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Committed to Strong Governance and Ethical Standards Aligned

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Committed to Strong Governance and Ethical Standards Aligned 62 Glanbia plc | Annual Report and Financial Statements 2020 Corporate Governance Report Introduction from the Group Chairman number of our stakeholders to gain an understanding of their Committed to strong perspectives on Glanbia. governance and ethical In particular, I was keen to engage with Glanbia’s largest shareholders, representing over 70% of Glanbia’s issued share capital standards aligned with to schedule introductory virtual meetings with them. In addition to an initial introduction, the purpose of the meetings was to listen to their our core values of respect views on Glanbia and to set out my thinking in relation to the main and integrity. areas of focus for the Board. Due to the Covid-19 pandemic, the 2020 Annual General Meeting (‘AGM’) was held as a closed meeting. Shareholders were invited to follow the proceedings of the AGM by listening via teleconference. All details relating to the AGM were published on the Company’s website: www.glanbia.com/agm. At the AGM, shareholders approved the implementation of a share buyback programme by a 93% majority. However, while the relevant waivers required under Rule 9 and Rule 37 of the Irish Takeover Panel Act 1997, Takeover Rules 2013 giving the Company the authority to implement a share buyback programme within certain specified limits were approved by the independent shareholders by 56% and 70% respectively, these approvals were less than 80%. Accordingly, in compliance with the Code, the Senior Independent Director led an in-depth consultation with shareholders to understand better their concerns. Details of the outcome of this Donard Gaynor consultation were published on 12 August 2020 as part of the Group’s Group Chairman 2020 half year results release to the market and are summarised in the 2020 Board Highlights on page 70. Areas of focus for the Board Dear shareholder, We last met together physically as a Board in February 2020. Since On behalf of the Board, I am delighted to present my first Corporate then, the Board meetings have been held via conference calls with Governance Report for the year ended 2 January 2021. I was several additional unscheduled meetings which were largely focused privileged to be appointed Group Chairman on 8 October 2020 as on our response to the Covid-19 pandemic with three priorities of successor to Martin Keane. I look forward to working with the Glanbia protecting employees, continuing food supply and maintaining the team and my Board colleagues on the successful delivery of strategy Group’s strong financial position being central agenda items to all the and value creation for our stakeholders. On behalf of the Board, meetings. Board deliberations in respect of the Group’s continued I want to thank Martin for his stewardship of the Group, in particular response to the Covid-19 pandemic include the extensive people for his leadership through the current Covid-19 pandemic. and societal impact, business continuity planning, business resilience, risk management, liquidity and funding to ensure that we oversee 2020 was an unprecedented year that challenged all of us in ways and guide the business appropriately at this extraordinary time. that we never imagined. The collective Glanbia spirit has never been stronger and our values are being lived each day in the way As an essential service, we are committed to our purpose to deliver we work together, alongside our customers and suppliers to deliver better nutrition for every step of life’s journey. We take seriously the essential nutrition to sustain people through this pandemic. our responsibility for ensuring the Group is capable of delivering on our long-term strategic objectives and operating in the best interest UK Corporate Governance Code (2018) of our stakeholders. The timing of my first report coincides with the first year in which Glanbia is required to report on its governance under the latest During 2020, the Board also devoted a considerable amount of time Corporate Governance Code, published by the UK Financial to reviewing and monitoring the progress of the Glanbia Performance Reporting Council (FRC) in July 2018 (the ‘Code’). The aim of this Nutrition business transformation programme and the Glanbia Corporate Governance Report is to explain the governance structure, Nutritionals’ acquisition of the Foodarom business. Throughout processes and procedures that are in place at Glanbia and how we 2020 Group strategy, Board renewal, succession planning and talent have applied the principles and complied with the provisions of the management, the share buyback programme and the market migration Code. These governance structures, processes and procedures are to a new electronic share settlement system with Euroclear Belgium designed to ensure we carry out our business in line with applicable post Brexit were also important topics on the Board agenda. laws and regulations and consider the requirements of our relevant stakeholders, including