The Board has three committees which support the operation of the Board through their focus on specific areas of governance. Details of these Committees and their terms of reference are outlined below:

The Audit Committee supports the Board in its responsibilities relating to monitoring the Group's financial reporting process, reviewing and monitoring the risk management and internal controls systems, overseeing the work of the Group's Internal Audit function and advising the Board on the appointment and independence of the Group's external auditor.

The Audit Committee is comprised of four independent non-Executive Directors:

• Mr. Christopher Rogers (Committee Chairman)
• Dr. Hugh Brady
• Ms. Joan Garahy
• Mr. Tom Moran

The Nomination Commitee oversees succession planning for Board and senior management positions and ensures that the Board has the appropriate balance of skills and experience to provide effective oversight of the Company.

The Nomination Committee is comprised of three independent non-Executive Directors and the Chairman of the Board:

• Mr. Philip Toomey (Committee Chairman)
• Dr. Hugh Brady
• Dr. Karin Dorrepaal
• Mr. James C. Kenny

On behalf of the Board, the Remuneration Committee is responsible for determining the remuneration policy for the CEO and the other Executive Directors on an annual basis.

The Remuneration Committee is comprised of four independent non-Executive Directors:

• Ms. Joan Garahy (Committee Chairperson)
• Mr. James C. Kenny
• Dr. Karin Dorrepaal
• Mr. Tom Moran