DIRECTOR S’ REP ORT Non-executive directors

Linda Linda Hickey was appointed to the Board in June 2013, and is appointed as the Senior Independent Director
Hickey and the Workforce Engagement Director.

The Board
(Age 60) Relevant skills & experience: Linda was previously the Head of Corporate Broking at Goodbody Capital
The Board is committed to high Ireland Markets where she worked closely with multi-national corporates and the investor community. Prior to that
standards of corporate governance Independent Linda worked at NCB Stockbrokers in Dublin and Merrill Lynch in New York. Her considerable knowledge and
experience of capital markets and corporate governance provide important insights to the Board.
and aims to embed our core Qualifications: B.B.S.
values of honesty, integrity and External appointments: Non-executive director of Cairn Homes plc and Greencore Group Plc.
compliance in everything we do. Michael Michael Cawley was appointed to the Board in May 2014.
Cawley Relevant skills & experience: Michael is a chartered accountant, and was formerly Chief Operating Officer &
(Age 67) Deputy Chief Executive of Ryanair. His extensive international financial and business experience as well as his
Ireland role on other audit committees are an asset to the Board and to the Audit & Compliance Committee.
Independent Qualifications: B. Comm., F.C.A.
External appointments: Chairman of Hostelworld Group plc, and non-executive director of Flutter
Entertainment plc and Ryanair Holdings plc.
Non-Executive Chairman
John John Cronin was appointed to the Board in May 2014.
Jost Jost Massenberg was appointed to the Board in February 2018, and was appointed as Non-Executive Cronin Relevant skills & experience: John is a qualified solicitor, and formerly partner and chairman of McCann
Massenberg Chairman of Kingspan in 2021. FitzGerald. He has more than 30 years’ experience in corporate, banking, structured finance and capital
(Age 62)
(Age 65) Relevant skills & experience: Jost is the former Chief Executive Officer of Benteler Distribution International Ireland markets matters. He is a member of the International Bar Association and is a past President of the British
Germany GmbH, and prior to that he was the Chief Sales Officer and a member of the executive board of ThyssenKrupp Independent Irish Chamber of Commerce. His valuable legal, corporate governance and capital markets experience brings
Independent Steel Europe AG. As Chairman, he brings to bear more than 30 years’ industry experience in European steel a unique perspective to the Board.
and major manufacturing businesses, as well as his broad leadership experience as a chairman and non- Qualifications: B.A. (Mod) Legal Science; Solicitor in Ireland and England & Wales.
executive director of other companies.
External appointments: Non-executive director of the Dublin Theatre Festival Limited.
Qualifications: PhD Business Admin.
Anne Anne Heraty was appointed to the Board in August 2019.
External appointments: Chairman of VTG Aktiengesellschaft, and a non-executive director in a number of Heraty
large private companies. Relevant skills & experience: Anne is the founder and former Chief Executive Officer of Cpl Resources plc. She
(Age 61) has over 20 years’ experience running an international recruitment and outsourcing business and is currently
Chief Executive Officer on the board of IBEC, having previously held a number of other public and private non-executive directorships,
Ireland
Gene M. Gene Murtagh is the Group Chief Executive Officer. He was appointed to the Board in November 1999. Independent and brings this broad business and entrepreneurial experience to the Board.
Murtagh Relevant skills & experience: Gene joined the Group in 1993, and was appointed CEO in 2005. He was Qualifications: B.A. in Mathematics & Economics.
(Age 50) previously the Chief Operating Officer from 2003 to 2005, and prior to that he was managing director of External appointments: Non-executive director of Cpl Resources plc.
Ireland the Group’s Insulated Panels business and of the Water & Energy business. He leads the development of Éimear Éimear Moloney was appointed to the Board in April 2021.
the Group’s strategy and has a deep knowledge of all of the Group’s businesses and the wider construction Moloney
materials industry. Relevant skills & experience: Éimear was previously a senior investment manager in Zurich Life Assurance (Irl)
(Age 51) plc and has excellent knowledge and experience of capital markets and asset management. She is a fellow
Executive directors Ireland of the Institute of Chartered Accountants in Ireland, and a member of the Institute of Directors in Ireland. In
Geoff Geoff Doherty is the Group Chief Financial Officer. He joined the Group and was appointed to the Board in Independent addition to her business and financial expertise, Éimear also brings valued compliance experience from the
Doherty January 2011. pharmaceutical manufacturing environment to the Board and the Audit & Compliance Committee.
Relevant skills & experience: Prior to joining Kingspan, Geoff was the Chief Financial Officer of Greencore Qualifications: B.A. Accounting & Finance; MSc. Investment and Treasury.
(Age 50)
Ireland Group plc and Chief Executive of its property and agribusiness activities. He is a qualified chartered External appointments: Non-executive director of Hostelworld Group plc, Yew Grove REIT plc, and Chanelle
accountant, with extensive experience of capital markets and financial management in an international Pharmaceuticals Group.
manufacturing environment. Paul Paul Murtagh was appointed to the Board in April 2021.
External appointments: Non-executive director of Ryanair Holdings plc. Murtagh Relevant skills & experience: Paul is the chairman and CEO of Tibidabo Scientific Industries Ltd, and was
Russell Russell Shiels is President of Kingspan’s Insulated Panels business in the Americas as well as Kingspan’s global (Age 48) formerly the chairman and CEO of Faxitron Bioptics LLC and chairman of Deerland Probiotics & Enzymes Inc.
Shiels Data & Flooring business. He joined the Board in December 1996. United States Previously he worked in investment banking at Merrill Lynch & Co. in New York and Sydney. He brings to the
Relevant skills & experience: Russell has experience in many of the Group’s key businesses, and was previously of America Board his excellent understanding of the US market and his significant experience in building successful
(Age 60) global businesses.
United States Managing Director of the Group’s Building Components and Raised Access Floors businesses in Europe. He
of America brings to the Board his particular knowledge of the building envelope market in the Americas, as well as his Qualifications: B. Comm International.
understanding of the office and data centre market globally. External appointments: Non-executive director of a number of private companies.
Gilbert Gilbert McCarthy is Managing Director of the Group’s Insulated Panels businesses in the UK, Ireland, Western Company Secretary
McCarthy Europe, Middle East and Australasia. He was appointed to the Board in September 2011.
Lorcan Lorcan Dowd was appointed Head of Legal and Group Company Secretary in July 2005.
(Age 50) Relevant skills & experience: Gilbert joined the Group in 1998, and has held a number of senior management
Dowd Relevant skills & experience: Lorcan qualified as a solicitor in 1992. Before joining Kingspan he was Director
Ireland positions including managing director of the Off-Site division and general manager of the Insulation business.
He brings to the Board his extensive knowledge of the building envelope industry, in particular in Western (Age 53) of Corporate Legal Services in PwC in Belfast, having previously worked as a solicitor in private practice.
Europe and Australasia. Ireland

Board Committees: Audit & Compliance Nominations & Governance Remuneration Board Committees: Audit & Compliance Nominations & Governance Remuneration

68 - 69 Kingspan Group plc Annual Report & Financial Statements 2021 The Board
DIRECTOR S’ REP ORT

Report of the
Nominations &
Governance Committee
Jost Massenberg

As a Board, we strive to continue to enhance our corporate governance

The Kingspan Board practice and disclosure to ensure we not only meet the standards expected
recognises that the of us but, more importantly, we promote the success of the business for all of
our stakeholders. At the heart of those efforts is an entrepreneurial Board that
values, integrity and adheres to high standards of governance.
behaviours that shape
Throughout 2021, the Board continued to refine and improve our corporate
our culture and corporate governance practice in line with the principles of the 2018 UK Corporate
governance are the Governance Code (the ‘Code’). We consistently strive to ensure that our
reporting continues to be meaningful in detailing how we integrate the Code’s
foundation of long- principles within our decision making. We continue to make enhancements to our
term success. governance processes and this translates to less governance risk, based on our
purpose, values, strategy, business and outlook. We are committed to ensuring
that our long-term ambitions go hand in hand with high standards of corporate
governance, as well as a Board equipped with an abundance of diversity,
experience and expertise.

One significant change during 2021 was the retirement of the Company’s
founder, Eugene Murtagh, as Chairman and non-executive director of the
Board after 55 years at its helm. I was honoured to succeed him as independent
non-executive Chairman, and I look forward to working with my fellow directors
to shape the Board for the future. Part of this reshaping of the Board included
the appointment of two new non-executive directors, Éimear Moloney and Paul
Murtagh, who bring fresh thinking and challenge to the Board. Further details
of this refreshment process are set out in this Report of the Nominations &
Governance Committee. Also, as part of planning for the future, we are currently
carrying out the external evaluation of the Board, its committees and structures,
and I will report on the key outcomes of this review in next year’s Annual Report.

During the year, we had the pleasure of engaging with major shareholders and
stakeholders on a number of occasions and I would like to thank all of those
who provided their views on governance, remuneration and strategy to the
Board during our various engagements. We look forward to continuing these
conversations both in the run up to and following our Annual General Meeting
this year.

Jost Massenberg
Chairman

70 - 71 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Nominations & Governance Committee
This statement outlines how Stakeholder views through participation in our graduate Governance, and Remuneration. members of each committee as at respective reports as set out
Kingspan has applied the The Board notes the importance of and management development All committees of the Board have the date hereof, and the date of their in this Annual Report.
principles and complied with the principle underpinning Provision programmes, although site visits written terms of reference setting out first appointment to the committee,
the provisions set out in the UK 5 of the Code, which asks Boards and further face-to-face meetings their authorities and duties - these are set out in the table below. The Attendance at Board and
Corporate Governance Code to have regard for engagement remained restricted. In addition, in terms are available on the Group’s details of each committee’s activities Committee meetings are set
(July 2018) (the ‘Code’) and mechanisms with stakeholders. The 2021 we commenced a programme, website www.kingspan.com. The during the year are detailed in their out in the table below.
the Irish Corporate Governance Board recognises its responsibilities working with external advisers, to
Annex (the ‘Annex’). in this respect and other sections in develop wider employee engagement
this Annual Report set out clearly across the Group which will in time Audit & Compliance Committee
Both the Code and the Annex can be the long-lasting partnerships we develop a deeper dialogue on a broad
obtained from the following websites have developed with customers, range of issues including culture, Michael Cawley (Chair) Appointed 2014 Independent
respectively: www.frc.org.uk and suppliers and communities. We are vision, health & well-being, and Anne Heraty Appointed 2019 Independent
www.euronext.com also aware of the importance of training & development. This process
engagement with the workforce to of engagement will allow the Board to Éimear Moloney Appointed 2021 Independent
the development of strategy as well as consistently assess and monitor the Nominations & Governance Committee
Statement of compliance uncovering of risk and promoting new evolution of the Company’s corporate
The directors confirm that the opportunities. Linda Hickey has been culture, while promoting the ability of Jost Massenberg (Chair) Appointed 2019 Independent
Company has throughout the appointed as the director responsible the workforce to raise concerns. John Cronin Appointed 2014 Independent
accounting period ended 31 December for workforce engagement to
2021 complied with the provisions of facilitate the channelling of employee Board committees Linda Hickey Appointed 2021 Independent
the UK Corporate Governance Code views to Board discussions. During the The Board has established three Remuneration Committee
(July 2018) and the Irish Corporate year, she had the opportunity to hear standing committees: Audit &
Governance Annex, as set out below. employee views on a range of topics Compliance, Nominations & Linda Hickey (Chair) Appointed 2015 Independent
Michael Cawley Appointed 2014 Independent
Anne Heraty Appointed 2021 Independent

Attendance at Board and Committee meetings

during the year ended 31 December 2021
Audit & Nominations
Board Remuneration
Compliance & Governance
A B A B A B A B
Eugene Murtagh* 1 1 1 1
Jost Massenberg 6 6 3 3
Gene M. Murtagh 6 6 3 3
Geoff Doherty 6 6
Russell Shiels 6 6
Gilbert McCarthy 6 6
Linda Hickey 6 6 2 2 4 4
Michael Cawley 6 6 4 4 4 3
John Cronin 6 6 3 3
Anne Heraty 6 6 4 4 3 3
Bruce McLennan* 1 1 1 1 1 1 1 1
Éimear Moloney** 5 5 3 3
Cilla em Guarapuava
Parana, Brazil Paul Murtagh** 5 5
Insulated Panels
Evolution and Concept Column A - indicates the number of meetings held during the period the director was a member of the Board and/or Committee.
Panels Column B - indicates the number of meetings attended during the period the director was a member of the Board and/or Committee.
* Retired as a director as of 30 April 2021
** Appointed as a director as of 30 April 2021