shareholders, in Board discussions and Culture decision-making. The Code emphasises the importance of culture. With the entire world severely affected by the Covid-19 pandemic, the Board’s role In keeping with prior years, details of our governance practices are in promoting and monitoring a healthy and safe culture throughout available in this Corporate Governance Report and the Committee the business is now more important than ever. Bi-annually the Human Reports which follow. Resources & Corporate Affairs Director reports to the Board on HR metrics. These include key employee engagement metrics, further Stakeholder engagement details of which are contained on page 25. In 2020 we also agreed As Group Chairman, a core part of my role is stakeholder a new Diversity and Inclusion strategy aimed at embedding a more engagement as outlined on page 27 and pages 74 and 75. Since my equitable culture within the organisation. appointment as Group Chairman on 8 October 2020, I met with a STRATEGIC REPORT | DIRECTORS’ REPORT | FINANCIAL STATEMENTS | OTHER INFORMATION 63 Board composition, Board renewal on the Group’s employees and operations with detailed risk and Committee changes management presentations from the functional leads in Health and There were a number of changes in the composition of the Board Safety; IT and Food Safety and Quality. The financial impacts to the and Committees during 2020 and early 2021 which are discussed macroeconomic projections and cash flow forecast assumptions in more detail in the Nomination and Governance Committee Report used during the impairment review of goodwill and intangible on pages 90 to 95. balances were also assessed. Following detailed review, the Audit Committee is satisfied that the current remote working environment From a governance perspective the most significant changes to the is not unduly impacting our financial reporting systems and controls Board were: and that the internal and external audit processes remain effective. 1. In accordance with the amended and restated Relationship Agreement dated 2 July 2017 (the ‘Relationship Agreement’) Nomination and Governance Committee between the Company and Glanbia Co-operative Society Limited During the year, the key focus of the Nomination and Governance (the ‘Society’), the appointment of an Independent Non-Executive Committee was, in accordance with the Relationship Agreement, Director as Group Chairman, the reduction in 2020 of the number the appointment of an Independent Non-Executive Director as Group of Non-Executive Directors nominated by the Society (‘Society Chairman. On 5 October 2020 the Board approved my appointment Nominee Directors’) from eight to seven consequently reducing the as Group Chairman with effect from 8 October 2020. The recruitment overall size of the Board from 16 to 15 Directors. Society Nominee and selection of new Independent Non-Executive Directors was Directors, Jer Doheny and Eamon Power retired from the Board at also a major priority for the Committee which successfully resulted the conclusion of the 2020 AGM and John Murphy was nominated in the appointment of Jane Lodge, Roisin Brennan and Paul Duffy by the Society to join the Board on 8 October 2020. I thank Jer and to the Board. Eamon for their service and commitment to the Board during their tenure and wish them success for the future; Remuneration Committee 2. The strategic decision on 23 February 2021 by the Society to reduce The Directors’ Remuneration Policy was last approved at the its representation on the Board (from seven to three by 2023) in order Company’s 2018 AGM. In the current unprecedented environment, to facilitate the appointment of additional Independent Non-Executive the Company has decided to defer its Remuneration Policy Review Directors and further strengthen the diversity of the Board; and to 2022 in accordance with the European (Shareholder Rights) 3. In line with the decision referred to in 2 above a reduction in the Regulations 2020 (‘SRD II’). The decision to defer the policy renewal size of the Board from 15 to 13 by 2023. until 2022 was supported by a thorough review of the current Directors’ Remuneration Policy by the Remuneration Committee. The Society and the Company plan to formally amend the Relationship This review indicated that the current Directors’ Remuneration Agreement to reflect the changes agreed on 23 February 2021, Policy remains appropriate to support the business, is aligned details of which are contained in the Nomination and Governance with shareholders’ interests and remains fit for purpose. Committee Report on page 92. Looking ahead Richard Laube, John Daly and Mary Minnick stepped down as I hope you find this Corporate Governance Report helpful in Independent Non-Executive Directors from the Board effective understanding the arrangements and processes we have in place and 28 February 2020, 1 November 2020 and 31 December 2020 what we have done to comply with the recommendations of the Code. respectively. I thank Richard, John and Mary for their integrity and valuable contributions to the Board during their tenure.
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