ABBEY PLC

Reg. No. 9245 Republic of Ireland

AUDITORS

Ernst & Young, Chartered Accountants

SECRETARY & REGISTERED OFFICE

David J. Dawson CA
25/28 North Wall Quay
Dublin 1

BANKERS

Allied Irish Banks plc
Barclays Bank plc

REGISTRAR AND TRANSFER OFFICE

Computershare Investor Services (Ireland) Limited
P.O. Box 954, Heron House, Corrig Road,
Sandyford Industrial Estate, Dublin 18
Phone: (01) 447-5104

SOLICITORS

A&L Goodbody

STOCKBROKERS

Davy Stockbroker
Arden Partners

NOMINATED ADVISOR

J&E Davy, trading as Davy

ESM ADVISOR

J&E Davy, trading as Davy

COMPANY ANNOUNCEMENTS

Click here for a full list of company announcements.

MOST RECENT ANNUAL REPORTS

Click here for a full list of annual reports.

MOST RECENT Interim REPORTS

Click here for a full list of interim reports.

MOST RECENT ADMISSION DOCUMENTS

10 NOV 2004 – DCM Admission

10 NOV 2004 – AIM Admission

Memorandum and Articles of Association

Our Memorandum and Articles of Association, as amended by all resolutions up to and including 2nd October 2015, are available to download as a PDF.

Corporate Governance

(updated 26 September 2018)
From September 2018 all ESM/AIM listed companies are required to adopt and comply with a recognised corporate governance code. Abbey plc has chosen to adopt the Quoted Companies Alliance (QCA) Corporate Governance Code published in April 2018 for this purpose.

High standards of corporate governance are a priority for the Board and details of how Abbey plc addresses its key governance principles are set out below. The next annual report will provide further information on how Abbey plc complies with the adopted code.

Group Strategy and Business Model

Abbey plc’s strategy is designed to deliver long term value for its shareholders.

Our aim is to drive growth and we employ a business model that balances the demands of our main customers with the principal risks and uncertainties faced by the businesses in which we are engaged. (As outlined on page 10 of our Annual report).

Relations with Shareholders

The Group places a high level of importance on communicating with its shareholders and welcomes and encourages a two- way communication with both its institutional and private investors within the constraints of the ESM/AIM rules and other regulations applicable to quoted companies.

The Chairman talks regularly with the Groups major shareholders and ensures that their views are communicated to the Board.

The Board recognises the Annual General Meeting as an important opportunity to meet private shareholders. All investors are welcome to attend the AGM where they have the opportunity to ask questions of the Board. The Directors are available to listen to the views of the shareholders informally following the AGM.

Shareholder relations are managed primarily by the Company Secretary.

Stakeholders and Social responsibility

The board recognises that the long-term success of the group relies upon good relations with its various stakeholders. The Board periodically reviews its stakeholder strategy and action plan and thereby updates its analysis of its stakeholders and their interests and assesses how their needs and expectations are being managed.

Feedback is encouraged and is recognised as an important part of a stakeholder strategy.

The Board is fully committed to its Corporate Social Responsibility and details of this are found on page 11 of 2018 Annual Report.

Evaluation of Board Performance

The Board recognises that its own effectiveness is reliant upon the performance of its individual directors and the performance of the board collectively. The board adopts appraisal mechanisms to ensure that all functions are carried out effectively:

  • The Board regularly considers its structure and balance (including succession planning).
  • The Board regularly considers the balance of knowledge, skills and experience required for the future.
  • The Board regularly considers the effectiveness of the board committees.
  • The Board regularly considers Director development and training.
  • The Board regularly considers the nature, extent and adequacy of the information available to directors.

The board does not have a formal Nominations Committee. All Board Nominations are tabled under “Formal matters to be reserved to the board” and considerations of appointments are made by the Board as a whole.

Promoting Corporate Culture

The Board seeks to ensure that all Group business is conducted in an honest and ethical manner and the Group is committed to acting professionally, fairly and with integrity in all business dealings and relationships. These values are enshrined in the written policies and working practices adopted by all employees within the group.

An open culture is encouraged within the group and feedback regularly sought. The Executives monitor business operations to ensure that adherence to the corporate values are observed and address any concerns where they may arise, escalating these to Board level as necessary.

Governance Structures

The Board meets at least 5 times a year in accordance with its scheduled meeting calendar and has a formal schedule of matters reserved. The Board and its Committees receive appropriate and timely information prior to each meeting, a formal agenda is prepared for each meeting and the Board papers are issued several days in advance of the meeting. All directors receive regular and timely information on the Groups operational and financial performance.

There is a formal schedule of matters reserved to the Board. It is responsible for overall Group strategy, approval of major capital expenditure projects, approval of interim and annual results, annual budgets, Dividend policy, Board structures and nominations, monitoring exposure to key business risks, and reviewing the strategic direction of the trading subsidiaries. The Board delegates the day to day responsibility of managing the business to its executive directors.

Our Corporate Governance Report on pages 13 & 14 of the 2018 Annual Report provide further details on the Groups corporate governance structures and why they are appropriate for the Group.

The Board is supported by the Audit and Remuneration Committees

The Audit Committee

The main role and responsibilities of the audit committee are:

  • To monitor the integrity of the financial statements of the group and any formal announcements relating to the Group’s financial performance and reviewing significant financial reporting judgements contained therein.
  • To review the Groups internal financial controls and its internal controls and risk management systems.
  • To make recommendations to the board, for it to put to the shareholders for their approval in general meeting, in relation to the appointment, re-appointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external auditor.
  • To review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process.
  • To develop and implement policy on the engagement of the external auditor to supply non- audit services and identify matters in respect of which it considers that action or improvement is needed.
  • To review arrangements by which staff of the Group may, in confidence raise concerns about possible improprieties in matters of financial reporting or other matters.
  • To annually consider whether there is a need for an audit function and make recommendations to the board.

Remuneration Committee

The main roles and responsibilities of the remuneration committee are:

  • To make recommendations to the board in relation to all aspects of remuneration for Executive Directors and Senior Management.
  • To ensure that remuneration packages are competitive and will attract, retain and motivate Executive Directors of the calibre required.
  • No individual is involved in and decisions as to their own remuneration.

Results of Shareholder Voting

From the Annual General Meeting held on 6 October 2017 at 10.30am, all resolutions (which can be read in the Annual Report under Notice of Meeting) were duly passed.

Historic Annual Reports, which include the notice of General meetings over the last 5 years are included under the “FINANCIALS” tab of this website.

Takeover Regime

Abbey is subject to the Irish Takeover Panel Act 1997, Takeover Rules, 2013 (“Takeover Rules”). Read More