72 - 73 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Nominations & Governance Committee
Board composition and remuneration, succession etc. The understanding of the Board and the shall be not less than three members The main features of the g The review and analysis of
responsibilities Company has procedures whereby Kingspan Group, providing continuity present in person or by proxy and Group’s internal control and risk results by the Chief Financial
There is a clear division of directors (including non-executive and stability of Board leadership for entitled to vote. All ordinary shares management systems that relate Officer and the auditors
responsibilities within the Group directors) receive formal induction the period ahead. rank pari passu and carry equal specifically to the Group’s financial with the management of
between the Board and executive and familiarisation with Kingspan’s voting rights. Every member present reporting processes are: each division;
management, with the Board business operations and systems Also, at the conclusion of last year’s in person or by proxy shall upon a
g Consideration by the Audit &
retaining control of strategic and on appointment, including trips to Annual General Meeting, Bruce show of hands have one vote and g Budgets and strategic plans
Compliance Committee of the
other major decisions. The Chairman manufacturing sites with in-depth McLennan retired as a non-executive every member present in person or are approved annually by the
outcomes from the annual risk
leads the Board and is responsible for explanations of the processes involved director of the Board and the Board by proxy shall upon a poll have one Board and compared to actual
assessment of the business;
its overall effectiveness in directing at the site. thanked him for his contribution to vote for each share of which they are performance and forecasts on a
the Company. One of the key roles for the Group over the previous six years. the holder. In the case of an equality monthly basis; g The review of internal and
the Chairman in doing so is promoting Board changes of votes, the Chairman shall, both external audit management
g Sufficiently sized finance
a culture of objectivity, openness and During the past year, we continued Shareholders’ meetings and rights on a show of hands and at a poll, letters by the Chief Financial
teams with appropriate level of
debate. In addition, the Chairman to deliver on the objective of The Company operates under the have a casting vote. Further details Officer, Head of Internal Audit
experience and qualifications
facilitates constructive Board relations continuous refreshment and renewal Irish Companies Act 2014 (the of shareholders rights with respect to & Compliance and the Audit &
throughout the Group;
and the effective contribution of all at Board level, which we believe ‘Act’). This Act provides for two the General Meetings are set out in Compliance Committee; and
non-executive directors, and ensures brings fresh thinking and constructive types of shareholder meetings: the Shareholder Information section g Formal Group Accounting Manual the follow up of any critical
that directors receive accurate, timely challenge to the Board. the Annual General Meeting of this Annual Report. in place which clearly sets out management letter points
and clear information. (‘AGM’) with all other meetings the Group financial policies in to ensure issues highlighted
In 2021, the Company was pleased being called Extraordinary General Internal control and risk addition to the formal controls; are addressed.
The balance of skills, background to announce two new appointments Meetings (‘EGM’). management systems
g Formal IT and treasury policies
and diversity of the Board contributes to the Board: Éimear Moloney The Board confirms that there is In addition, the remit of the
and controls in place;
to the effective leadership of the joined as an independent non- The Company must hold an AGM an ongoing process for identifying, Audit & Compliance Committee
business and the development of executive director and Paul Murtagh each year in addition to any other evaluating and managing any g Centralised tax and treasury was extended in 2020 to include
strategy. The Board’s composition as a non-executive director. These shareholder meeting in that year. significant risks faced by the Group. functions; reviewing the effectiveness of the
is central to ensuring all directors appointments broaden the skillset The AGM is an important forum This process has been in place for controls and processes relating to
g Sales are submitted and reviewed
contribute to discussions. As and diversity of the Board while for shareholders to meet with and the year under review and up to the product compliance by:
on a weekly basis whilst full
outlined below, the Board continues reflecting our increasingly global hear from Company directors. The date of approval of the financial
reporting packs are submitted
to review its composition to ensure footprint as a business. A breakdown ordinary business of an AGM is to statements, and it is regularly g Reviewing reports from the
and reviewed on a monthly
appropriate refreshment and renewal of the background and skillset of receive and consider the Company’s reviewed by the Board in compliance Group Head of Compliance
basis; and
which is essential to bringing fresh all of the non-executive directors, Annual Report and statutory with ‘Guidance on Risk Management, relating to product compliance,
thinking to Board discussions and a central tenet of promoting Board financial statements, to review Internal Control and Related Financial g Internal audit function review certification and accreditation,
constructive challenge to the Board’s effectiveness, is provided in the table the affairs of the Group, to elect and Business Reporting’ issued by the financial controls and report including implementation
decision making. later in the report. directors, to declare dividends, to Financial Reporting Council. results/findings on a quarterly status of the Group’s ISO 37301
appoint or reappoint auditors and basis to the Audit & Compliance Compliance Management
As a means of fostering challenge Following the conclusion of last year’s to fix the remuneration of auditors The Board has delegated responsibility Committee. Systems targets;
and director engagement, the Annual General Meeting, Eugene and directors. At the 2021 AGM, to the Audit & Compliance
g Auditing compliance with the
non-executive directors, led by the Murtagh, Kingspan’s founder and shareholders were provided with the Committee to monitor and review the The main features of the
Group Marketing Integrity
senior independent director, meet Chairman, retired after leading facility to fully participate on-line Group’s risk management and internal Group’s internal control and
Manual incorporating the CCPI
without the Chairman present the Group for more than 55 years. using the latest technology platforms. control processes, including the risk management systems that
best practice principles;
at least annually. Likewise, the The Board as a whole expressed The Board is committed to using financial, operational and compliance relate specifically to the Group’s
Chairman holds meetings with the its deep gratitude to Mr Murtagh technology solutions which offer controls. This is done through detailed consolidation process are: g Monitoring the culture of
non-executive directors without for his vision and leadership over shareholders the opportunity to discussions with management and compliance across the Group.
the executives present. In each of those years, and awarded him the attend and vote on-line, as well as in the executive directors, the review g The review of reporting packages
these settings, there is a collegiate honorary title of President Emeritus. person, which in line with developing and approval of the internal audit for each entity as part of the year Further information on the risks
atmosphere that also lends itself Following a comprehensive and trends elsewhere, would facilitate reports, which focus on the areas of end audit process; faced by the Group and how they
to a level of scrutiny, discussion considered process, the Nominations a wider global participation by our greatest risk to the Group, and the are managed are set out in the Risk
g The reconciliation of reporting
and challenge. & Governance Committee shareholders at our AGM, whilst still external audit reports, as part of both & Risk Management section of this
packages to monthly
recommended the Board appoint Jost providing them with equivalent rights the year end audit and the half year Annual Report.
management packs as part of
All directors have access to the Massenberg as independent non- to vote and ask questions. process, all of which are designed
the audit process and as part of
advice and services of the Company executive Chairman, to succeed Mr to highlight the key areas of control Leadership and Board renewal
management review;
Secretary. Where necessary or Murtagh. Mr Massenberg has more The Chairman of the Board of weakness in the Group. Further details The Nominations & Governance
requested, directors can also avail than 30 years’ industry experience Directors shall preside as chairman of the work conducted by the Audit & g The validation of consolidation Committee (the ‘committee’),
of independent third-party advice in European steel and international of every general meeting and in his Compliance Committee in this regard journals as part of the leads the process for appointments
on Company issues or relevant manufacturing businesses, and absence, one of the directors present is detailed in the Report of the Audit & management review process and while ensuring plans are in place for
Board matters – including, but since his appointment to the Board will act in the capacity of chairman. Compliance Committee contained in as an integral component of the orderly succession to both the Board
not limited to matters such as in 2018, he has gained a valuable The quorum for a general meeting this Annual Report. year end audit process; and senior management positions.

74 - 75 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Nominations & Governance Committee
In April this year, Éimear Moloney It is to be noted that half of the an international (non UK/Irish) g The on-going renewal and executive directors. Linda Hickey is In addition to these considerations,
and Paul Murtagh were appointed to current independent non-executive background, as Kingspan is attracting refreshment of the Board, and the senior independent director on at the time of Mr Cronin’s
the Board on the recommendation directors will come to the end of their more and more diversity into senior its potential reshaping over the Board. The senior independent appointment, we engaged with ISS
of the committee. In considering nine-year terms in the next 15 months, leadership roles. future years; director provides a sounding board to discuss the steps we had taken to
candidates for appointment as and ordinarily would then retire in for the Chairman and serves as an avoid any potential for a conflict of
g The role of the committees,
non-executive directors, the accordance with the Company’s usual The non-executive directors on the intermediary for the other directors interests. Both parties were satisfied
including in particular the
committee remains guided by the practice. The other half have been on Board currently have the mix of and shareholders when necessary. at the time that the relationship
expanded role of the Audit
principle that all appointments will the Board for three years or less. Given skills and experience as set out in The directors consider that there is was not likely to impact Mr Cronin’s
& Compliance Committee;
be made based on merit and skills, the transition to the newly appointed the table below. strong independent representation independence as a director, and the
but having regard, where possible to independent Chairman during the g The transition to the new on the Board. Company agreed to disclose annually
diversity of gender, age, nationality year, and the potential for renewing Performance evaluation independent Chairman; the fees paid to McCann FitzGerald
and ethnicity. The committee and reshaping the Board in the coming Kingspan has in place formal The Board has had due regard as a related party transaction.
g Board culture.
considered whether or not to engage years, the committee agreed to extend procedures for the evaluation of its to various matters which might
a firm of consultants to assist in the term of Linda Hickey, the Senior Board, committees and individual Details of the outcome of the affect, or appear to affect, the In these circumstances the Board
the process of recruiting new non- Independent Director, for a further directors. The purpose of this formal evaluation will be provided in next independence of certain of the continues to be satisfied that Mr
executive directors, and agreed that period of up to three years (subject evaluation is to ensure that the year’s Annual Report. directors. The Board considers that Cronin remains fully independent,
in order to ensure best fit with the to annual re-election at the AGM). Board of Directors (on a collective each of the non-executive directors and that there was no material
Company, it would use the knowledge It is considered that this will provide and individual basis) is performing Conflicts of interests on the Board, (excluding Paul relationship, financial or otherwise,
and contacts of the committee to continuity and stability to the Board effectively and to ensure stakeholder Acknowledging the importance Murtagh), are independent. which might either directly or
identify suitable candidates. at this important time, and that Ms confidence in the Board. The Chairman of independent representation to indirectly influence his judgement.
Hickey’s insight and experience will reviews annually the performance of the effective functioning of the In determining the independence
The committee maintains a pool benefit the Board during this period. the Board of Directors, the conduct Board, as well as the scrutiny and, of John Cronin, the committee In assessing the independence of
of potential candidates, and of Board meetings and committee when necessary, the challenging of noted that he was previously a Linda Hickey, the Board had due
after considering Ms Moloney’s Aligning succession planning meetings, and the general corporate management, as part of the evolution partner of McCann FitzGerald, one regard to her length of service on
skillset, including her financial and to Kingspan’s wider strategy is governance of the Group. of our governance framework, the of the Company’s legal advisors, the Board, and to her previous
capital markets experience, as well a cornerstone of strong Board committee has previously adopted a and took into account the following position as a senior executive at
as her strong experience in the governance, and has been, and An external evaluation of the Board’s conflicts of interest policy which guides material factors: Goodbody Stockbrokers, (one of
manufacturing controls environment, will continue to be, a focus of performance was commenced in all decisions of the Board when actual the Company’s corporate brokers),
g He had no role in the selection
she was considered most suitable. the committee. A fundamental early 2022. This review, which was or potential conflicts of interest arise. from which she retired in April 2019.
or retention of legal advisors to
Members of the committee met with aspect of overseeing appointments due to be carried out last year, was The Board noted that corporate
the Company;
Ms Moloney before recommending to senior management remains postponed for 12 months to allow for The policy stipulates that directors broking fees and expenses paid to
her appointment to the Board. In the development of a diverse the transition to the new independent are required to avoid situations where g All work undertaken by McCann Goodbody Stockbrokers during her
considering the appointment of Mr pipeline. Among Kingspan’s senior Chairman and also for the expanded they have, or could have, a direct FitzGerald for the Company was tenure there were typically in the
Murtagh, the committee had regard management team, 27% of employees role of the Audit & Compliance or indirect interest that conflicts, or managed by other employees region of €60,000 per annum. In
to his deep understanding of the US reporting directly to the CEO are Committee to become established, may conflict, with the Company’s within the firm, and there were assessing Ms Hickey’s independence,
market and his proven entrepreneurial female, and significantly this year before being formally reviewed. The interests. Directors are required to formal arrangements in place, the committee formed the view that
track record. The committee keeps the 28% and 33% of attendees on review is being undertaken by Better give notice of any potential situational both at McCann FitzGerald and she has always expressed a strongly
on-going refreshment and renewal Kingspan’s senior management and Boards, who also undertook the last and/or transactional conflicts, which Kingspan, to ensure there were independent voice at the Board and
of the Board, which is essential to graduate development programmes external review in 2018. It will follow are considered at the following no conflicts of interests; its committee meetings, including
bring fresh thinking and constructive respectively were female, and 68% on from the key themes examined as Board meeting and, if appropriate, the Remuneration Committee of
g Since his appointment to the
challenge to the Board’s decision and 38% of the participants in the part of the previous process, as well situational conflicts are authorised. which she is chair, and that she has
Board, Mr. Cronin has not had
making, under constant review. respective programmes were from as also considering: Directors are not allowed to always exercised her judgement
any involvement in advising the
participate in such considerations or as a non-executive director,
Company on any legal matters;
to vote regarding their own conflicts. and as the Senior Independent
Name Domicile International Financial Governance Leadership Industry Risk Legal g He is an experienced and Director, independent of any other
Effectiveness and independence accomplished corporate lawyer relationships within the Board. The
Jost Massenberg German • • • • •
The committee has reviewed the who adds important legal and Board also took into account her
Linda Hickey Irish • • • • size and performance of the Board regulatory experience to the Board. unrivalled experience in capital
during the year and this process markets and governance, which is
Michael Cawley Irish • • • • • • occurs annually. The Board continues Mr. Cronin retired from McCann hugely valuable to the Company and
John Cronin Irish • • • • • • to ensure that each of the non- FitzGerald on 1 March 2021. The total our shareholders, and concluded that
executive directors, remain impartial fees paid to McCann FitzGerald her independence was not affected.
Anne Heraty Irish • • • • • and independent in order to meet the during the year were €160,373
Éimear Moloney Irish • • • • • • challenges of the role. Throughout (2020: €145,541) and account for External commitments
the year, more than half of the Board substantially less than 1% of McCann Directors may serve on other
Paul Murtagh USA • • • • • (55%), comprised independent non- FitzGerald’s annual revenues. boards provided they continue

