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ESGBERT 29

The Audit Committee comprises four Non-Executive Directors whom the Board has determined have the collective skills and relevant financial experience to enable the Committee to discharge its responsibilities.

Carbon taxes are an important driver of UK power prices and there are two main schemes: the UK ETS (a levy on large users which replaced the EU ETS following the end of the Brexit transition) and the UK Carbon Price Support (a tax on coal and gas generators).

The Board Diversity Policy and monitoring of performance relative to targets set out therein is a matter for the Committee, which discusses progress against agreed targets.

The CFPB issued new integrated disclosures rules (“TRID”), which became effective October 3, 2015 and have combined the prior good faith estimate and truth in lending disclosure form into a new form, the loan estimate.

Corporate governance at Deutsche Börse Group Women in management positions Deutsche Börse AG set itself the goal of nominating at least one female member for the Executive Board by 2015.

Each of the Board Committees and the Sustainable Business Advisory Committee considered the Board Evaluation report insofar as it related to that particular committee and adopted any actions considered necessary.

In 2012, AIB sought to implement a performance contract for energy reduction across its Head Office estate through a partnership with an Energy Service Company (ESCo).

However we are mindful of the new provisions in the 2018 Corporate Governance Code (‘2018 Code’) that we will be required to report against next year.

We have also made a significant commitment to being carbon neutral by 2030, using a net-zero approach, and set out an ambition for 70% of new lending to be green in that timeframe too.

From 2015, trading in natural gas products will be pooled at Powernext, and power trading at EEX.

A cco u n ts a n d o th e r in fo rm a tio n 1173i Infrastructure plc Annual report and accounts 2021 11.1 Identifying and assessing potential risks related to irregularities continued As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the valuation of the investment portfolio.

We continue to invest in our compliance function.

Directors’ conflicts of interests The Directors have a statutory duty to avoid conflicts of interest with the Company.

At our development in Bedford, our contractor, Winvic, scored exceptionally in respect of the community.

All Directors are required to update their skills and maintain their familiarity with the Company and its business continually.

The objective of the Board Diversity Policy is to achieve the most appropriate blend and balance of diversity possible over time, with focus remaining at all times on identifying the most suitable candidates to oversee the significant financial service activities and related requirements of AIB.

The European Commission and ESMA have to specify the requirements in technical standards; these will apply from November 2017 onwards.

Secondly, it is important because we are long-term investors and you have to operate with sustainability in mind if you want a company to be successful over the long-term.

The Board has established an audit committee and a remuneration committee and formally delegated duties and responsibilities as described as follows.

This is leading to a renewed focus on environmental, social and governance (‘ESG’) factors, and the responsibility of companies to their stakeholders and communities.

He is currently responsible for a number of investments including renewable energy projects, care homes, health clinics, fibre broadband and wedding venues.

The policy is not just concerned with “doing no harm” or ethical business practices, but impinges on issues of wider trust and corporate reputation, which are critically important in the new global climate of public mistrust of the fi nancial sector.

Funding projects through our Community Chest Programme We also signed a pledge with Cardiff Commitment to help young people from various social backgrounds progress in education, employment and training.

We published both a detailed and summary report, which are available for download on aib.ie/sustainability.

We ensure that we have a talent development pipeline with skills and knowledge to maintain the long-term success of our business.

We are committed to reflecting diversity in its broadest sense, while ensuring that we maintain the necessary skills and experience required to oversee the significant financial service activities and related requirements of the Group.

This helps us monitor whether our core values and culture have permeated through the organisation successfully.

This report is made solely to the company’s members, as a body, in accordance with section 193 of the Companies Act 1990 and in respect of the separate opinion in relation to International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standard Board (“IASB”), on terms that have been agreed.

Out of course salary increases were managed within tight budgetary parameters, the increases being primarily restricted to retaining key staff and skills or to instances where staff stepped up to expanded roles in light of restructuring or staff departures under the voluntary severance programme.

I am extremely honoured to be Chief Executive Officer of a bank that is dedicated to playing a practical role in supporting the economy and our citizens to whom we owe so much.

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.

