Corporate governance

Board leadership and purpose

The Company is committed to high standards of corporate governance, and the Board is responsible for ensuring those high standards are achieved.

Greencoat Renewables plc has a Board of independent non-executive Directors and is chaired by Rónán Murphy, former Senior Partner of PwC Ireland.

Our Board

Corporate governance

Greencoat Renewables plc is committed to high standards of corporate governance and the Board is responsible for ensuring those high standards are achieved. Companies admitted to trading on the AIM or Euronext Growth Market are not required to comply with the UK Corporate Governance Code or the Irish Corporate Governance Annex. Given the commitment to good governance practice, the Board complies with the principles of good governance contained in the UK Code and the Irish Annex insofar as they are appropriate given the size of the Company and its operations and on the basis described below.

Greencoat Renewables plc is a member of the Association of Investment Companies and applies the Code of Corporate Governance issued by the Association of Investment Companies in the UK (the ‘AIC Code’). The AIC Code provides boards with a framework of best practice in respect of the governance of investment companies in the UK. While the Company is not an ‘‘investment company’’ under the Companies Act, it shares key important characteristics with such companies, e.g. it has no employees and the tasks of portfolio management and risk management are delegated to the Investment Manager.

The provisions of the AIC Code do not comprise firm rules with which companies seeking admission to the AIM or the Euronext Growth Market are obliged to comply. However, compliance with the provisions of the AIC Code is viewed as a statement of corporate governance best practice. The AIC Code addresses the governance issues relevant to investment companies and enables boards to satisfy any provisions applied under the UK Code. The Financial Reporting Council has confirmed that investment companies which report against the AIC Code and follow its requirements will also be meeting their obligations under the UK Code.

The Board

The Board comprises five non-executive Directors: Rónán Murphy (the Chairman), Emer Gilvarry, Marco Graziano, Eva Lindqvist and Niamh Marshall. Each of the non-executive Directors (including the Chairman) is regarded as an independent Director.

The Company has the following committees:

Audit Committee

The Board delegates certain responsibilities and functions to the Audit Committee, which consists of Niamh Marshall, Emer Gilvarry, Marco Graziano and Eva Lindqvist.

The Audit Committee, chaired by Niamh Marshall, will meet at least twice a year. The members of the Audit Committee consider that they collectively have the requisite skills and experience to fulfil the responsibilities of the Audit Committee.

The Audit Committee reviews the scope and results of the external audit each year and the independence and objectivity of the external auditors, including the provision of any non-audit services. The Audit Committee also keeps under review the effectiveness of Greencoat Renewables plc's financial reporting and internal control policies and procedures.

Audit Committee Terms of Reference

Management Engagement Committee

Greencoat Renewables plc has established a Management Engagement Committee which comprises all the Directors, and the Chair is Rónán Murphy. The Management Engagement Committee will meet at least once a year. The Management Engagement Committee’s main function is to keep under review the performance of the Investment Manager and review and make recommendations on any proposed amendment to the Investment Management Agreement. The Management Engagement Committee will also perform a review of the performance of other key service providers to the Group.

Management Engagement Committee's Terms of Reference

Nomination Committee

Greencoat Renewables plc has established a Nomination Committee which comprises all of the Directors, and the Chair is Marco Graziano. The Nomination Committee’s main function is to review the structure, size and composition of the Board regularly and to consider succession planning for Directors. The Nomination Committee will meet at least once per year.

Nomination Committee's Terms of Reference

Remuneration Committee

Greencoat Renewables plc has established a Remuneration Committee which comprises all of the Directors, and the Chair is Emer Gilvarry. The Remuneration Committee’s main functions are to determine and agree the Board policy for the remuneration of Directors, review any proposed changes to the remuneration of the Directors and review and consider any additional ad hoc payments in relation to duties undertaken over and above normal business. The Remuneration Committee will meet at least once per year.

Remuneration Committee's Terms of Reference