76 - 77 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Nominations & Governance Committee
to demonstrate the requisite Recommendation Response
commitment to discharge their duties
Develop a renewed compliance g Clear corporate mission statement and statement of purpose established – as
effectively. The committee reviews the
and leadership strategy. published on www.kingspan.com and as the foreword to the Group Code of
extent of the directors’ other interests Conduct introduced in October 2020.
on an ongoing basis throughout
the year. The committee is satisfied g Clear accountability for risk management in respect of testing, accreditation and
that each of the directors commits marketing material (the “Three Functions”) established through the creation of:
sufficient time to their duties in relation - The Group Head of Compliance (“GHC”);
to the Company. The Chairman - Product Compliance Officers (“PCO”) in each business;
and each of the directors have also - Group Compliance Manual; and
confirmed they have sufficient time to - Group Marketing Integrity Manual.
fulfil their obligations to the Company.
Appoint a third party expert g External consultants appointed by UK Insulation business to audit and advise
to audit and advise on best on best practice regarding the Three Functions and assist with design and
In assessing the time commitments
practice on product fire testing, implementation of world class change management system.
of Board members, the committee
accreditation and marketing
had particular regard for the external g Accreditation for the ISO 37301 Compliance Management Systems has been
material.
commitments of Michael Cawley, achieved by the Group function and by nine manufacturing locations across four
who is also a non-executive director of the five divisions. Work to secure ISO 37301 accreditation for all manufacturing
of Ryanair Holdings plc, and Flutter locations is underway.
Entertainment plc, as well as chairman Take steps to implement g The Group Compliance Manual documents the best practice procedures and
of Hostelworld Group plc. Mr Cawley consistent, well-documented and controls to be followed to secure ISO 37301 accreditation.
informed the committee that he will effective controls in respect of
g Implementation of a group-wide Product Information Management
be retiring from the Board of Flutter product testing. Develop failsafe
(PIM) infrastructure to ensure control and accuracy of all product information
Entertainment plc in April 2022. The systems for the Three Functions
is underway.
committee reviewed Mr Cawley’s to implement the best practice
attendance and contribution as a procedures, as may be advised by
non-executive director, as well as his the External Expert.
other mandates. It noted that Mr Implement controls in respect g The Group Marketing Integrity Manual introduces mandatory rules to ensure the
Cawley was a strong contributor to the of the Three Functions, ensure accuracy and transparency of marketing materials across the Group.
Board and its committees, and that there is communication training
his attendance at and preparation for g Awareness in risk accountability concerning compliance with the Three Functions
to promote transparency around
meetings during the year abundantly underpinned by the principles in the Group Code of Conduct, by the appointment
product capabilities in the sale
demonstrated his commitment to of the GHC, the PCOs and by the implementation of ISO standards and on-going
process and also in respect of
training across the Three Functions.
discharge his duties (including in engagement with third party
particular his role as chair of the accreditation. Increase awareness
newly expanded Audit & Compliance in risk accountability across the
Committee). The committee is organisation.
satisfied that he will continue to devote Review and enhance the system g Customer observations and data concerning a complaint or non-conformance
sufficient time to the Board and its and process for retaining are reviewed in accordance with the process recommended in ISO 37301, and any
sub-committees. customer observations and data. necessary corrective action is taken to prevent reoccurrence.

In October 2021 Geoff Doherty was g Net Promoter Score surveys undertaken annually, and the customer trends and
appointed to the board of Ryanair feedback are shared with each business unit.
Holdings plc. The committee was The Eversheds Sutherland Review School Upgrade
Establish a sub-committee of g The role of the Audit Committee has been expanded into an Audit & Compliance
satisfied that this appointment would Last year Kingspan announced a Toronto, Canada the Kingspan Group Plc Board to Committee, with responsibility to monitor compliance in the Three Functions.
not impinge on Mr Doherty’s duties review, conducted by Eversheds Insulated Panels include non-executive directors,
g The GHC and the Head of Internal Audit & Compliance report regularly to the
as an executive director of Kingspan, Sutherland, of compliance and KS Micro-Rib & MF to monitor compliance and the
Audit & Compliance Committee – with the role of the Group Internal Audit
and considered that the appointment governance in the UK Insulation Panels Three Functions.
function being expanded to incorporate product compliance.
would give Mr Doherty a fresh business. Kingspan committed
perspective of a global industry leader to implementing in full the The Company should undertake a g The composition, conduct and reporting of the board of directors of subsidiaries
in a different sector with a similar recommendations. review of the composition of the is governed by the updated Group Accounting Manual.
entrepreneurial high growth culture boards of directors of subsidiaries
g The composition of the board of directors of the subsidiaries will be reviewed
and the conduct and reporting of
and a particular focus on compliance We are pleased to set out on the annually.
meetings.
and safety. following page a summary of the
actions which the Board has taken in Prepare a bespoke directors’ g A director’s duties manual has been issued together with training on the same
The committee will continue to response to those recommendations. duties manual for directors’ of being rolled out in Q1 2022.
keep under review the external Full details are published on our Kingspan subsidiaries.
g Training on the manual will form part of every new statutory director’s induction
commitments of all directors. microsite: inquiry.kingspan.com on appointment.

78 - 79 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Nominations & Governance Committee
DIRECTOR S’ REP ORT

Rod Laver Arena

Melbourne, Australia

Report of the
Insulated Panels
KingZip Linea

Remuneration
Committee
Linda Hickey

Our remuneration philosophy

On behalf of the At Kingspan, we have developed a clear philosophy around
Remuneration remunerating and incentivising employees at all levels of the
organisation. As detailed in prior reports, the principles against
Committee (the which we determine our approach to remuneration, and make
‘committee’), I am decisions, are:
pleased to present g Pay for performance;
the 2021 Report g Simplicity;
on Directors’ g Transparency;
The committee received feedback from a number of lockdowns. The past year was one of record performance
shareholders concerning Peter Wilson’s retirement, in for Kingspan across a number of measures, including
Remuneration. g Alignment with shareholders. particular regarding whether the committee should shareholder returns, revenue, trading profit and EPS.
have applied clawback provisions to his LTIP awards. The TSR and EPS represent key measures in our incentive
Variable remuneration is only paid for strong performance and committee acknowledged and reflected on the various plans, and outcomes under the short and long-term
maximum pay-outs will only be realised for truly exceptional views expressed, and wrote to shareholders in October schemes reflect the strength of underlying and
performance under simple measures that are key to the delivery to provide a better understanding of the basis of its market performance.
of strategy. A significant portion of remuneration is delivered decision. In reviewing the arrangements of his departure,
through equity, ensuring strong levels of alignment between the committee had considered Mr Wilson’s length of The annual performance bonus outcome for the executive
the interests of management and shareholders. This approach service; contribution and performance over 39 years; the directors is underpinned by exceptional growth across the
cascades through the organisation and promotes transparency established rules of the PSP; the reduction of his bonus divisions and for the Group as a whole. EPS performance
and simplicity for participants and our shareholders. to zero for 2020; and the significant step taken by him in of 305.6 cent (up 48%) resulted in a full pay-out for
retiring early (despite no finding of wrongdoing against the CEO and CFO under that component, as well as
We are confident that our focus on simplicity and a high- him), reflecting a recognition by him that this was the for that component of the divisional MDs’ bonuses. For
performance culture has played a key role in driving the growth right time to hand over the Insulation business to new both Gilbert McCarthy and Russell Shiels, the divisional
of the business and significant value creation for stakeholders leadership. The committee believes it took a balanced targets were also achieved at maximum. The strength
over the years. €1,000 invested in Kingspan in 2011 would have decision that reflected the wider factors detailed above. of financial performance was also aligned with an
been worth €15,710 at the end of 2021. improvement in the Group Net Promoter Score (NPS),
I hope that the constructive conversations we have had which is particularly satisfying following its inclusion
The 2021 AGM with shareholders and proxy advisors over the past year as a metric for the first time last year. In all of these
At our 2021 AGM, 37% of votes were against Resolution 5, the have served to enhance respective understandings of how circumstances, the committee was satisfied that pay-
approval of our 2020 Remuneration Report. In advance of the we approached key decisions on pay and governance. outs in 2021 reflected underlying Group performance,
AGM, we had conducted an extensive consultation, and there individual contributions and wider circumstances.
was general support for many of the committee decisions 2021 business performance and pay outcomes
made during the year, including the decision to reduce all bonus Kingspan’s business has continued to prosper, Similarly, the PSP awards granted in 2019 vested in full
awards for executive directors to zero to reflect the broader notwithstanding another challenging year of raw on the back of top quartile TSR growth of 180% and EPS
stakeholder experience in 2020. material inflation, supply chain shortages, and rolling growth of 66% over the three-year vesting period.

