimed at improving effectiveness, maximising strengths and identifying any changes necessary. ComReg commissioned an independent third-party due diligence review of the Company’s Corporate Governance, as an input into the process of developing a potential Regulatory Framework for .ie (Consultation Paper 08/48). The conclusions, published in its formal Response to Consultation 09/01, were very complimentary of the high standards of Corporate Governance at the Company. Directors’ responsibilities The Board of Directors is the custodian of the Company’s values and of its long-term vision. The Board provides strategic direction and guidance for the Company. The directors of the Company carry out their fiduciary responsibilities in accordance with the best practice Corporate Governance Codes and principles. All of the directors are independent and Non-Executive. In accordance with the Company’s Constitution, the directors do not have a beneficial interest in the members’ funds, reserves or the annual profits of the Company. The directors are responsible for ensuring that the financial statements have been prepared in accordance with the Companies Act 2014 and Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, known as the “relevant financial reporting framework”. The directors are also responsible for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. Other material financial decisions reserved for Board approval include financial investments, capital projects, investments in new business activities and any bank borrowing facilities. The directors are also responsible for other tasks including monitoring the performance of the Chief Executive Officer, overseeing strategy, monitoring risks (including Cybersecurity risks and Covid- related risks), control systems and governance, monitoring the human capital aspect of the Company (specifically, succession planning, training and remuneration), managing potential conflicts of interest and ensuring that there is effective communication throughout the Company. IE Domain Registry CLG t/a .IE / Annual Report & Review 2023 9