The Board requested a review of controls in place within supplier due diligence processes to prevent slavery and human trafficking, which was progressed by management.

A limited assurance engagement is substantially less in scope than a reasonable assurance engagement.

We advocate an Agile Working Policy which aims to provide a modern and supportive work environment.

Sir John has extensive experience in the financial and infrastructure sectors and as an adviser to both the the former Department of Trade and Industry and the Department for Environment, Food and Rural Affairs on energy and environmental policy.

This assessment considers all significant aspects of internal control arising during the year.

AIB was awarded Outstanding Achievement in Sustainability by Chambers Ireland/Business in the Community as well as the Excellence in the Environment award at the Annual Sustainable Impact Awards 2020.

Large corporations or banks are seeking to divest non-core assets as they restructure their balance sheets and policy drivers continue to underpin activity in the renewables and social infrastructure space.

Dutch waste volumes were in line with pre-Covid forecasts, and energy prices largely recovered to pre-Covid levels by the end of 2020.

Our other stakeholders Other stakeholders represent the local communities in which we operate as well as the wider environment, our suppliers and our regulators.

Operational risks such as cyber risk and IT security are reviewed at Board level as well as at management level committees.

Progressively rebuilding trust with our customers, restoring the bank to better financial health and playing a robust role in the recovery of the Irish economy were critical priorities for the bank and we made solid progress across all these areas throughout 2013.

The money raised by purchases and donations made by AIB staff on the day made a tangible difference to these causes.

The Board is also ultimately responsible for maintaining sound risk management and internal control systems.

We look forward to supporting them through to the completion of their apprenticeships in 2019.

Throughout 2018, over 250 business owners completed the first AIB Women in Enterprise programme, assisting them in scaling and growing their businesses.

In 2018, this charity was Independent Age, a national charity which provides free information and advice for older people and their families on care and support, money and benefits, and health and mobility.

The legal and regulatory landscape in which the Group operates is constantly evolving, and the burden of compliance with laws and regulations is increasing.

Testing and assurance – an objective examination of evidence for the purpose of providing an independent assessment of governance, risk management and control processes for the Group in relation to all risk types.

Both the Group consolidated financial statements and the Company financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”) and as adopted by the European Union (“EU”).

We rank fourth in the country for emissions reporting, and have experienced significant monetary savings through the adoption of our energy saving programme.

February 2019 also saw the launch of training sessions for managers to raise awareness of gender identity.

Deep understanding of climate change from a corporate governance perspective.

This ensures that the objectivity and independence of the Auditors is safeguarded.

Allied Minds supports the rights of all people as set out in the UN Universal Declaration of Human Rights and ensures that all transactions the Group enters into uphold these principles.

On the basis of the above, and the Committee’s determination of the Auditor’s effectiveness, independence and objectivity, the Committee recommends that Deloitte should be reappointed as Auditor at the Annual General Meeting on 6 May 2021.

Our Commitment to Employees: We pledge to invest in our people and in the resources needed to grow this company for years to come.

This includes the puma and eight species of armadillo as well as restoring and preserving the rainforest habitat, re-introducing species and carrying out local education programmes.

This increases to a 25% female representation following the AGM.

We ensure that “Green” products are appropriately designed.

Regulatory Compliance & Business Ethics (‘RC & BE’) has responsibility for co-ordinating the compliance functions across all Divisions and for the development of Group policy on ethical matters.

Maintaining a profitable and financially sustainable business 10.

Notwithstanding Dr Somers’ designation as non-independent under the UK Code arising from his appointment by the Irish State as shareholder, the Board is satisfied that Dr Somers exercises independence of thought and action in fulfilling his duties as a Non-Executive Director.

The Group engages with stakeholders through various means such as face-to-face meetings including scheduled meetings and out of course meetings on specific topics, research, media engagement, the Group’s in-house experts liaising directly with associated business, public or charitable groups and participation in expert fora and events.

Each of our economic infrastructure companies has developed a sustainability strategy appropriate for its business.

Its carbon emissions are negligible, and limited to Board members’ travel to and from Jersey to attend Board meetings.