80 - 81 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Remuneration Committee
In terms of long-term incentives, the underlying health of an appropriate market ceiling for the Kingspan executive As such, it has opted to increase potential future Corporate Governance
the Group has been reflected in the achievement of top directors over the coming four years, particularly noting grants under one element of pay – the LTIP – which it As an Irish listed company, Kingspan reports against
quartile TSR performance among the peer group for the the exceptional growth of the business over the period considers the most appropriate means of continuing the provisions of the UK Corporate Governance Code
eleventh cycle in a row, together with the achievement of since the last policy review. However, there is no current to recognise the contribution of executives while (July 2018) and the Irish Corporate Governance Annex.
stretching EPS targets over the three-year vesting period, intention to grant awards at the maximum level. For 2022, aligning any changes in pay to shareholder interests. Under the Code, the Remuneration Committee is
resulting in full vesting. subject to shareholder approval of the new remuneration responsible for determining the policy for executive
policy, the committee intends to grant awards at up to Looking ahead director remuneration and setting remuneration for
Review of the remuneration policy 225% of salary to the CEO with corresponding increases to We are confident that the proposed remuneration the chair, executive directors and senior management.
During the second half of 2021, the committee reviewed the other executive directors. policy will build on the success of the policy approved In addition, we review broader workforce remuneration
the existing remuneration policy to ensure it remained in 2019 and continue to serve Kingspan and its and the alignment of incentives and rewards with
fit for purpose, whilst reflecting the change in scale Non-executive directors’ remuneration policy: Finally, shareholders over the coming four years. We have culture, taking these into account when setting
of our business. Since our current remuneration policy we are proposing two small changes to non-executive continued to integrate our ambitious sustainability the policy for executive director remuneration. The
was approved there has been substantial growth in the directors’ remuneration. We propose firstly to update agenda and our customer NPS performance into committee has done so and is confident the pay
business in terms of market cap (up 182%), financial the policy to enable a fee to be paid to the Senior our pay arrangements. We remain committed to principles and philosophy set out previously are aligned
performance (trading profit €755m, up 70%), average Independent Director (“SID”) reflecting the increasing ensuring that our remuneration framework drives with the Company’s approach to pay in general, and
headcount (17,880 employees, up 33%) and operations time commitment for this role specifically where the SID superior performance and reflects the evolving the culture and values of the organisation.
(198 sites, up 53%). holds another committee chair role (currently only one needs of stakeholders. At our 2022 AGM, we hope
fee can be paid if a non-executive director holds both that shareholders agree and support both of our In addition, the Shareholder Rights Directive II (SRD
While the committee does not seek to respond to short- SID and another committee chair role). Secondly, we are remuneration proposals. II) was transposed into Irish Law in 2020. Under
term market-based fluctuations, the structural changes at proposing a modest increase in the SID and committee the SRD II, Kingspan is required to put an advisory
Kingspan over the past decade have been significant, as a chair fees, as set out later in this report. Linda Hickey remuneration policy to shareholders at least once
result of which the Company’s size is now commensurate Chair of the Remuneration Committee every four years. A remuneration policy is being
with the top half of the FTSE 100. The committee believes Shareholder consultation: Following the finalisation of our proposed at the 2022 AGM, having previously been
that it is important to ensure arrangements continue to proposals, I wrote to shareholders representing 70% of the proposed voluntarily in 2019.
evolve with the scale and strategy of the Company, a part register. The committee was very pleased to virtually meet
of which is ensuring different elements of remuneration with 6 of our top shareholders and receive feedback from 2021/2022 Remuneration at a Glance
for an exceptionally strong management team remain several others (representing in total 47% of the register), This section provides a snapshot of remuneration
competitive against similarly sized companies. which provided a rounded picture of shareholder views on received by executive directors during 2021 and the
the proposals outlined above. FIXED PAY VS VARIABLE PAY remuneration proposals for the year ahead.
The committee has determined that any adjustments
should be gradual and focused on long-term shareholder While feedback varied in terms of the specifics, there was Salary
alignment, rather than taking a short-term approach and general support from shareholders for the changes, in 21% 79% With the exception of Russell Shiels, there were no
making significant adjustments to base remuneration on particular to reflect the growth of the business, to continue Fixed Variable increases to executive directors’ base salaries in 2021
the back of sizeable growth. Consequently, the following to drive superior performance and to protect against from the prior year. As outlined in last year’s Annual
changes are being proposed: any potential retention issues. One area discussed with Report, the committee carried out a review of Mr
shareholders was the committee’s initial proposal to extend Shiels’ role and responsibilities, and noted that this
Post-employment shareholding policy: While the current the recruitment policy to give flexibility to award Restricted had increased significantly in recent years as a result
executives have strong alignment with shareholders Share Units (“RSUs”) in exceptional circumstances when of recent organic and inorganic expansion particularly
through their existing holdings, in order to further augment recruiting. While there was an acceptance that there are in LATAM. The committee awarded Mr Shiels a 3%
that alignment with shareholders, it is proposed that the significant differences in pay structures in a number of salary increase in 2021, and agreed to grant a further
current post-cessation shareholding guidelines, which regions where we operate, there was also a consistent view 4% increase over US inflation (6%) in 2022 to reflect
require newly appointed executive directors to retain the that awards should be performance-based. As a result of his increased responsibilities. The committee is
lower of shares or equity interests held on cessation and this shareholder feedback, we have removed the mooted VARIABLE PAY satisfied that these changes properly align Mr Shiels’
200% of salary, for two years post-employment, will be proposal relating to RSUs. package with his increased responsibilities and no
extended to the incumbent executive directors. further adjustments will be required.
Short term vs Long term
As a committee, we are fully aware of the sensitivities
LTIP award levels: As part of the policy review, the around any increase in remuneration potential. In crafting Annual bonus
committee considered how to continue to appropriately the current proposals, which the committee believes 31% 69% As provided by the approved remuneration policy, the
incentivise the executive directors, acknowledging their affords the business sufficient headroom to ensure the Short Long maximum annual bonus potential for the executive
increased roles, and driving continued focus on long-term retention of some of the highest performing executives Term Term directors is 150% of basic salary, which remains
sustainable growth and shareholder alignment. As a result, globally, benchmarking data was referenced, which looked unchanged. The CEO and CFO’s annual bonus is
the committee proposes that the maximum potential LTIP primarily at similarly sized UK and Irish companies (in based on the achievement of Group EPS performance
award levels should be increased to 300% of salary (up terms of market cap and revenue). While that exercise targets. For Divisional MDs, bonuses are based
from 200%) under the current policy. Recognising that identified that the executive directors’ remuneration is on a combination of stretching profit targets for
the policy may run for four years, the amendment will well below median under each of the fixed, short and their respective divisions, plus an element of Group
provide some additional headroom to adjust remuneration long-term elements of pay, the committee has decided EPS targets. In addition, in 2021 we introduced an
if the scale and complexity of the business continues to to focus any changes on long-term remuneration, as additional non-financial metric, the Net Promoter
grow. The committee considers 300% of base salary as opposed to addressing the shortfall on each. Score (NPS), for the first time.

82 - 83 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Remuneration Committee
 Remuneration Policy Review In addition, the committee also considered the key parameters set out by the
Weighting Targets Performance Payout (% of max.)
Under the Shareholders' Rights UK Code, which we believe our principles are broadly aligned to:
EPS (93%) 90% - 110% of prior year 148% 100% Directive, which was transposed into
CEO/CFO Irish Law in March 2020, Kingspan is
NPS (7%) NPS in excess of 44 45 100% Matters Explanation
obliged to submit its remuneration
policy to shareholders for a non- Clarity The policy is clear, uncomplicated and well understood by
Divisional profit targets (40%) 90% - 110% of prior year 119% - 142% 100%
binding advisory vote at least every the executive directors. It is based on measures aligned
Divisional MDs EPS (53%) 90% - 110% of prior year 148% 100% four years. In light of the proposed to strategy.
changes to the policy approved in
NPS (7%) NPS in excess of 44 45 100% Simplicity Aligned with our existing principle of simplicity, with clear
2019, a new policy will be brought to
and focused incentive plans that do not incorporate
shareholders at the 2022 AGM.
excessive measures.
The 2021 targets and final outturns of Performance Share Plan Prior to confirming the pay-outs, As an Irish company, the UK Risk The policy is designed to discourage inappropriate risk
the annual performance bonuses are The Performance Share Plan (‘PSP’) the committee undertook an Companies (Miscellaneous taking and to ensure that it is not rewarded. This is
detailed in full above. awards vesting in February 2022, evaluation of whether vesting levels Reporting) Regulations 2018 are not achieved by balance between short-term and long-term
relate to awards granted in 2019. reflected Group performance, directly applicable, but Kingspan incentive plans and the introduction of non-financial
Based on the measures above, all These awards were subject to EPS individual contribution and any wider follows these requirements as a metrics, with recovery provisions and the ability of the
targets were significantly exceeded, growth and relative TSR performance circumstances over the three-year matter of best practice unless they committee to utilise discretion to adjust formulaic
and each of the directors achieved targets measured over the three year period to December 2021. conflict with Irish or other legal outcomes.
100% of maximum pay-out, which is period from 2019 to 2021. Target and requirements, or there are other
the equivalent of 150% of salary for actual outturns are set out in the reasons where it is considered not Predictability Incentive plans are subject to established limits, with
each executive. table below. practicable to do so. objective targets and straight line vesting dictating
pay-outs.
The following section sets out the Proportionality Aligned with our principle of pay-for-performance, so
Measure Weighting Targets Performance Payout (% of max.) remuneration policy to be proposed that any pay is fully proportional to performance and
at the 2022 AGM, as well as the stakeholder experience.
EPS 50% 6%-12% CAGR 18.4% CAGR 100%
key changes where relevant. The
design of the policy is guided by the Alignment Our high performance culture is designed to drive
TSR 50% Median to Upper quartile 93rd percentile 100%
following overarching principles: to culture superior returns for shareholders, whilst the introduction
of sustainability measures embeds our Planet Passionate
Remuneration for the year ahead g Pay for performance ensuring goals throughout the business.
that variable remuneration is
Element of Committee Decisions Rationale only paid for strong performance
Remuneration and maximum payouts will only Total Pay
Year 1 Year 2 Year 3 Year 4 Year 5
be realised for truly exceptional over 5 Years
Salary The executive directors will receive basic With the exception of Mr Shiels, these increases performance.
increases increases of 4.5% which is in line with the reflect the wider inflationary increases that the
general workforce increases of c. 3% to 6%, business is experiencing in almost all markets. Salary
g Simplicity so that executives and
depending on markets. As previously flagged in shareholders can understand our Fixed Pay
last year’s annual report, Mr Shiels will receive pay arrangements without overly
an additional incremental adjustment to reflect Benefits,
complex rules. Pension
his increased responsibilities in the Americas
giving him a total increase of 10%. g Transparency so that it is
objectively transparent with Excess bonus in shares
2022 bonus The committee has determined that there The bonus scheme has proven effective at driving high levels of disclosure in the Annual Bonus
Up to Two year deferral
will be no material changes to the bonus a relentless focus on profitability, while extending Annual Report. 100% of period
(Malus and clawback
framework for 2022. The measures will remain the measures to include a customer lens – a core salary in No further
provisions apply)
unchanged and maximum bonuses will be part of sustainable value creation and a great g Alignment with shareholders by cash performance
capped at 150% of salary. success in 2021. delivering a significant proportion conditions
of remuneration through equity,
2022 LTIP Subject to shareholder approval of the As the business continues to grow at an exceptional and by setting executive share Two-year post-vesting
proposed changes to the policy at the AGM in rate, it is important to make efforts to drive superior ownership guidelines. LTIP holding period
2022, awards will be made at 225% of base returns and remain competitive. Overall maximum (Malus and clawback Three-year performance period No further
provisions apply) performance
salary for the CEO and 200% of base salary for performance incentive opportunity of 375% of salary
conditions
the other executive directors. remains below arrangements at similarly sized UK
and Irish businesses.
Shareholding
Requirement
Executive directors’ minimum shareholding requirement
(Not a monetary
requirement)

84 - 85 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Remuneration Committee
Since our remuneration policy was first b. The introduction of post-cessation e. The introduction of non-financial Element of pay Current Policy Proposed Policy Rationale
approved in 2019, we have continued to shareholding guidelines for all new measures into both the annual
engage extensively with shareholders and executive directors; bonus and long-term incentive Long-term Executive directors are entitled to participate in Kingspan’s Proposed Delivers long-
to review best practice. This feedback plans. incentive plan Performance Share Plan (PSP). Under the terms of the PSP, change to term sustainable
c. Pension contributions for new performance shares are awarded to the executive directors and maximum growth,
has played a key role in the design of our
executive directors in line the senior management team. The performance shares will vest potential incorporating
remuneration framework, including the We will be formally including
with the workforce rate in the after three years only if the Group’s underlying performance has award level Planet
following changes previously made and the above changes into the
relevant market; improved during the 3-year performance period, and if certain to 300%, with Passionate goals.
detailed in our Annual Reports in 2019 new policy. We set out below a
and 2020: d. A reduction in pension detailed summary of the changes financial and non-financial performance criteria are achieved 225% grant
Maximum award
contributions for incumbent to current policy which will be over the performance period. to CEO in
to be increased
a. The inclusion of a two-year post executive directors to 10% of base proposed for shareholder approval current year.
The awards are subject to a two-year post vesting to 300% of base
vesting holding period under the LTIP; salary by the end of 2024; at the 2022 AGM. holding period. salary to provide
scope for further
adjustment if
required.
(Threshold
Element of pay Current Policy Proposed Policy Rationale vesting 25% of
maximum).
Base salary Base salaries are reviewed annually by the Remuneration No change to No prescribed
Committee in the last quarter of each year. Increases will current policy maximum. Clawback Covers material misstatement of financial results, material No change Alignment with
generally be in line with increases across the Group, but and malus breach of executive’s employment contract, error in calculation, to current best practice
may be higher or lower in certain circumstances to reflect failure of risk management, corporate failure, wilful misconduct, policy and the Code.
performance, changes in remit, roles and responsibilities, recklessness and or fraud resulting in serious damage to the
or to allow newly appointed executives to move progressively financial condition or business reputation of the company.
towards market norms.
The period within which clawback can be operated is 2 years
Benefits In addition to their base salaries, executive directors’ benefits No change to No prescribed from payment of annual bonus and/or vesting of LTIP awards.
include, but are not limited to, life and health insurance and current policy maximum.
the use by the executive directors of company cars (or a Shareholding 200% of salary to be achieved through the retention of at No change Alignment with
taxable car allowance) and relocation or similar allowances guideline least 50% of all vested variable pay awards. Achievement of to current best practice
on recruitment, each in line with typical market practice. guideline is measured through beneficially owned shares only. policy and the Code.
For new appointees, the committee may consider it appropriate
Pensions Kingspan operates a defined contribution pension scheme for No change to 10% from end
to require a percentage of the annual bonus paid to be deferred
executive directors. Pension contributions are calculated on current policy of 2024.
into shares, in order to achieve this guideline.
base salary only.
Incumbent executive directors’ pensions will be reduced Post All executive directors (both incumbent and newly appointed) Proposed Alignment with
to 10% of salary by the end of 2024. Newly appointed cessation of will be subject to a post-employment shareholding requirement change to best practice
executive directors will be capped at the rate applicable employment of the lower of (i) shares or equity interests held on cessation, current policy and the Code.
in the relevant market. and general and (ii) 200% of salary, for 2 years post-employment.
shareholding
Alternatively, Kingspan may pay a cash amount subject Achievement is measured through beneficially owned shares,
requirements
to all applicable employee and employer payroll taxes and and the retention of vested deferred share and LTIP awards.
social security.
Recruitment In exceptional circumstances, such as to facilitate recruitment, No change To allow
Annual Executive directors receive an annual performance related No change to Drives focus on the committee may exercise its discretion and grant LTIPs up to to current flexibility on
performance bonus based on the attainment of financial and non-financial current policy profitability, a maximum of 400% of salary. policy appointment of
bonus targets set prior to the start of each year. while also a new executive
including a director.
Bonuses are paid on a sliding scale if the targets are met.
customer lens.
Maximum bonus is only achieved if ambitious incremental Non- The Chairman receives a single fee for all of his or her Proposed To reflect the
growth targets are achieved. 150% of base executive responsibilities. change to increased
salary. director fees current policy responsibilities of
No more than 100% of salary can be delivered in cash through Other non-executive directors receive a basic board membership
these roles.
the bonus plan. Any performance related bonus achieved in (Threshold fee. The chairs of board committees and the Senior Independent
excess of the cash amount is satisfied by the grant of share payment 0% Director receive an additional fee for this role.
awards, which are deferred for two years. of salary).
Where a non-executive director holds more than one role a
The committee has discretion to adjust formulaic bonus separate fee is payable for each role reflecting the additional
outcomes in line with the Corporate Governance Code. time commitments and responsibilities of each.

