Board committees

The main role and responsibilities of the Audit committee are set out in written terms of reference.

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In discharging its responsibilities the Audit committee met three times during 2008. It reviewed the interim and final results for the Group prior to their submission to the Board for approval. It approved the Internal Audit Plan and reviewed progress against this plan at intervals during the year. The Chairman and Members of the Audit committee received an executive summary of all audit reports issued by the Internal Audit Department and maintains dialogue with the Group Internal Auditor on a regular basis.

The Company has in place a formal policy on auditor independence and non-audit services, with which the external auditors are required to comply, to ensure that the independence of the auditors is not impaired by the nature of non-audit work. This policy provides that the Group shall not retain its independent auditors to provide services other than audit and audit-related services other than in exceptional circumstances.

The following services are prohibited unless approved under the terms of the Policy:

• bookkeeping or other administrative services related to the Group's accounting records or financial statements;
• financial information systems design and implementation;
• internal audit services;
• management functions, executive searches for the Group Managing Director or Group Finance Director and legal services.

Committee membership:

J Callaghan - Chairman, H Corbally, J Fitzgerald, P Haran, L Herlihy, J Liston, V Quinlan.

The main role and responsibilities of the Nomination committee are set out in written terms of reference.

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Fourteen non-executive Directors are nominated by the Board of Glanbia Co-operative Society Limited (“the Society”) for appointment
to the Board of the Company. For the remaining non-executive and executive Directors, the Nomination committee of the Company
leads the process for Board appointments.

On an ongoing basis, the Nomination committee gives consideration to succession planning for Directors and other senior executives.

Committee membership:

L Herlihy - Chairman, J Callaghan, P Haran, J Liston.

The main role and responsibilities of the Remuneration committee are set out in written terms of reference.

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Remuneration policy is based on attracting, retaining and motivating executives to ensure that they perform in the best interests of
the Group and its shareholders. Performance-related elements of remuneration form a significant proportion of the total remuneration package of executive Directors. The Remuneration committee obtains external advice on remuneration in comparable companies as necessary and has given full consideration to the Combined Code.

Currently the components of the remuneration package for executive Directors are basic salary and benefits, performance-related annual bonus, participation in the 2002 Long Term Incentive Plan, 2008 Long Term Incentive Plan and participation in a defined benefit pension scheme

Details of Directors' emoluments and attributable pension benefits are set out in note 9 and details of share options are included in note 43 in the notes to the financial statements.

Committee membership:

J Liston - Chairman, J Callaghan, J Fitzgerald, P Haran, L Herlihy, V Quinlan.