1. THE EVOLVING ROLE OF THE INED JOHN HARTY

2. Harty International Executive Search John Harty A look back to 2008 Where are we now today What does the future look like HARTY INTERNATIONAL EXECUTIVE SEARCH

3. Limerick HARTY INTERNATIONAL EXECUTIVE SEARCH

4. Dublin HARTY INTERNATIONAL EXECUTIVE SEARCH

7. Harty International Today Harty International Dublin London Global Locations Germany China South Africa USA Each office focuses its business on NED appointments 16 locations globally HARTY INTERNATIONAL EXECUTIVE SEARCH

8. Harty International Executive Search Pre 2009 Senior management Executive Roles Occasional INED posts 2009 - 2015 50% INED 50% CXO 90% Financial Services 10% Indigenous PLC Entities HARTY INTERNATIONAL EXECUTIVE SEARCH

11. 2009 - 2011 HARTY INTERNATIONAL EXECUTIVE SEARCH

12. The INED was born! NED no longer the NED NED was now the INED HARTY INTERNATIONAL EXECUTIVE SEARCH

13. Technical Specialist on Financial Services Boards Audit Chair Risk Chair Technical Specialism – Actuarial or Product Specialist in Insurance sector HARTY INTERNATIONAL EXECUTIVE SEARCH

14. 2012 - 2015 HARTY INTERNATIONAL EXECUTIVE SEARCH

15. Diversity Survey by… HARTY INTERNATIONAL EXECUTIVE SEARCH

16. Most directors want more diversity on corporate boards THE majority of company directors in Ireland feel there are imbalances regarding diversity, expertise and age of those on corporate boards HARTY INTERNATIONAL EXECUTIVE SEARCH

17. Most directors want more diversity on corporate boards The study also found that 82% of respondents feel there is a disparity between men and women at the board room table HARTY INTERNATIONAL EXECUTIVE SEARCH

18. GENDER QUOTAS: 43% of Irish directors are in favour of the introduction of gender quotas at the boardroom table 36% feel it would have a negative impact 21% were undecided Most directors want more diversity on corporate boards HARTY INTERNATIONAL EXECUTIVE SEARCH

19. 2012 – to date HARTY INTERNATIONAL EXECUTIVE SEARCH

20. Choosing the board You would like sit on…. HARTY INTERNATIONAL EXECUTIVE SEARCH

21. Please list in order of importance each of the following factors when considering a board position Please list in order of importance, where one is the most important and 5 is the least, each of the following factors when considering a board position: HARTY INTERNATIONAL EXECUTIVE SEARCH

22. Research Findings Since 2008 Corporate Governance has developed and moved centre stage The calibre of INED has increased significantly The role of the specialist INED is clearly defined Since 2012 we have seen a significant move towards balance at the board room table We have seen increased and proactive steps towards diversity Increased awareness re Technology, Digital, Customer HARTY INTERNATIONAL EXECUTIVE SEARCH

23. Questions Asked in Board Room today: Who is the Digital INED at the board? Who is the Technology INED ? Who understands the customer clearly? Who on the INED team can provide an alternate sector insight on customer …. Who can challenge the status quo ! HARTY INTERNATIONAL EXECUTIVE SEARCH

24. The Future The Technology expert at the board table Diversity a constant theme: Sectorial; Specialist; Generational; Digital; not just Gender ! Induction programmes & ongoing training for INEDs and Chairmen Changing Regulatory Environment a constant theme – multijurisdictional Enhanced Regulation which is more business enabling HARTY INTERNATIONAL EXECUTIVE SEARCH

25. What else have we learned… Adaptability of the INED ability to adapt to change in an ever changing global & consumer market driven environment Boardroom Evaluation & Assessment regular re-evaluation & monitoring of the board room team and the balance of the NED and INED team HARTY INTERNATIONAL EXECUTIVE SEARCH

26. The Regulator and the board In the past much of the onus would have fallen on the CEO, today there is a big responsibility placed with the Chairman to develop relationships with the regulator, which are based on a strong trust. With significantly enhanced regulation – the Chairman must be able to demonstrate that INEDS and Committee Chairs aren’t just doing a “rubber stamping” process, but are actively engaged in their roles. HARTY INTERNATIONAL EXECUTIVE SEARCH

27. Managing the Board – The Chairman Attracting the best INEDs – INEDs are exposed to far greater risk today. To attract the best, remuneration must reflect this level of risk, but the Chairman must also create an attractive environment at the board room. Focus on Strategy – While regulatory requirements must be adhered to, it is imperative that the Chairman establishes a structure that allows the board to focus on strategy. Committees - It was agreed unanimously that committees should reflect the composition of the main board, in terms of viewpoints, background, experience etc. and that the Chairman should delegate to these committees via the relevant chairs. HARTY INTERNATIONAL EXECUTIVE SEARCH

28. White Paper Series… The Future of Financial Services Boards Effective Alignment of Non Executive Directors The Role of the Chairman Both whitepapers available at the rear of the room. HARTY INTERNATIONAL EXECUTIVE SEARCH

29. Thank you John Harty Director – Harty International