Leadership

The Board

The Board provides the Company with entrepreneurial leadership and effective controls. It sets the Company's strategic aims, and establishes the Company's values and standards. The Board currently consists of 11 directors (5 executives and 6 non-executives directors) whose names and other details are as set out below.

Each of the Executive Directors has a combination of general business skills and experience in the construction materials market. The Non-executive Directors represent a diverse business background complementing the Executive Directors' skills. All of the directors bring an objective judgement to bear on issues of strategy, resources and standards of performance. The directors believe that the Board includes an appropriate balance of skills and ability to provide effective leadership and control to the Group.

The Board formally meets 10 times a year, as well as informally when required. Attendance at Board and committee meetings is set out in the table below. The Board reserves for itself a formal schedule of matters on which it takes the ultimate decision. These include adopting the Group's rolling 5 year strategic plan and the annual budget, approving all major capital expenditure and material contracts, acquisitions and disposals of businesses and other assets, and appointment of senior executives and succession planning, reviewing management's corporate and financial performance, and overall review of the Group's internal controls.

The following are the non-executive members of the board:

• Eugene Murtagh is the founder and Non-executive Chairman of the Group.
• Tony McArdle joined the Board in 2003. He was previously a Director of Ulster Bank where he had been Head of Corporate Banking and Chief Executive of Retail Banking as well as holding a number of other senior positions. He is a Non-executive Director of several large private companies.
• David Byrne was appointed to the Board in January 2005. He served as EU Commissioner with responsibility for Health and Consumer Protection from 1999 to 2004. Prior to becoming EU Commissioner, he served as Attorney General for two years. Currently he is Deputy Chairman of DCC plc., Chairman of the Advisory Committee to the National Treasury Management Agency and of the Board of the National Concert Hall, and Chancellor of Dublin City University.
• Brian Hill (B.E., C.Eng., F.I.Mech.E., M.Eng.Sc., M.B.A.) joined the Board in 2005. He was formerly a Director of CRH Plc where he was Head of the Europe Products & Distribution division. He is also a Non-executive Director of Wavin NV.
• Helen Kirkpatrick (B.A., F.C.A) joined the Board in 2007. She is also a Non-executive Director of UTV plc and of a number of private and not for profit companies, and was formerly a Non-executive Director of the International Fund for Ireland, Enterprise Equity and NI CO Ltd. She is a fellow of the Institute of Chartered Accountants in Ireland and is a member of the Chartered Institute of Marketing.
• Danny Kitchen rejoined the Board in March 2009, having previously been a director of Kingspan from 1994 to 2003. He is also appointed by the Irish Stock Exchange as its nominated Director on the Irish Takeover Panel, and is a Non-Executive Director of the Irish Nationwide Building Society since October 2008. Previously, he held a number of senior executive positions including as director of IBI Corporate Finance, Finance Director of Green Property Plc. and Deputy CEO of Heron International Limited.

The Chairman and Chief Executive

There is a clear division of responsibility set out in writing between the Non-executive Chairman, Eugene Murtagh, and the Chief Executive, Gene M. Murtagh.

The Chairman is responsible for the leadership and effective working of the Board. He ensures that all members of the Board, including in particular the Non-executive Directors, have an opportunity to contribute effectively, and that there is appropriate and timely communication with shareholders.

The Board has delegated executive responsibility for running the Group to the Chief Executive. He is responsible for the strategic direction and overall performance of the Group.

Key management

The following are the key members of management of the company:

• Gene M. Murtagh is the Chief Executive Officer, having previously been Chief Operating Officer from 2003 through 2004. Prior to that he was Managing Director of the Group's Insulated Panel business and of the Environmental business. He joined the Group in 1993.
• Dermot Mulvihill is the Group Finance Director. He is a qualified Chartered Accountant (F.C.A., M.B.A ). He joined the Group in 1986.
• Peter Wilson is Managing Director of the Group's Insulation business and has worked for the Group for twenty four years.
• Russell Shiels is President of the Group's Access Floors and Insulated Panels businesses in North America. He was previously Managing Director of the Group’s Building Components and Raised Access Floors businesses in the UK. He joined the Group in 1996.
• Gilbert McCarthy is Managing Director of the Group’s Insulated Panel activities in the UK, Ireland, Western Europe and Australasia. He was previously Managing Director of the Off-site Division and General Manager of the Insulation business in Ireland. He joined the Group in 1998, having previously worked for both Johnson & Johnson and KPMG.
• Joe Brash is Managing Director of the Group's Insulated Panel activities in Continental, Central and Eastern Europe, The Middle East and India. He joined the Group in 2000 having previously held a number of senior management positions in David S Smith Group PLC.
• Noel Crowe is Managing Director of the Group's Environmental & Renewables division. He joined the Group in 2001, having previously held a number of senior management positions in the ABB Group.
• Terry Newman has been with Kingspan (Access Floors) since 1999 when Kingspan acquired Hewetson Floors. Terry was previously Managing Director of Hewetson and before that Construction Director.

Board committees

The Board has set up several committees to deal with aspects to the board's authorities.

Acquisitions committee

The Acquisitions committee has been established by the Board to consider and appraise all acquisition proposals made by the Group within its authorised limits, and to approve any investments, joint ventures, and capital expenditure within those limits which it considers to promote the Group strategy. The committee also carries out a periodic review of investments made within the previous year to review actual performance against forecast targets.

Audit committee

The Board has established an Audit committee to monitor the integrity of the Company's financial statements, and the effectiveness of the Company's internal financial controls. The members of the Audit committee bring considerable financial and accounting experience to the committee's work, and in particular the Board considers that the chairman of the Audit committee has appropriate recent and relevant financial experience. The Board is satisfied that the combined qualifications and experience of the members, collectively give the committee the financial expertise necessary to discharge its responsibilities.

Nominations committee

The Nominations committee assists the Board in ensuring that the composition of the Board and its committees is appropriate for the needs of the Group. The committee meets at least once a year, and additionally if required, to consider the Board's membership, to identify any additional skills or experience which might benefit the Board's performance and recommend appointments to or, where necessary, removals from, the Board.

Remuneration committee

The Remuneration committee has responsibility for setting remuneration for all Executive Directors and for the Chairman, including pension contributions and any compensation payments. The committee also monitors the level and structure of remuneration for senior management.