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ESGBERT 25

Basis of accounting The consolidated financial statements of AJ Bell plc have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU), IFRIC interpretations and those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The Company Secretary provides updates to the Board on regulatory and corporate governance issues, new legislation, and Directors’ duties and obligations.

The Committee considered the detailed audit plan in respect of the annual and interim financial statements and the Auditor’s findings and the conclusions and recommendations arising from the half yearly review and annual audit.

PROCESS The Committee undertakes an annual review to assess the independence and objectivity of the external auditor and the effectiveness of the audit process, taking into consideration relevant professional and regulatory requirements, the progress achieved against the agreed audit plan, and the competence with which the auditor handled the key accounting and audit judgments.

Annual Financial Report 2016 3.8 Regulatory compliance risk and conduct risk* (continued) compliance risks and associated mitigants.

There is also an agreed procedure for directors to take independent professional advice at the Company’s expense.

Those working in the office continue to following Public Health England’s social distancing and other guidelines.

In addition, as part of Small Business Saturday, a UK-wide campaign dedicated to small businesses, we encouraged our SME customers to tell us their Small Business Story and then published the winning entry.

Further details on the overall governance and organisational framework through which the Group manages and seeks to manage and mitigate risk, are provided in ‘Risk management – 2. Framework’.

We set high standards for these and for ourselves.

The Amended Agreement included a new, lower fee of 1% per annum for any future investments in primary PPP and individual renewable energy projects.

Our purpose is to help our customers achieve their financial ambition and we do that by earning their trust over time by our actions.

Whether taking part in a sponsored walk, sleeping out to raise money for homeless causes, collecting donations for a local food bank, or volunteering within our community, we are proud of the efforts our staff make, to give something back to their local communities.

If we fail to comply with legal standards, we could incur liability to our clients or lose clients, which could affect our earnings negatively.

Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose.

Printed by Pureprint Group using environmental print technology and vegetable-based inks throughout.

Where we are having the biggest impact Climate change and the transition to a low carbon economy (SDGs 7, 12 and 13) Through its investment portfolio the Company supports the transition towards a low carbon economy.

There have been no disclosures in accordance with Disclosure and Transparency Rule 5 made to the Company during the year ended 31 March 2012, and to the date of this report.

WASTE In 2018, we sent 0 tonnes of waste to landfill, recycling 206 tonnes (a combination of 122 tonnes of paper, and 84 tonnes of other recyclables) with a further 244 tonnes incinerated ethically.

FSC – Forest Stewardship Council This ensures that there is an audited chain of custody from the tree in the well-managed forest through to the fi nished document in the printing factory.

Ian O’Doherty, Tim Clancy and the Group’s internal and external auditors attend meetings of the audit committee by invitation.

The Nominations and Corporate Governance Committee is responsible for overseeing the Group's management of reputational risk.

The restructuring process is one of structured engagement to assess the long term levels of sustainable and unsustainable debt.

We have been reflecting on the messages conveyed by the survey and are committed to continuing to focus on making AIB an even better place to work over the years ahead.

Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Directors therefore consider that these departures from the specific provisions of Schedule 4 of the Companies Act relating to the form and content of accounts for companies other than investment companies and these departures from UK accounting standards are necessary to give a true and fair view.

Following these Board changes, the majority of Board members excluding the Chairman will be independent Non Executive Directors and meet the requirements of the 2018 Code.

The responsibilities of the Corporate Social Responsibility (“CSR”) Committee are to recommend Group CSR policies and objectives, review and direct CSR activities across the Group, monitor CSR best practice developments, and review and approve corporate-giving budgets and substantial philanthropic donations.

For further information, see our website www.3i-infrastructure.com/about-us/ corporate-responsibility Financial review, risk and sustainability 3i Infrastructure plc Annual report and accounts 201852 https://www.3i.com/corporate-responsibility https://www.3i.com/corporate-responsibility Benefits for communities Investing in infrastructure assets has economic and social sustainability benefits for communities in our target markets.

We make a meaningful contribution to the sustainability of the societies where we operate.

Responsiveness Challenging response targets are set for all of our communication channels to ensure we respond to our customers promptly.

The past year is one in which AIB made consistent progress in achieving the bank’s business objectives.

If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Automated customer transactions 95% Branch refresh Our branch network completed a four-year Branch Refresh Programme, delivering a more relaxed environment to do business.

To achieve these aims, it is imperative that we ensure compliance with applicable legal and regulatory requirements.

