Directorate Change

RNS Number : 6214U

FBD Holdings PLC

23 December 2011

FBD Holdings plc

23 December 2011

Directorate Changes

In the 2010 Annual Report of FBD Holdings plc ("FBD" or the "Company") the Board confirmed its commitment to fully meeting the requirements of the UK Corporate Governance Code and the Irish Corporate Governance Annex during the course of 2011 through the refreshment of the membership of the Board and of its Committees. This process of refreshment has been thoroughly planned and progressed by the Nomination Committee and the Board throughout the year. On 30 March 2011 the Board announced the retirements of both Mr. John Donnelly and Dr. Patrick O'Keeffe who had been long serving Directors of the Company. On 29 August 2011, the Board announced the appointment of Mr. Dermot Mulvihill to the Board and to the Audit Committee.

The Board is now pleased to announce the following changes which will complete the process of refreshment ensuring that the composition of the Board, and its Committees, fully complies with the UK Corporate Governance Code and the Irish Corporate Governance Annex.

Appointment of Directors

Mr. Padraig Walshe will join the Board with immediate effect. Mr. Walshe is Chairman of Farmer Business Developments plc, the Company's largest shareholder. He is a past president of COPA, the European farmers' organisation and of the Irish Farmers' Association. Mr. Walshe previously served on the Board of FBD between 2006 and 2010 and has a very good knowledge of the Company's activities. His extensive leadership experience at national and international level and his deep understanding of Ireland's farming community and the Irish food sector will be of immense benefit to the Board. By virtue of his directorship of Farmer Business Developments plc, Mr. Walshe will not be counted by the Board among the proportion of the Board considered as "independent" under the UK Corporate Governance Code and the Irish Stock Exchange's Corporate Governance Annex.

Ms. Brid Horan will also join the Board with immediate effect and will become a member of the Remuneration and Nomination Committees. Ms. Horan is currently Executive Director in ESB, Ireland's largest electricity utility, with responsibility for ESB's Supply business, ESB Electric Ireland, and ESB's internal business services. Previously she was the ESB Group Pensions Manager having joined ESB from KPMG Pension and Actuarial Consulting. Ms. Horan served on the Board and Remuneration Committee of IDA Ireland between 1996 and 2006 and on the Board of the National Pensions Reserve Fund from its establishment in 2001 up to 2009. Ms. Horan brings to the Board broad strategic and commercial experience, an in-depth understanding of HR and reward issues and her experience of corporate governance and risk management.

Director Retirement

Mr. Philip Lynch, who joined the Board in 1996, has retired as a non-executive Director and a member of the Remuneration and Nomination Committees with effect from today's date. The Chairman paid tribute to Mr. Lynch's contribution to the development of FBD during his time as a Director:

"Philip Lynch has been a non-executive Director of the Company since 1996 and the Board and the Company have benefited greatly from his extensive general industry and agri-business sector experience in the period since. As a member of the Nomination Committee, Philip has been a significant contributor to the process of Board refreshment which has culminated in today's announcement and had signalled some time ago his desire and willingness to step down from the Board to facilitate this process, at the appropriate time. I have greatly enjoyed working with him and I wish him very well for the future."

Composition of Committees

The Board also announces the following changes to the Board's Committees.

Audit Committee

From today's date it has been decided that the membership of the Audit Committee will be Vincent Sheridan (Committee Chairman), John Bryan, Sean Dorgan and Dermot Mulvihill, all independent non-executive Directors. The Board is satisfied that all Committee members have the requisite experience to contribute effectively to the business of the Committee.

Remuneration Committee

From today's date it has been decided that the membership of the Remuneration Committee will be Sean Dorgan (Committee Chairman), Michael Berkery, Brid Horan and Vincent Sheridan. All Committee members other than Mr. Berkery are independent non-executive Directors. The Board is satisfied that the Committee members have appropriate and relevant compensation and reward experience to ensure that the work of the Committee is carried out effectively.

Nomination Committee

From today's date it has been decided that the membership of the Nomination Committee will be Michael Berkery (Committee Chairman), Brid Horan, Andrew Langford, Dermot Mulvihill and Johan Thijs.

There were no details requiring disclosure for Mr. Walshe or Ms. Horan under paragraph 6.6.7 (2) to (6) of the Listing Rules of the Irish Stock Exchange and Listing Rule 9.6.13 (2) to (6) of the Listing Rules of the UK Listing Authority.