86 - 87 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Remuneration Committee
The following are key structural not representative of the underlying of the global pandemic and market Directors’ Remuneration for year ended 31 December 2021 (EUR’000)
aspects of the remuneration policy: performance of the Company, volatility that was evident from the
Executive Directors Gene Geoff Russell Gilbert Peter Total
investor experience or employee end of the prior year. The ability for
Murtagh Doherty Shiels(1) McCarthy Wilson(10)
Executive director shareholding reward outcome. the executives to continue to drive
guidelines EPS growth in such a challenging 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
The committee recognises that share 2021 Remuneration Outturn environment is testament to their Fixed Remuneration
ownership is important in aligning performance and that of the
the interests of management with Pension organisation as a whole. Salary and Fees 888 888 573 573 520 523 530 530 - 512 2,511 3,026
those of shareholders. The new policy Following a thorough review of Pension Contributions(2) 161 161 140 140 169 173 106 106 - 198 576 778
extends the application of the existing remuneration during the course of For each of the Divisional MDs, up to Benefits (3)
35 33 34 31 53 48 43 43 - 20 165 175
shareholding guidelines, whereby all 2020 and incorporating both evolving 40% of their total bonus opportunity
Total Fixed Remuneration 1,084 1,082 747 744 742 744 679 679 - 730 3,252 3,979
executive directors are now required best-practice and the perspectives was based on achieving stretching
to acquire a holding of shares in the of shareholders, all contractual divisional profit targets, with
Company equal to 200% of salary pension contributions will be reduced maximum bonus being payable on Performance Pay
and to retain these for a period of two to 10% of base salary by the end the achievement of 10% divisional Annual Incentives(4)
years post cessation of employment. of 2024. While recognising that profit growth. A further 53% of
Cash Element 888 - 573 - 520 - 530 - - - 2,511 -
The executive directors in practice certain shareholders have differing the Divisional MDs’ total bonus
have holdings significantly in excess of expectations on the timing and opportunity was payable on the Deferred Share Awards 444 - 287 - 260 - 265 - - - 1,256 -
this requirement, and details of these level of pension, the committee achievement of the same Group Long Term Incentives (5)

shareholdings are provided in the believes this approach fairly and EPS targets as for the CEO and LTI - Grant Value(6) (7) 1,499 1,308 830 740 768 620 768 684 - 586 3,865 3,938
Report of the Directors contained in appropriately balances the legacy CFO, ensuring a healthy balance
this Annual Report. contractual entitlement of each between incentivising divisional LTI - Share Price Growth(6) (7) 1,826 900 1,011 509 936 427 936 470 - 403 4,709 2,709
of the executive directors with the and Group growth. Total Performance Pay 4,657 2,208 2,701 1,249 2,484 1,047 2,499 1,154 - 989 12,341 6,647
Clawback and malus general expectations of shareholders
The committee recognises that there and wider stakeholders. The committee also introduced an Total Remuneration 5,741 3,290 3,448 1,993 3,226 1,791 3,178 1,833 - 1,719 15,593 10,626
could potentially be circumstances additional non-financial measure,
in which performance related pay 2021 performance related bonus based on the Net Promoter Score
Non Executive Directors(8)
(either annual performance related In 2021 all executive directors were (NPS), for the first time in 2021. The
bonuses and/or PSP Awards) is paid eligible for a maximum performance NPS programme was launched by Jost Massenberg 258 75
out and where certain circumstances related bonus opportunity of up to Kingspan in 2019 across the Group and Linda Hickey 85 85
later arise which bring the committee 150% of base salary. The CEO and has become embedded as part of our
Michael Cawley 85 85
to conclude that the payment should CFO’s annual performance related business strategy. NPS is a rigorous
not have been made in full or in part. bonuses were principally based (93% measure of customer experience John Cronin 75 75
The clawback of performance related of total opportunity) on Group EPS across a range of touch points in the Anne Heraty 75 75
pay, and malus provisions (where growth targets over prior year, with business, and as such it closely aligns
Éimear Moloney (9) 50 -
awards are reduced to nil before they the maximum annual performance our strategy with the experience of a
have vested) would apply in certain related bonus being payable on key stakeholder group. In 2021 up to Paul Murtagh (9)
50 -
circumstances including: the achievement of 110% Group 7% of each of the executive directors’ Bruce McLennan (10) 25 75
EPS growth over prior year. The total bonus opportunity (ie 10% of
Eugene Murtagh (10) 64 191
g a material misstatement of the committee considered this to be a base salary) was based on achieving
Company’s financial results; stretching target, particularly in light progression of the Group NPS score. Total non-executive pay 767 661

g a material breach of an executive’s

Total Directors' remuneration 16,360 11,287
contract of employment;
(1) Russell Shiels’ remuneration is denominated in USD, and has been converted to Euro at the following average rates USD: 1.1828 (2020: 1.142).
g error in calculation; Executive Pension Contribution Annual Percentage (2) The Group operates a defined contribution pension scheme for executive directors. Certain executives have elected to receive part of their
Director 2021 2022 2025 Point Reduction prospective pension entitlement as a non-pensionable cash allowance in lieu of the pension benefit foregone, subject to all applicable employee and
g failure of risk management;
employer payroll taxes.
Gene 18% 16% 10% 2% annually
g corporate failure; (3) Benefits principally relate to health insurance premiums and company cars/car allowances. In the case of Russell Shiels the cost of life insurance
Murtagh and permanent health benefit is also included.
g any wilful misconduct, (4) The annual incentive amount is earned for meeting clearly defined EPS growth, divisional profit and NPS targets. Details of the bonus plan and
Geoff 24% 20% 10% 4% in year 1 and 2
recklessness, and/or fraud resulting targets are set out on pages 88 to 91 of the Remuneration Report.
Doherty 3% in year 3 and 4 (5) Long Term Incentives are granted annually pursuant to the Kingspan Group Performance Share Plan (PSP). Details of the PSP scheme and targets
in serious damage to the financial
condition or business reputation of are set out on pages 88 to 91 of the Remuneration Report.
Gilbert 20% 17% 10% 3% in year 1 and 2
(6) The vesting value of the 2019 LTIP award (vesting in 2022) has been calculated using the average share price for the 30 days ending on
the Company. McCarthy 2% in year 3 and 4 16/02/2022 being €86.06. The calculation for this award will be adjusted in next years' Annual Report to reflect the share price on the date of vesting
Russell 33% 23% 10% 10% in year 1 (25/02/2022). The share price increased from the date of grant (share price: €38.80) to the share price used to determine the vesting value (share
The committee may also adjust the price: €86.06).
bonus and PSP that is payable if it Shiels 5% in year 2 (7) The vesting value of the 2018 LTIP award (that vested in 2021) has been calculated using the share price at the date of vesting (26/02/2021) of
considers the formulaic outcome is 4% in year 3 and 4 €60.25. The share price increased from the date of grant (share price: €35.70) to the date of vesting (share price: €60.25).
(8) Non-executive directors receive a base fee of €75,000 per annum, plus an additional fee of between €7,500 and €10,000 for chairmanship of board
committees. They do not receive any pension benefit, or any performance or share based remuneration.
(9) Éimear Moloney and Paul Murtagh were appointed as non-executive directors on 30 April 2021.
(10) Peter Wilson retired as an executive director on 31 December 2020. Bruce McLennan and Eugene Murtagh both retired as non-executive directors
on 30 April 2021.
88 - 89 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Remuneration Committee
The table below sets out the performance against targets for each of the executive directors in respect of the year ended The peer group against which TSR performance was measured was as follows: In addition, and in line with the
31 December 2021. approach to reviewing bonus
payouts, the committee reviewed
Armstrong World Holcim Ltd Sika AG
overall performance and stakeholder
Max Weighting Threshold Target for Performance Payout Industries Inc experience during the three-year
opportunity target maximum (% of max.)
Boral Ltd NCI Building Systems Inc Travis Perkins plc period up to December 2021.
as % salary
Following a review of the vesting
Chief 150% EPS (93%) 185.6 cent 226.8 cent 305.6 cent 100% CRH plc Owens Corning Inc Wienerberger AG levels, the committee was satisfied
Executive Geberit AG Rockwool Intl. A/S that they reflected company and
NPS (7%) NPS in excess of 44 45 100% individual performance over the
Grafton Group plc SIG plc three-year period.
Chief 150% EPS (93%) 185.6 cent 226.8 cent 305.6 cent 100%
Financial
NPS (7%) NPS in excess of 44 45 100%
Officer
Performance Share Plan
Russell Shiels 150% Divisional 90% of prior 110% of prior 119% 100%
profit (40%) year year Director At 31 Dec Granted Vested Exercised At 31 Dec Option Earliest Latest expiry
2020 during during or lapsed 2021 price € exercise date date
EPS (53%) 185.6 cent 226.8 cent 305.6 cent 100% year year during
year
NPS (7%) NPS in excess of 44 45 100%
Gilbert 150% Divisional 90% of prior 110% of prior 142% 100% Gene M. Murtagh
McCarthy profit (40%) year year Unvested 103,498 27,078 (36,578) (4,010)1 89,988 0.13 25/02/2022 23/08/2028
EPS (53%) 185.6 cent 226.8 cent 305.6 cent 100% Vested - - 36,578 - 36,578 0.13 26/02/2021 26/02/2025
NPS (7%) NPS in excess of 44 45 100% 103,498 27,078 - (4,010) 126,566 0.13
Geoff Doherty
Following a reduction in bonus are commercially sensitive figures, an update on the implementation
Unvested 57,767 15,198 (20,674) (2,267)1 50,024 0.13 25/02/2022 23/08/2028
payments to zero in 2020, in light of which would provide information of the Eversheds Sutherland
stakeholder experiences, the committee that would not otherwise be available recommendations. In August 2021, Vested - - 20,674 (20,674)2 - 0.13 - -
was satisfied that the formulaic to competitors. following an update to the committee
57,767 15,198 - (22,941) 50,024 0.13
outturn of the bonus plan for 2021 was of progress against the Eversheds
an accurate reflection of underlying All bonuses earned in excess of 100% of Sutherland’s recommendations and Russell Shiels
company performance, individual base salary will be satisfied by the grant having considered the detailed actions
Unvested 51,461 14,057 (17,341) (1,901) 46,276 0.13 25/02/2022 23/08/2028
contribution and a holistic evaluation of share awards, which are deferred for taken at both Group and within the
of wider circumstances. In particular, two years. UK Insulation business, the committee Vested - - 17,341 (17,341) 3
- 0.13 - -
the committee considered the record approved an additional grant of 25% 51,461 14,057 - (19,242) 46,276 0.13
financial performance of the business, Performance Share Plan to each of the executives in line with
the continued generation of superior In 2020, the committee reviewed the the prior year’s decision resulting in Gilbert McCarthy
returns to shareholders, and the level of awards being granted to the total grants for the year of 200% and Unvested 53,437 14,057 (19,122) (2,096)1 46,276 0.13 25/02/2022 23/08/2028
substantial growth in headcount and executive directors, and determined 175% of salary for the CEO and other
operational footprint. The committee that an increase in level was merited executive directors, respectively. Vested 69,671 - 19,122 - 88,793 0.13 24/02/2018 26/02/2025
recognised the overall progression and would be within the overall 123,108 14,057 - (2,096) 135,069 0.13
in Group NPS in this, the first year limits contained in the PSP rules. The The committee reviewed the extent
of implementing the metric, and committee proposed to increase grant to which the vesting targets in respect
noted the continued development in levels from 175% to 200% for the CEO of the PSP Awards granted in 2019 Company Secretary
methodology and survey size, which and from 150% to 175% for the other had been met by reference to EPS
it intends to have externally validated executive directors. However in February and TSR targets over the three-year Lorcan Dowd
from 2022. 2021, the committee considered that performance period to 31 December Unvested 13,160 2,806 (4,317) (305)1 11,344 0.13 25/02/2022 24/02/2028
it would be appropriate to maintain 2021. In 2019, the committee granted
We do not disclose the specific financial the grant of PSP awards at the same PSP Awards that were 50% based on Vested 13,940 - 4,317 - 18,257 0.13 24/02/2018 26/02/2025
targets for the Divisional MDs, or level as prior year, and to postpone EPS growth targets and 50% based 27,100 2,806 - (305) 29,601 0.13
performance against them, as these the proposed increased grant pending on TSR targets:
(1) Performance adjustment on 26/02/2021.
(2) Exercised on 02/03/2021. Market value on day of exercise €60.85.
Measure Weighting Threshold target Maximum Target Performance Payout (% of max.) (3) Exercised on 07/09/2021. Market value on day of exercise €94.94.