As we do this, we are conscious of the evolving environmental, social and governance (ESG) regulatory agenda and the need to comply with new requirements when they come on stream.

Guidance (‘Internal Control: Guidance for Directors on the Combined Code’) has been issued by the Irish Stock Exchange and the London Stock Exchange to assist Directors in complying with the Code’s requirements in respect of internal control.

The Board has adopted a formal schedule of matters specifically reserved to it including corporate strategy, approval of budgets and financial results, policies in relation to risk management, health and safety and environmental matters, new Board appointments, proposals for dividend payments, and the approval of major transactions.

A clear and sustainable business model We have been able to build a reliable, expert, dynamic and straightforward, business model.

We are continuously evolving our approach as a responsible investor by undertaking initiatives to improve our consideration of sustainability risks and opportunities within our investment and portfolio management processes.

The success of the farm may be affected by many factors outside the control of the borrower, including adverse weather conditions that prevent the planting of a crop or limit crop yields (such as hail, drought and floods), loss of livestock due to disease or other factors, declines in market prices for agricultural products (both domestically and internationally) and the impact of government regulations (including changes in price supports, subsidies and environmental regulations).

We have clearly established an industry-leading pipeline of cutting-edge technologies from the US research community, which we believe will result in the sustainable generation of disruptive businesses for years to come .

Title III of the USA Patriot Act (officially, the ‘International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001’) is the anti-money laundering portion of the USA Patriot Act and amends the Bank Secrecy Act (the “BSA”).Title III provides for a sweeping overhaul of the US anti-money laundering regime.

We want our portfolio companies to be run responsibly and to have a positive impact on the environment and on the communities in which they operate.

Governance Management report Financial statements NotesResponsibilityShares Eurex Clearing AG has awarded a grant to some customers.

In addition, the prevalence of cyber-attacks and other efforts to breach or disrupt our systems has led, and will continue to lead, to costs to Wesbanco with respect to prevention and mitigation of these risks, as well as costs reimbursing customers for losses suffered as a result of these actions.

The Regulatory Compliance function supports and validates this approach by operating a risk framework model that is used in collaboration with business units to identify, assess and manage key compliance risks at business unit level.

There have been no major operational incidents during the year and water resource levels are normal for this point in the year despite a dry winter.

We believe the work we do to ensure that comprehensive and high quality policies are implemented by our portfolio companies is a step towards the objectives of SDG 16 Peace, Justice and Strong Institutions.

Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards.

During the evaluation, many directors commented favourably on the performance of the Board as a whole, describing it as positively diverse and benefiting from a good mix of skills.

At the same time and true to our objectives outlined above, we are also evaluating other opportunities in various agricultural sectors [within Australia].

This requirement was at the forefront of the Audit Committee’s planning process for the 2015 Annual Report and Accounts to ensure that it could provide assurance to the Board about making this statement.

We also hosted our fourth annual Sustainability Conference as part of Ireland’s Climate Finance Week 2020.

In 2015 we sought to further this aim by increasing both our PR and sponsorship activities.

The Group is committed to growing the business while ensuring a safe environment for employees as well as minimising the overall impact on the environment.

On December 19, 2019, the FDIC assigned a rating of “Outstanding” for the Bank’s community development performance for the period of October 2016 through July 2019.

We have also assessed the design and implementation and tested the operating effectiveness of the internal review controls performed by management, which are designed to identify any errors in the inputs or mechanical workings of the calculations.

The primary role of the Regulatory Compliance function is to provide direction and advice to enable management to discharge its responsibility for managing the Group’s compliance risks.

In line with this strategy, the company is seeing increasing customer interest in integrated solutions – involving technologies such as solar, batteries, EV charging, transformers, meters – which help customers achieve their energy transition objectives and also mitigate grid capacity constraints affecting their sites.

To ensure that we are being as inclusive as we can, we have several working groups and forums across the business focusing on identifying and rectifying any forms of stigma or bias, to encourage our staff to feel confident and comfortable in who they are, and to ensure that they are treated fairly whatever their background.

As well as delivering a good return for its shareholders in that time, Anglian Water provides excellent service to its customers, ranking very highly in OFWAT’s customer service metrics, and has taken great strides in reducing leakage to record low levels and in improving its environmental and health and safety performance.

These matters are the responsibility of the Directors but no control procedures can provide absolute assurance in this area.

This is an improvement from the 41% scored on the 2011 submission and means that AIB qualified for the first time as a 'Carbon Leader', exceeding the requisite score of 75%.

