IE-Annual-Report-&-Review-2024

Board subcommittees – their terms of reference have been formalised and these are regularly reviewed and updated. The next formal review is scheduled for Q4 2025. Updates on the activities of committees during the period between AGMs (the reporting period), are provided below. The Governance, Nomination and Remuneration Committee was established pursuant to Articles 34 and 57 of the Company’s Constitution for the purpose of monitoring, considering and reporting on matters relating to the nomination and remuneration of Directors and officers, and the governance of the Company. The committee met frequently during the reporting period to fulfil its responsibilities set out in its terms of reference and on these occasions: ▶ Governance – advised the Board on the effective governance of the Company with the overriding objective of ensuring accountability, fairness, responsiveness and transparency in the conduct of the business of the Company. ▶ Nominations – considered potential candidates and issued recommendations for nominations for appointment to the Board in respect of vacancies arising. One ongoing vacancy remained in respect of a seat reserved for an official of the Department to be nominated by the Minister for Communications, in accordance with Article 4 of the Constitution. ▶ Remuneration – issued recommendations in relation to the remuneration of the Directors for consideration by the board and recommendation to the members of the Company at the AGM, in accordance with Article 35 of the Constitution. Issued recommendations in relation to remuneration of the chief executive for consideration by the board pursuant to Article 33 of the Constitution. The Business Development Committee was formally established on 9 May 2024 pursuant to Articles 34 and 57 of the Company’s Constitution for the purpose of pursuing new revenue opportunities and generating profitable business revenue from within the current core business. The committee met five times during the reporting period to fulfil its responsibilities set out in its terms of reference and on these occasions: ▶ Reported to the Board on progress with commercialisation of new business activities, ▶ Reported to the Board on activities’ alignment with the strategic, commercial, reputational and resourcing parameters within which the organisation operates, ▶ Reported to the Board on its assistance to the Executive in assessing an appropriate momentum and cadence for the development of revenue generating activities, ▶ Issued observations for Board consideration of the risk profile of emerging new opportunities being considered, ▶ Issued observations on the operation of control procedures, stop-breaks and guardrails in place ▶ Provided recommendations to the Board on areas requiring additional resources. ▶ Reported to the Board on how it has discharged its duties and key responsibilities. The Investment Committee met five times during the reporting period and on these occasions: ▶ Issued a series of quarterly reports to the Board. ▶ Monitored the investment returns and portfolio performance compared to pre-selected benchmarks, using reports provided by the Investment Portfolio discretionary manager and the Company’s Investment Adviser to assess the performance of the various asset classes held within the .IE investment portfolio. ▶ Monitored the implementation of the updated investment strategy in the context of the Corporate Strategy 2024. ▶ Reviewed compliance with the corporate Investment Risk Profile, the benchmark volatility level and the desired real rates of long-term returns required on the portfolio. ▶ Reported to the Board on how it has discharged its duties and key responsibilities. The terms of reference of the Audit and Risk Committee (ARC) were expanded during 2024 to include risk. Its name was changed to the Audit and Risk Committee (ARC). The Terms of Reference were updated accordingly, to reflect its increased roles and responsibilities. The ARC met three times during the reporting period and on these occasions: ▶ Confirmed that the financial reporting framework that has been applied in the preparation of the financial statements is the Companies Act 2014 and FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, issued by the Financial Reporting Council and promulgated by the Institute of Chartered Accountants in Ireland. ▶ Met with the external financial auditors in the absence of the Executive, in accordance with governance best practice. ▶ Approved the annual report and accounts for the year to 31 December 2024 under delegated authority from the Board. ▶ Considered the performance of the external financial auditors and provided feedback to them. ▶ Assessed the effectiveness of the .IE control environment to ensure appropriate attention and resources are in place to achieve enterprise risk management objectives, including considering the effectiveness of enhanced controls arising from the Government’s designation of the Company in 2019 as an Operator of Essential Services. ▶ Reported to the Board on how it has discharged its duties and key responsibilities. Standing agenda items at each committee meeting advise of any whistleblowing concerns (no instances during the reporting period). The company has well-developed risk management processes. ARisk Report belowprovidesmore information. Governance IE Domain Registry CLG t/a .IE / Annual Report & Review 2024 10