Further details can be found in the Environmental, Social, and Governance ("ESG") section on pages 15 and 16.

Since then, Elaine has enjoyed a very successful senior HR leadership career culminating in her appointment as Group Human Resources Director for Legal and General plc in 2006.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006.

In the second half of the year, we raised €1bn from our first green bond issuance, the first Irish bank to do so, and we launched a €300m Social Housing Fund to deliver 2,000 sustainable A-rated homes.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).

We expect this to be a focus in the short term and the results of the initial review will help us understand how different climate-related scenarios will impact each portfolio company’s strategy and help prioritise our areas of focus.

The Act also imposes new duties on the directors of an institution and sets out matters to which directors must have regard in the performance of their functions.

It is also the means by which we measure the likely impact our decisions may have upon the environment.

Enhanced Board focus on culture continues as part of the 2019 Board work programme.

Emil Gigov, BA (Hons), FCA, is a Partner at Albion Capital and leads Albion’s investments in social care and education.

We have also focused on recruitment and training as a key element of building a sustainable platform for the future.

From the very beginning, we have rooted ourselves within the neighborhoods we serve, and we have remained committed to our role as a vital, contributing community member.

It provided an opportunity to positively test the Group’s corporate governance structures and the reactions of individuals and key areas across the Group, and created a greater level of awareness of the Recovery Plan and the speed and quality of response expected across the Group.

Agriculture and farming . . . . . .

With this in mind, the Board was keen to understand the thoughts and views of our employees on how we ensure our unique AJ Bell culture and strong staff engagement is maintained as we move to new ways of working.

Environment As an investment company with no employees, governed by a non-executive Board of Directors, 3i Infrastructure has no material direct impact on the environment.

We perceive that key material issues for our environment generally relates to; the direction of travel and progress relating to environmental concerns, awareness of topical issues and the sharing of best practice, reducing carbon emissions and the Group’s overall environmental footprint, and the creation of a sustainable business for the future.

We have two other brands, Gladiator Commercial, which operates as an intermediary in the commercial vehicle market, and Confused.com, which operates as an internet ‘shopper’ for car insurance.

A final recommendation is made to the Board by the Nomination and Corporate Governance Committee.

The 2010 Act introduced, inter alia, an obligation on designated persons to (i) apply customer due diligence procedures to their customers; (ii) identify and take risk based and adequate measures to verify beneficial ownership; and (iii) identify and apply enhanced customer due diligence requirements to non-resident politically exposed persons.

Work is continuing to fully embed the Code.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error.

In order to establish itself as a role model in the market, Deutsche Börse Group continually develops its sustainability commitment and reporting.

We want employee insights to continue to play a part in facilitating the Admiral Group Board discussions and decision-making processes.

He initially practiced as a radiologist, before spending 3 years at Bain & Company.

As individuals and organisations, we must aim to reverse our negative effects on the planet, the land, the sea, the air.

Statement of Compliance The Directors consider that the Company has complied throughout the year ended 31 March 2002 with all the relevant provisions set out in Section 1 of the Combined Code on Corporate Governance issued by the Financial Services Authority.

Staff from People Services and Communications at the Wales Air Ambulance airbase in Llanelli, finding out how we can help them promote their fundraising.

The role of the Executive Risk Committee is to foster risk governance within the Group, to ensure that risks within the Group are appropriately managed and controlled, and to evaluate the Group's risk appetite against the Group’s strategy.

A7 Governance AFR 2016 pages 173-212:Layout 1 10/03/2017 19:57 Page 171 172 Allied Irish Banks, p.l.c.

It was acknowledged that a long-term programme was needed to enhance the Group’s reputation and culture and ’prove by doing’ to rebuild trust with our customers and wider society.

With our relentless customer focus, our leading digital technology and our commitment to sustainability, we remain well placed to continue to support our customers, adapting to their changing needs, while delivering long-term sustainable success for our business.

Since 2015 we have participated in Earth Hour, extinguishing all non-essential lighting for 1 hour across all of our sites.

The Board does not believe that ownership of these shares impacts the independence of the NonExecutive Directors .