EPS 50% 6% CAGR 12% CAGR 18.4% CAGR 100%

TSR 50% Median Upper quartile 93rd percentile 100%

90 - 91 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Remuneration Committee
 Deferred Share Awards Overall, the annual and long-term Peer group for 2022 grant for PSP awards:
performance incentive opportunity,
Director At 31 Dec Granted Vested & At 31 Dec Earliest at up to 375% of salary, remains
Armstrong World Industries Inc Holcim Ltd
2020 during year transferred 2021 vesting/ below arrangements at similarly
during year transfer date sized UK and Irish businesses.
Boral Ltd Mohawk Industries Inc
Gene M. Murtagh Unvested 4,822 - (4,009) 813 31/03/2022 The committee also reviewed the
Compagnie de Saint Gobain SA Owens Corning Inc
Geoff Doherty Unvested 3,169 - (2,644) 525 31/03/2022 performance framework of the
PSP scheme. For the 2022 PSP
Russell Shiels Unvested 2,912 - (2,424) 488 31/03/2022 Cornerstone Building Brands Inc Rockwool Intl. AS
Awards, the committee has selected
Gilbert McCarthy Unvested 2,445 - (2,445) - - the same financial performance
CRH plc Sika AG
measures based on EPS growth
and relative TSR. The peer group
Geberit AG Travis Perkins plc
against which TSR performance
will be measured for PSP grants
Grafton Group plc Wienerberger AG
Executive retirement Implementation of Remuneration work. The pension contributions of made in 2022 is set out adjacently.
Following his retirement at the Policy for 2022 all incumbent executives are being
end of 2020, Peter Wilson’s unvested The core principles of our reduced in instalments to 10% over The committee also reviewed
PSP awards were reduced pro rata remuneration philosophy as outlined the four-year period to December the EPS targets to ensure they Performance Weighting Percentage Threshold Maximum
by an amount to reflect the earlier, frame our approach to 2022, 2024 as outlined on page 88. include significant stretch over the Measures vesting at vesting vesting
proportion of the vesting period namely reward for high-performance, performance period ahead and threshold target target*
not actually served, in line with simplicity, transparency and Annual bonus are aligned with our principles of EPS 45% 22.5% 6% p.a. 12% p.a.
the scheme rules and remuneration alignment with shareholders. The maximum bonus opportunity for alignment and pay-for-performance.
policy as approved by shareholders all the executive directors is 150% of While the targets are unchanged in TSR 45% 22.5% Median Upper
in 2019. Mr Wilson did not receive Base salary and pension salary (unchanged from 2021) with absolute terms, coming from a high quartile
any other compensation or payment The executive directors will receive up to 100% of salary earned through base which includes record levels of Planet 10% 0% Various Various
on his retirement. basic increases of 4.5% which is the bonus plan delivered in cash and EPS, the committee considers that Passionate
in line with the general workforce up to 50% of salary being deferred these targets include significant
Non-executive directors increases of c. 3% to 6%, depending into shares in the Company for two stretch and are appropriately aligned *Straight line vesting between threshold and maximum vesting
The non-executive directors each on markets. As outlined in last years. For 2022, the committee with our risk appetite as well as
received fees which are approved by year’s Annual Report, in 2020 the decided that the performance internal and external forecasts. In
the Board as a whole. Following the committee carried out a review of measures should remain unchanged order for maximum vesting, truly
appointment of Jost Massenberg as Russell Shiels’ role and responsibilities, from 2021, with 93% based on Group exceptional performance is required. STHLM 01
the new independent non-executive and noted that this had increased and divisional financial measures, Stockholm, Sweden
Chairman at the 2021 AGM, the significantly in recent years as a although the committee determined There are no changes to the ESG Insulation
committee carried out a review of the result of recent organic and inorganic to increase the overall weighting of measures included in the LTIP, Therma Roof
appropriate level of fees for the role. expansion particularly in LATAM. divisional performance (versus Group which draws a clear focus on Insulation
Following advice from its remuneration The committee awarded Mr Shiels performance) for the divisional MDs. growing sustainability. Details
consultants, the committee a 3% salary increase in 2021, and 7% of overall bonus will be based on of our achievements against our
determined to set the Chairman’s fee agreed to grant a further 4% increase NPS as before. The bonus targets, ESG targets will be published in
at €350,000 per annum, to properly over US inflation in 2022 to reflect and performance against them, will Kingspan’s 2021 Planet Passionate
reflect the role and duties of an his increased responsibilities in the be disclosed in the 2022 Report of the Sustainability Report.
independent chairman. Americas. Mr Shiels will therefore Remuneration Committee.
receive an additional incremental Non-executive director fees
The basic non-executive director fee is adjustment in 2022 giving a total Performance share awards As outlined above, the independent
€75,000. An additional fee of €7,500 increase of 10%. The committee is Subject to shareholder approval, for non-executive Chairman’s fee has
is paid for chairing the Remuneration satisfied that these changes properly 2022 it is proposed that the CEO will been set at €350,000 for the year
Committee, and a fee of €10,000 for align Mr Shiels’ package with his receive an award over shares with a ahead. There is no change from prior
chairmanship of the Audit Committee increased responsibilities and no market value of 225% of base salary, year to the basic non-executive fees
and for the Senior Independent further adjustments will be required. and the other executive directors of €75,000. Subject to approval of
Director, to reflect their additional will receive awards over shares with the new remuneration policy, an
role and responsibilities (only one As outlined previously, the committee a market value of 200% of base additional fee of €15,000 will be paid
additional fee is paid if a director has has made a significant change to salary. These grant levels represent to the chairs of the Remuneration
dual roles). The remuneration policy the company’s policy on pensions, an increase on previous years, in line Committee and the Audit &
being put to shareholders for approval with the pension contributions of with the proposed amendments to Compliance Committee, as well
at this year’s AGM, proposes to make new executive directors limited to our remuneration policy if approved, as for the Senior Independent
modest adjustments to these non- the levels applicable to the wider but remain significantly below the Director, to reflect their additional
executive fees. workforce in the market in which they proposed scheme ceiling. roles and responsibilities.

92 - 93 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Remuneration Committee
Committee Governance attend meetings but provides input The Remuneration Committee met External advisors and all advice is provided in Performance graph
The Remuneration Committee where relevant, to the committee Chair four times during the year. Each The Remuneration Committee accordance with this code. The graph below shows the
comprises three independent non- prior to the meeting. No individual is meeting was attended by all the obtained advice during the year Korn Ferry did not provide any Company’s TSR performance
executive directors, Linda Hickey present at a meeting when the terms members of the committee, and from independent remuneration other services to Kingspan against the performance of
(Chair), Michael Cawley and Anne of his or her own remuneration are an overview of the workings of the consultants Korn Ferry. Korn Ferry during the year. Accordingly, the the ISEQ and FTSE 250 indices
Heraty. The Company Secretary acts discussed. The terms of reference are committee is set out below. is a member of the Remuneration committee is satisfied that the over the 10-year period to 31
as the secretary to the committee. available on the Company’s website: Consultants Group and a advice obtained was objective December 2021:
The Chief Executive does not normally www.kingspan.com signatory to its Code of Conduct, and independent.

Remuneration Committee activities FEB JUL AUG DEC Total Shareholder Returns

Salary and fees 2,000 Kingspan

Engage independent consultants for policy and ISEQ
•
benchmark review
FTSE 250
Review implementation of overall remuneration policy • 1,500

Review and approve executives' salary, role and

•
responsibilities for 2022
1,000
Review and approve non-executives' fees for 2022 •
Review and determine executive directors’ pension alignment • • •
Review remuneration benchmark • 500

Review and approve Chairman’s fee •

Performance pay
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
Assess Group and individual performance against targets
•
for 2020
Exercise discretion to reduce bonus achieved for 2020 to zero •
CEO Remuneration vs Kingspan Performance
Review executive bonus measures and weighting for 2022 •
Agree Group and individual performance targets for 2022 •

CEO Remuneration (€’000)

10,000 320

Total Shareholder Return (%)

Earnings Per Share (cent)
Fixed
Remuneration
PSP Awards 306c
296%
Total Performance
Assess performance of 2018/2020 PSP Awards against targets • 290
Pay (excl. share
Determine percentage of 2018/2020 PSP Awards which vest • 8,000 price growth)
Review performance measures for grants of PSP Awards LTI Share
• 260
for 2021 Price Growth
Agree targets and level for grants of PSP Awards for 2021 • • TSR
6,000
Introduce non-financial Planet Passionate measures for 2021 • 230
EPS
205c 206c

Governance
184c 200
Review and approve Remuneration Report for Annual 4,000
•
Report 2020
161%
Update on governance and remuneration trends generally • • • 159c 153% 170
Consider shareholder votes and feedback from AGM 2021 •
2,000
Engage with shareholders post AGM • •
120
104%
Review of progress against Eversheds Sutherland’s
•
recommendations 100%

Review and update of remuneration policy • 0 90

2017 2018 2019 2020 2021
Engage with shareholders on remuneration policy •

94 - 95 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Remuneration Committee
 Role and Responsibilities
DIRECTOR S’ REP ORT
The Board has established an Audit &

Report of the Audit &

Compliance Committee to monitor
the integrity of the Company’s
financial statements and the
effectiveness of the Group’s internal

Compliance Committee
financial controls. The committee’s
role and responsibilities are set
out in the committee’s Terms of
Reference which are available from
the Company and are displayed on
the Group’s website (www.kingspan.
com). The Terms of Reference are
Michael Cawley reviewed annually and amended
where appropriate. During the
year the committee worked with
management, the external auditors,
Group Internal Audit, and other
members of the senior management
team in fulfilling these responsibilities.

In December 2020, the Terms of

This report details how the Audit & Compliance Committee has met its Reference of the committee were
As chairman of the responsibilities under its Terms of Reference, the Irish Companies Act 2014 and under updated to include oversight of
Audit & Compliance the UK Corporate Governance Code (July 2018) in the last twelve months. product compliance.
Committee (‘the The Audit & Compliance Committee focused particularly on the appropriateness The Audit & Compliance Committee
committee’) I am of the Group’s financial statements. The committee has satisfied itself, and report deals with the key areas
has advised the Board accordingly, that the 2021 Annual Report and financial in which the Audit & Compliance
pleased to present statements are fair, balanced and understandable, and provide the information Committee plays an active role and
the report of the necessary for shareholders to assess the Company’s performance, business model has responsibility. These areas are Nashville Intl Airport
and strategy. The significant issues that the committee considered in relation to the as follows: Nashville USA
committee for financial statements and how these issues were addressed are set out in this report. Insulated Panels
the year ended 31 1. Financial reporting and related
Designwall with
QuadCore™
The Audit & Compliance Committee note the requirements under section 225 of primary areas of judgement;
December 2021 to the Companies Act 2014 and has ensured that the directors are aware of their
2. The external audit process;
stakeholders and responsibilities and comply fully with this provision.
3. The Group’s internal audit
wider society. One of the Audit & Compliance Committee’s key responsibilities is to review the function and risk management The Board considers that the committee Meetings
Group’s risk management and internal controls systems, including in particular controls; as a whole has an appropriate and The committee met four times
internal financial controls. During the year, the committee carried out a robust experienced blend of commercial, during the year ended 31
4. The Group’s product compliance
assessment of the principal risks facing the Company and monitored the risk financial and industry expertise to December 2021 and attendance
and certification function; and
management and internal control system on an ongoing basis. Further details enable it to fulfil its duties, and that the at the meetings is noted
regarding these matters are also set out in this report on page 48. 5. Governance. committee chairman, Michael Cawley below. Activities of the Audit &
B.COMM., F.C.A., has appropriate Compliance Committee in each
The Audit & Compliance Committee also reviewed the effectiveness of both the Committee membership recent and relevant financial experience. meeting is noted overleaf.
external audit process and the internal audit function as part of the continuous As at 31 December 2021, the Audit &
improvement of financial reporting and risk management across the Group. Compliance Committee comprised
of three independent non-executive Committee Member Attended Eligible Appointment Date
The Audit & Compliance Committee recently assumed responsibility for reviewing directors who are Michael Cawley
the effectiveness of the controls and processes relating to product compliance and (chairman), Anne Heraty and Éimear Michael Cawley 4 4 2014
monitoring the culture of compliance across the Group. Moloney. Éimear Moloney joined
the committee in April 2021. The Anne Heraty 4 4 2019
Michael Cawley biographies of each can be found on Éimear Moloney 3 3 2021
Chairman, Audit & Compliance Committee pages 68 to 69.

