IE-Annual-Report-2023

The terms of reference have been formalised for each Board subcommittee and these are regularly reviewed and updated. The next formal review is scheduled for mid-2024. Updates on the activities of committees during the period between AGMs (the reporting period), are provided below. The Audit Committee met twice during the reporting period and on these occasions: ▶ Met with the external auditors in the absence of the Executive, in accordance with governance best practice. ▶ Confirmed that the financial reporting framework that has been applied in the preparation of the financial statements is the Companies Act 2014 and FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, issued by the Financial Reporting Council and promulgated by the Institute of Chartered Accountants in Ireland. ▶ Approved the annual report and accounts for the year to 31 December 2023 under delegated authority from the Board. ▶ Considered the performance of the external auditors and provided feedback to them. ▶ Assessed the effectiveness of the .IE control environment to ensure appropriate attention and resources are in place to achieve risk management objectives, including considering the designation of the Company as an Operator of Essential Services. ▶ Reported to the Board on how it has discharged its duties and key responsibilities. Standing agenda items at each committee meeting advise of any whistleblowing concerns (none reported during the year). The Investment Committee met three times during the reporting period and on these occasions: ▶ Issued a series of quarterly reports to the Board. ▶ Monitored the investment returns and portfolio performance compared to pre-selected benchmarks, using reports provided by the Investment Portfolio discretionary manager and the Company’s Investment Adviser to assess the performance of the various asset classes held within the .IE investment portfolio. ▶ Monitored the implementation of the updated investment strategy in the context of the Corporate Strategy 2024. ▶ Reviewed compliance with the corporate Investment Risk Profile, the benchmark volatility level and the desired real rates of long-term returns required on the portfolio. ▶ Reported to the Board on how it has discharged its duties and key responsibilities. The Governance, Nomination and Remuneration Committee was established pursuant to Articles 34 and 57 of the Company’s Constitution for the purpose of monitoring, considering and reporting on matters relating to the nomination and remuneration of Directors and officers, and the governance of the Company. The committee met twice during the reporting period to fulfil its responsibilities set out in its terms of reference and on these occasions: ▶ Governance – advised the Board on the effective governance of the Company with the overriding objective of ensuring accountability, fairness, responsiveness and transparency in the conduct of the business of the Company. ▶ Nominations – considered potential candidates and issued recommendations for nominations for appointment to the Board in respect of vacancies arising. One ongoing vacancy remained in respect of a seat reserved for an official of the Department to be nominated by the Minister for Communications, in accordance with Article 4 of the Constitution. ▶ Remuneration – issued recommendations in relation to the remuneration of the Directors for consideration by the board and recommendation to the members of the Company at the AGM, in accordance with Article 35 of the Constitution. ▶ Remuneration – issued recommendations in relation to remuneration of the chief executive for consideration by the board pursuant to Article 33 of the Constitution, and monitored the remuneration policies and framework for the senior staff to ensure they support the strategic objectives, culture and values of the Company. The Business Development Committee was formally established on 9 May 2024 pursuant to Articles 34 and 57 of the Company’s Constitution for the purpose of pursuing new revenue opportunities and generating profitable business revenue from within the current core business. Governance IE Domain Registry CLG t/a .IE / Annual Report & Review 2023 10