The company will take proper steps to ensure compliance by the directors and applicable employees of the group with the terms of the share dealing code and the relevant provisions of the AIM Rules (including Rule 21).

The Committee look forward to receiving updates from Management regarding the heightened control environment which we anticipate will be put in place.

We also believe it is important that our staff build a sense of ownership and share in the success of the business.

This plan includes investing in a combined heat and power plant, procuring 100% green electricity wherever feasible and engaging a single supplier of gas and electricity.

We contribute both as a Company and as individuals through a variety of schemes including a matching scheme whereby the Company matches funds raised for charity in the workplace.

AIB participated in the Carbon Disclosure Project and the Dow Jones Sustainability Index, which allowed AIB benchmark its environmental performance and ascertain areas for development and improvement.

We will continue to develop our employer brand in the coming year, ensuring that AJ Bell has a significant presence in the jobs market.

A site visit was arranged for the students and further initiatives are being considered with the school including further visits, work experience, workshops and contributions for school projects.

He was a trustee and director of Dyslexia Institute Limited (trading as Dyslexia Action) between 2007 and 2011 and has been appointed Chairman of Bowel Cancer UK from 2013. Chairman since 29 January 2007, resident in the UK.

The Responsible Investment policy provides the framework for the implementation and operational control of climaterelated issues.

The Company’s policy is to have a Board with a diverse range of skills and professional backgrounds.

Many of our employees are involved in charity work both through and independent of the business, but we support wherever and however we can.

The Board believes that it has the right balance of independence, skills, experience and knowledge for the effective governance of the Company.

We assessed the relevant automated controls within business processes and the reliability of relevant reports used as part of manual controls.

Our 2020 statement, published in July, sets out the steps we took during 2019 to prevent modern slavery and human trafficking (“Modern Slavery”) in our business and supply chains.

Since acquisition in January 2012, Elenia has invested approximately €500 million, with a particular emphasis on improving weather proofing: the rate of underground cabling reached 38% as at 31 December 2016.

A8 Governance NEW 1 AFR 2018 Purp:Layout 1 28/02/2019 20:30 Page 179 Our professional development and training programme The following graphic aims to provide an overview of the development and training undertaken by the Board.

Risks The most signifi cant corporate responsibility risks arising from the Company’s investment activity are likely to relate to environmental, ethical, governance and social issues.

The ongoing commitment of investment to maintain and further develop a modern, resilient and flexible IT infrastructure in order to deliver the most digitally-enabled offering within the Irish banking market.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

This annual process will inform fuller ESG disclosure by 2021 and create a regular audit function to ensure continual improvement.

In November of 2011, the board of directors of Wisconsin Community Bank entered into an informal agreement with the FDIC and its state banking commissioner, agreeing to correct certain consumer compliance violations.

Governance The Board is committed to developing the corporate governance structures of the Group to ensure they meet best practice.

Executive Directors, as employees of AIB, are also subject to the organisation’s Code of Conduct and Conflicts of Interests Policy for employees.

Emissions reported in 2020 were generated in 2019. externally, and ESG considerations are integrated in Corporate and Institutional Business Banking (CIB) credit applications.

Application of the Principles of the Code The Board attaches importance to matters set out in the Code and applies its principles.

Strategy Alpha Schools’ management team is focused on ensuring delivery of first-class service levels to the schools and maintaining an excellent relationship with the Highland Council, and on the timely completion of the remaining minor construction works.

AIB has made significant progress in delivering a more simplified, streamlined and strengthened business aligned to our five strategic pillars – Customer First, Simple & Efficient, Risk & Capital, Talent & Culture and Sustainable Communities.

Our talent management strategy ensures we nurture our staff and give them the correct training, development and support to ensure they can progress with the business.

Deferred awards are also subject to a performance underpin which is linked to the underlying performance of the Group, risk management, conduct and compliance over the three-year deferral period.

The Group’s ‘Speak Up’ Policy and process also provides those working for the Group with a protected channel for raising concerns, which is at the heart of fostering an open and transparent working culture.

We reduced mortgage rates across AIB and EBS, backed vital social housing development and supported our business customers through the uncertainty of both Brexit and COVID-19.

It also focuses on strategy, performance over the previous five years and interaction with customers and the wider community and also comments on the membership of the Board, and other issues.

The principal Committees of the Board – Audit, Remuneration, and Nominations – all comply fully with the requirements of the Combined Code.

As AJ Bell has grown, Andy’s focus has gravitated to developing strategy, managing the business and crucially, ensuring that AJ Bell’s primary purpose, vision and culture are engrained in the business.