96 - 97 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Audit & Compliance Committee
Audit & Compliance Committee Activities FEB JUN AUG NOV Each committee meeting was In respect of the year to 31 December g reviewed the budgets and
attended by the Group Chief Financial 2021, the committee reviewed: strategic plans of the Group to
Financial Reporting Officer and the Head of Internal Audit ensure that all forward looking
& Compliance. The external auditor g the Group’s Trading Updates issued statements made within the
Review and approve preliminary & half-year results • • also attended these meetings as in June and November 2021; Annual Report reflect the actual
Consider key audit and accounting issues and judgements • • • • required. The Company Secretary is the position of the Group; and
g the Group’s Interim Report for the
Approve going concern and viability statements • • secretary of the Audit & Compliance
six months to 30 June 2021; and g considered key areas in which
Committee. Other directors can
Consider accounting policies and the impact of new accounting standards • • • estimates and judgement had
attend the meetings as required. g the Preliminary Announcement
been applied in preparation of the
Review management letter from auditors • and Annual Report to 31
financial statements including,
The chairman of the Audit & December 2021.
Review of any related party matters and intended disclosures • • but not limited to, a review of fair
Compliance Committee also met with
Review Annual Report, and confirm if fair, balanced and understandable • values on acquisition, the carrying
both the Head of Internal Audit & In carrying out these reviews,
amount of goodwill, intangible
Compliance and the external audit lead the committee:
External Auditor assets and property, plant and
partner outside of committee meetings
g reviewed the appropriateness equipment, litigation and warranty
Ongoing assessment of auditor performance • • • • as required throughout the year.
of Group accounting policies provisions, recoverability of trade
Approval of external audit plan • and monitored changes to and receivables, valuation of inventory,
Committee Evaluation
compliance with accounting hedge accounting treatments,
Review reports and correspondence from the auditor (EY) to the Audit • • • As outlined on page 70 within the
standards on an ongoing basis; treasury matters and tax matters.
& Compliance Committee Corporate Governance Statement,
Confirm auditor independence and consider non-audit services and materiality • • the performance of the Board also g discussed with management
The primary areas of judgement
of related fees includes a review of the committees. and the external auditor the
considered by the committee in
Any recommendations raised in critical accounting policies and
Approval of audit engagement letter and audit fees • relation to the Group’s 2021 financial
relation to the Audit & Compliance judgements that had been applied;
statements, and how they were
Committee are acted upon in a
Internal Audit and Risk Management Controls formal and structured manner. No
g compared the results with addressed by the committee are set
management accounts out overleaf.
Review of internal audit reports and monitor progress on open actions • • • • issues were identified for the year
and budgets, and reviewed
ended 31 December 2021.
Approve internal audit plan and resources, taking account of risk management • • • • reconciliations between these and Each of these areas received particular
Review of financial, IT and general controls • • • • the final results; focus from the external auditor,
Financial Reporting
who provided detailed analysis and
Review details of global fraud attempts and management response • • • • The committee is responsible for g discussed a report from the
assessment of the matter in their
monitoring the integrity of the external auditor at that meeting
Monitor Group whistleblowing procedures and reports • • • • report to the committee.
Group’s financial statements and identifying the significant
Assessment of compliance with Group Global Sanctions policy • reviewing the financial reporting accounting and judgemental
In addition, the Internal Audit team
Review of impact of pandemic on financial control environment • • judgements contained therein. The issues that arose in the course
reviews the businesses covered in
financial statements are prepared by of the audit;
Review of Group liquidity position • • • its annual Internal Audit Plan, as
a finance team with the appropriate
g considered the management agreed by the committee, and
Assessment of the principal risks and effectiveness of internal control systems • qualifications and expertise.
representation letter requested report its findings to the Audit &
by the external auditor for any Compliance Committee throughout
Product Compliance & Certification The committee confirmed to the
non-standard issues and monitored the year. These internal audit reviews
Review and approve product compliance and certification internal audit plan and • • • • Board that the Annual Report, taken
action taken by management as a are focused on areas of judgement
monitor progress on open actions as a whole, is fair, balanced and
result of any recommendations; such as warranty provisions, trade
understandable and provides the
Review and consider the structure and expertise of the product compliance and • • • receivables and inventory, and provide
information necessary for shareholders g discussed with management
certification team the committee with information on
to assess the Company’s position future accounting developments
the adequacy and appropriateness of
Receive updates from Group Head of Compliance & Certification • • and performance, business model which are likely to affect the
provisions in these areas.
and strategy. financial statements;
Review and approve Marketing Integrity Manual •

Governance
Review accounting regulator correspondence • •
Evaluation of external and internal audit functions • • • •

98 - 99 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Audit & Compliance Committee
Primary areas Committee activity External auditor g a requirement that the PIE Standard for Auditors (Ireland) 2020.
of judgement The Audit & Compliance Committee changes its statutory auditor The external auditor also confirmed
has responsibility for overseeing the every ten years (following that they were not aware of any
Adequacy The committee reviewed the judgements applied by management in assessing both specific Group’s relationship with the external rotation, the statutory audit relationships between the Group and
of warranty and risk based warranty provisions at 31 December 2021. The committee reviewed and auditor including reviewing the quality firm cannot be reappointed for the firm or between the firm and
provisions discussed with management the monthly reports presented to the Board which set out, and effectiveness of their performance, four years); any persons in financial reporting
for each of the Group’s divisions, warranty provisions and warranty costs and analyse these their external audit plan and process, oversight roles in the Group that may
costs as a percentage of divisional sales. Warranty provisions are reviewed on an ongoing g a requirement that certain
their independence from the Group, affect its independence.
basis throughout the year in conjunction with the internal audit process. The committee was procedures are followed for the
their appointment and their audit
satisfied that such judgements were appropriate and the risk had been adequately addressed. selection of the new statutory
fee proposals. Non-audit services
auditor; and
To further ensure independence,
Recoverability of The committee reviewed the judgements applied by management in determining the Performance and audit plan g restrictions on the entitlement the committee has a policy on the
trade receivables provision for expected credit loss at 31 December 2021. The committee reviewed and discussed Following the completion of the 2020 of the statutory auditing firm to provision of non-audit services by
and adequacy of with management the monthly board report which sets out aged analysis of gross debtor year end audit, the committee carried provide certain non-audit services. the external auditor that seeks to
provision balances and associated provisions for expected credit loss and reviewed security (including out a review of the effectiveness of the ensure that the services provided by
credit insurance) that is in place. Expected credit loss provisions are reviewed on an ongoing external auditor and the audit process. Kingspan Group plc has fully complied the external auditor are not, or are
basis throughout the year in conjunction with the internal audit process. The committee was This review involved discussions with such EU Audit Reform. With not perceived to be, in conflict with
satisfied that such judgements were appropriate and the risk had been adequately addressed. with both Group management and regards audit firm rotation, EY, was auditor independence. By obtaining
internal audit and feedback provided selected as the external auditor for an account of all relationships
Accounting for Total acquisition consideration in 2021 amounted to €552.3m. The committee discussed
by divisional management. The the financial year commencing 1 between the external auditor and
acquisitions with management and the external auditors the accounting treatment for newly acquired
committee continues to monitor January 2020. the Group, and by reviewing the
businesses, and the related judgements made by management, and were satisfied that the
the performance and objectivity of economic importance of the Group
treatment in the Group’s financial statements was appropriate.
the external auditors and takes this Independence and objectivity to the external auditor by monitoring
into consideration when making The committee is responsible for the audit fees as a percentage
Consideration The committee considered the annual impairment assessment of goodwill prepared by
its recommendations to the Board ensuring that the external auditor is of total income generated from
of impairment management for each Cash Generating Unit (“CGU”) using a discounted cash flow analysis
on the remuneration, the terms of objective and independent. EY was the relationship with the Group,
of goodwill based on the strategic plans approved by the Board, including a sensitivity analysis on key
engagement and the re-appointment, appointed as the Group’s auditor on 1 the committee ensured that the
assumptions. The primary judgement areas were the achievability of the long term business
or otherwise, of the external auditors. May 2020, following a formal tender independence of the external
plans and the key macroeconomic and business specific assumptions. In considering
process in which a number of leading audit was not compromised. The
the matter, the committee discussed with management the judgements made and the
Prior to commencement of the global firms submitted written committee’s policy on the provision
sensitivities performed. Further detail of the methodology is set out in Note 9 to the financial
2021 year end audit, the committee tenders and presentations. The lead of non-audit services by the Group’s
statements.
approved the external auditor’s work audit partner is rotated every five external auditor is fully compliant
EY also provided the Committee with their evaluation of the impairment review process and of plan and resources and agreed with years and is currently Pat O’Neill. with EU audit reform legislation.
the impairment review process. the auditor’s various key areas of focus,
including accounting for acquisitions The committee received confirmation An analysis of fees paid to the
Kingspan completed 17 acquisitions during the financial year. The measurement of goodwill is
and warranty provisions. from the external auditor that they external auditor, including the
not yet finalised for all acquisitions but the methodology of the assessments of such items of
are independent of the Group under non-audit fees, is set out in Note 5
goodwill was presented to the committee and the results were deemed appropriate.
During the year the committee met the requirements of the IAASA Ethical and below:
Valuation of The committee reviewed the valuation and provisioning for inventory at 31 December 2021. with the external auditor without
inventory and The main area of judgement was the level of provisioning required for slow moving and management being present. This
adequacy obsolete inventory. The committee reviewed and discussed with management the monthly meeting provided the opportunity for
of inventory board report which sets out, for each of the Group’s divisions, gross inventory balances and direct dialogue and feedback between
AUDIT V NON-AUDIT SERVICES (€m)
provision associated obsolescence provision including an analysis by inventory, category and ageing. the committee and the auditor, where
Inventory provisions are reviewed on an ongoing basis throughout the year in conjunction they discussed inter alia some of the
with the internal audit process. The committee was satisfied that such judgements were key audit management letter points.
Audit Services Non-Audit Services
appropriate and the risk had been adequately addressed.
EU Audit Reform
Taxation Provisioning for potential current tax liabilities and the level of deferred tax asset recognition in The regulatory framework for the
relation to accumulated tax losses are underpinned by a range of judgements. The committee Group’s statutory audit is governed 2021 3.7 0.3
addresses these issues through a range of reporting from senior management and a process by EU legislation under Directive
of challenging the appropriateness of management’s views including the degree to which 2014/56/EU and Regulation EU No.
these are supported by professional advice from external legal and other advisory firms. This 537/2014. EU Audit reform legislation 2020 2.7 0.1
assessment was conducted in line with the provisions of IFRIC 23. is applicable in the Member States of
the European Union, including Ireland.
The Group’s accounting manual sets out detailed policies that prescribe the methodology to Under this legislation, Kingspan 2019 2.6 0.9
be used by management in calculating the above provisions. Each division formally confirms Group plc is considered a Public
compliance with these policies on an annual basis. Interest Entity (“PIE”). Key
The Committee was satisfied that such judgements were appropriate and the risk had been developments falling from the 2018 2.0 0.7
adequately addressed. implementation of this legislation are:

100 - 101 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Audit & Compliance Committee
Internal audit & compliance and approval of the internal audit The Audit & Compliance Committee
The committee reviewed and agreed reports, which focus on the areas of review reports from the Internal
the annual internal audit plan, which greatest risk to the Group, and the Audit function which assess the
the committee believes is appropriate external audit reports, as part of both compliance of the Group’s products Passenger Terminal
to the scope and nature of the Group. the year end audit and the half year with respect to: Kartapur Corridor, India
The internal audit plan is risk based, review process, all of which highlight Insulated Panels
i. product specific laws and
with all divisions audited every year, the key areas of control weakness in KingZip Linea
regulations;
and all new businesses audited within the Group. All weaknesses identified
12 months of acquisition. by either internal or external audit ii. testing;
are discussed by the committee
iii. certification and accreditation;
The committee reviewed reports with Group management and an
and
from the Head of Internal Audit & implementation plan for the targeted
Compliance at its quarterly meetings. improvements to these systems is iv. accuracy and consistency
These reports enable the committee put in place. The implementation of marketing materials.
to monitor the progress of the internal plan is overseen by the Group Chief
audit plan, to discuss key findings and Financial Officer and the committee The Group Product Compliance
the plan to address them in addition to is satisfied that this plan is being Team, led by the Group Head
status updates of previous key findings. properly executed. of Compliance & Certification,
supports compliance governance
The committee is responsible for As part of its standing schedule of across the Group in implementing
reviewing the effectiveness of the business, the committee carried out policies, processes, and procedures
internal audit function and does so an annual risk assessment of the to ensure continued improvement
based upon discussion with Group business to formally identify the key in management systems. The Audit
management, the Group’s external risks facing the Group. Full details & Compliance Committee meet
auditor and feedback provided of this risk assessment and the key with the Group Head of Compliance
by divisional management. The risks identified are set out in the Risks & Certification for updates on
committee was satisfied that the & Risk Management section of this the Group’s compliance and
internal audit function is working Annual Report on pages 48 to 53. certification agenda. In particular,
effectively, improves risk management the committee receives updates on
throughout the Group and that These processes, which are used by the implementation of the Group
the internal audit function team the Audit & Compliance Committee Compliance Management System
is sufficiently resourced in addition to monitor the effectiveness of the which is certified to the ISO 37301 The Audit & Compliance Committee g Divisional Compliance Managers Any instances of fraud, abuse
to having the adequate level of Group’s system of risk management standardised global benchmark. noted the following highlights in 2021: reporting to Group Compliance or misconduct reported on the
experience and expertise. and internal control, are in place & Certification team on a whistleblowing phone service are
throughout the accounting period The Audit & Compliance g Group Compliance Management monthly basis. reported to the Head of Internal
The terms of reference of the Audit & and remain in place up to the date Committee also meet regularly System (CMS) launched with ISO Audit & Compliance and the
g Product compliance registers in
Compliance Committee were extended of approval of this Annual Report. with the Group Head of Internal 37301 certification. Company Secretary, who ensure
place across all divisions.
in December 2020 to include oversight Audit & Compliance in relation to each incident is appropriately
g Kingspan Water & Energy’s
of the processes around product The main features of the Group’s product compliance matters. The Whistleblowing procedures investigated and then report to the
Williton site in the UK was one
certification. The Head of Internal internal control and risk management Group Internal Audit Plan includes The Group has a Code of committee details of the incident,
of the first manufacturing sites
Audit & Compliance also reports to the systems that specifically relate to specific audit procedures with Conduct, full details of which are key control failures, any financial loss
in the world to be awarded the
committee in this regard. the Group’s financial reporting and respect to product compliance available on the Group’s website and actions for improvement.
ISO 37301 certification. 8
accounts consolidation process are and certification. The Group Head (www.kingspan.com).
other Group manufacturing
Risk Management and Internal set out in the Corporate Governance of Internal Audit & Compliance During the year, the committee
sites obtained the ISO 37301
controls Report on page 75. updates the committee on the Based on the standards set out in reviewed the Group’s whistleblowing
certification in 2021.
The Audit & Compliance Committee findings of all internal audit this Code of Conduct, the Group process and were satisfied with the
has been delegated, from the Board, Product Compliance and assignments, with a specific g 90 Group compliance audits were employs a comprehensive, design and operating effectiveness
the responsibility for monitoring the Certification focus on product compliance completed in 2021. confidential and independent of the process.
effectiveness of the Group’s system of With effect from December 2020, and certification. Following the whistleblowing phone service to allow
g Recruitment of additional
risk management and internal control. the Audit & Compliance Committee adoption of the Group Marketing all employees to raise their concerns
compliance experts for Group
has responsibility for reviewing the Integrity Manual in September about their working environment and
Internal Audit and Group
The Audit & Compliance Committee effectiveness of the processes and 2021, the Group Internal Audit Plan business practices. This service then
Compliance & Certification teams.
monitors the Group’s risk management controls associated with product also includes specific procedures allows management and employees
and internal control processes through compliance and monitoring the to validate compliance with the g Rollout of additional internal to work together to address any
detailed discussions with management culture of compliance across Marketing Integrity Manual across and external compliance instances of fraud, abuse and other
and executive directors, the review the Group. the Group. training globally. misconduct in the workplace.

102 - 103 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Audit & Compliance Committee
 DIRECTOR S’ REP ORT

Report of
Principal Activities Business Review
The directors of Kingspan Kingspan is the global leader in high-performance The Business & Strategic Report contained in this Annual
Group plc (“Kingspan”) have insulation and building envelope solutions. Kingspan Report, including the Chief Executive’s Review and the

the Directors
Group plc is a holding company for the Group’s Financial Review, sets out management’s review of the
pleasure in presenting their subsidiaries and other entities. The Group's principal Group’s business during 2021. The key points include:
report with the audited activities comprise the manufacture and distribution
g Revenue up 42% to €6.5bn, (pre-currency, up 42%).
of the following product suites as part of the
financial statements for the complete “Building Envelope”: g Trading profit up 49% to €754.8m, (pre-currency,
year ended 31 December 2021. up 49%).
Gene M. Murtagh g Acquisitions contributed 12% to sales growth and 11%
Geoff Doherty INSULATED PANELS
to trading profit growth in the year.
Manufacture of insulated panels, structural framing
and metal facades. g Group trading margin of 11.6% (2020: 11.1%).
g Basic EPS up 48% to 305.6 cent (2020: 206.2 cent).
INSULATION
Manufacture of rigid insulation boards, technical g Final dividend per share of 26.0 cent (2020: 20.6 cent)
insulation and engineered timber systems. giving a total dividend for the year of 45.9 cent (2020:
20.6 cent).
LIGHT & AIR
g Year end net debt1 of €756.1m (2020: €236.2m). Net
Manufacture of daylighting, smoke management
debt to EBITDA2 of 0.88x (2020: 0.40x).
and ventilation systems.
g ROCE of 19.5% (2020: 18.4%).
WATER & ENERGY
g Unprecedented raw material inflation with strong
Manufacture of energy and water solutions and all
price recovery effort.
related service activities.
g Strong underlying volume growth of 13% and 11% in
DATA & FLOORING Insulated Panels and Insulation.
Manufacture of data centre storage solutions and
g Insulated Panels sales increased by 45%, driven by
raised access floors.
strong momentum generally in construction activity,
raw material led price growth further enhanced by

+42% +49% +48%

strong demand in high growth sectors. Year end order
Kingspan’s five key business divisions offer a suite of
backlog volume 28% ahead of the same point in 2020.
complementary building envelope solutions for both
66% growth in sales value of QuadCore™.
the new build and refurbishment markets.
REVENUE TRADING EPS g Insulation sales increased by 50%, reflecting strong
(€m) PROFIT (€m) (cent) Results And Dividends demand in key markets and inflation recovery on
Group turnover for the year ended 31 December pricing. Strong development activity during the year
2021 was €6,497m (2020: €4,576m), trading profit including the acquisition of Logstor Group, a leading
was €754.8m (2020: €508.2m), and earnings global supplier of technical insulation solutions.
per share were 305.6 cent (2020: 206.2 cent).
754.8

305.6
6,497.0

g Light & Air sales grew by 24%, reflecting the acquisition

The Consolidated Income Statement is set out
of Colt Group in Q2 2020 and the acquisition of
later in this Annual Report and a detailed review
Skydôme in 2021. Strong backlog at year end.
of the Group’s performance from a financial and
operational perspective is contained within the g Water & Energy sales increased by 29%, reflecting a
4,576.0

206.2
508.2

Business & Strategic Report. strong performance across all key markets, with the
exception of Australasia.
The Board has proposed a final dividend, if approved
g Data & Flooring sales increased by 21%, reflecting
at the Annual General Meeting, of 26.0 cent (2020:
strong data centre activity and ongoing development
Clean2Day 20.6 cent) per ordinary share payable on 6 May
of the European operations.
Tiel, The 2022 to shareholders registered on the record date
Netherlands of 25 March 2022. An interim dividend of 19.9 cent g Invested a total of €714m in acquisitions, capex
Insulated Panels per ordinary share was declared during the year and financial investments during the period.
KS1100 with (2020: nil). The total dividend for 2021 is 45.9 cent
2020

2020

2020
2021

2021

2021

QuadCore™ g Since period end, approximately €800m committed

compared to 20.6 cent for 2020. This is in line with
on three transactions subject to customary approvals.
the previously announced revised shareholder
returns policy. 1 Net debt pre-IFRS 16 per banking covenants
2 Net debt to EBITDA is pre-IFRS 16 per banking covenants

104 - 105 Photography: Bonte Fotografie Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Directors
 Innovation included in the Report of Accounting Records
At Kingspan, innovation is a core pillar the Nominations & Governance The directors are responsible for
The Business & INNOVATION
of our strategy and we view it as a Committee contained in this Annual ensuring that accounting records,
Strategic Report key strategic advantage. We believe Report. The Corporate Governance as outlined in Sections 281 to 285
Kingspan’s innovation agenda is driven across four key themes - building industry traditions must Statement is treated as forming part of the Companies Act 2014, are
contained in this performance, solutions, sustainability, and digitalisation. be challenged through innovation of this Annual Report. kept by the Group. The directors
Annual Report in advanced materials and digital have provided appropriate systems
PLANET PASSIONATE technologies in order to achieve a net Code Of Conduct and resources, including the
sets out the “four zero emissions future. In October 2020 Kingspan implemented appointment of suitably qualified
pillars” of Kingspan’s Our Planet Passionate agenda is inextricably linked with innovation. Planet
a new Code of Conduct, applicable to accounting personnel, to maintain
We have innovated a portfolio of all directors, officers and employees, adequate accounting records
strategy which drive Passionate is Kingspan’s 10-year sustainability programme which aims to
advanced products and solutions for that sets out our aspiration to maintain throughout the Group, in order to
impact three big global issues – climate change, circularity and protection
conversion from of our natural world.
architects and building owners which a culture where our everyday actions ensure that the requirements of
enable them to construct buildings are built on five core principles: Sections 281 to 285 are complied
traditional methods of that consume less resources. Future with. The accounting records of the
COMPLETING THE ENVELOPE
construction to ultra- proofing their investment, generating g Clear, ethical and honest business Company are maintained at the
returns through enhanced internal communications; principal executive offices located at
performance building Our strategy of ‘completing the envelope’ aims to take our innovation and space and operational performance, Dublin Road, Kingscourt, Co. Cavan,
g Compliance with the law;
envelopes, these are: sustainability DNA and apply them to a wider portfolio of products which and facilitating efficient construction A82 XY31, Ireland.
are complementary to our current offering. through thinner, lighter and safer to g Respect for the safety and
handle materials. Increasingly we are wellbeing of colleagues; The European Communities
GLOBAL enhancing our service and solutions (Takeover Bids (Directive 2004/25/
g Protection of our Group assets;
through digitisation. By surfacing our EC)) Regulations 2006
products digitally, we’re making it g Upholding our commitment to
Kingspan is a truly global business, operating in over 70 countries with 198
easier to find them, specify them, buy a more sustainable future. Structure of the Company’s share
manufacturing sites across the globe.
them, build with them and track them. capital
https://www.kingspan.com/group/ At 31 December 2021, the Company
In the year ended 31 December commitments/people-and-community/ had an authorised share capital
2021, the Group’s research and our-code-of-conduct comprised of 250,000,000 (2020:
Throughout 2021, Kingspan made g Health & Safety; Financial Review and in the
development expenditure amounted 250,000,000) ordinary shares of
significant progress in pursuit of Sustainability Report contained in
g Laws and regulations. to €40.9m (2020: €33.1m). Research Kingspan’s commitment to the €0.13 each and the Company’s
this strategy with the result that this Annual Report. A number of the
and development expenditure is respect for Human Rights is contained total issued share capital comprised
Kingspan has continued to deliver Key Performance Indicators key performance indicators have
generally expensed in the year in in its Supply Chain Policy, while the 183,591,682 (2020: 183,402,238)
year on year growth. This strategy The directors are pleased to report on been included in more detail on
which it is incurred. Kingspan’s Sustainability section of this Annual ordinary shares.
will remain the focus of the execution the very positive performance during page 175 ‘Alternative Performance
continuing investment in research and Report details Kingspan’s approach to
of Kingspan’s strategic plan for the 2021 against its key performance Measures’. The key performance
development involves a number of key social, employee and diversity matters. The number of shares held as
foreseeable future. indicators. A detailed commentary indicators for Kingspan upon which
projects which include: treasury shares at the beginning of
incorporating key performance particular emphasis is placed are
Sustainability the year was 1,870,284 (1.03% of the
Principal Risks And Uncertainties indicators is contained within the listed below:
g PV solar-integrated PowerPanel™ Our mission is to accelerate a net zero then issued share capital (excluding
The principal risks and uncertainties
Wall; emissions future built environment with treasury shares)) with a nominal
facing the Group, and the actions Financial the wellbeing of people and planet at value of €243,136. During the year,
taken by Kingspan to mitigate g Fibre-free A1 classified AlphaCore®
Basic EPS growth 305.6 cent (2020: 206.6 cent) See page 44 its heart. We do this through enabling the Company repurchased 600,000
them are detailed in the Risk & Risk insulation;
high-performance buildings that shares as part of the Company’s
Management Report contained in this Sales growth €6.5bn (2020: €4.6bn) See page 44 g QuadCore™ 2.0; can save more energy, carbon and capital management strategy
Annual Report. The principal risks are:
Trading margin 11.6% (2020: 11.1%) See page 44 water. Aligned with our mission, we (0.33% of the issued share capital
g Kooltherm® 200 series;
g Volatility in the macro aim to make significant advances in (excluding treasury shares)) with a
environment; Free cash flow €127.1m (2020: €479.7m) See page 44 g Decarbonisation of materials; the sustainability of both our business nominal value of €78,000 which are
Return on capital employed 19.5% (2020: 18.4%) See page 44 operations and our products. In 2020 we held in treasury. A total of 216,144
g Product failure; g Digitalisation of the construction
achieved our Net Zero goal by matching shares (0.12% of the issued share
Net debt/EBITDA 0.88x (2020: 0.40x) See page 44 industry; and
g Failure to innovate; 100% of our operational energy with capital (excluding treasury shares))
g Translucent insulated solutions. renewable energy (on an aggregate with a nominal value of €28,099 were
g Climate change;
Non-Financial basis across the Group). In December re-issued during the year consequent
g Business interruption (including Corporate Governance 2019 we launched the next phase of to the exercise of share options under
IT continuity); Net Zero Energy 100% (2020: 100%) See page 61 The directors are committed to our sustainable development, our new the Kingspan Group Performance
Health & safety achieving the highest standards of 10 year Planet Passionate Programme, Share Plan and the Kingspan Group
g Credit risks and credit control; 1.2 per 100k hours (2020: 1.2) See page 64
(lost time injury) corporate governance. A statement setting ourselves challenging targets in Employee Benefit Trust, leaving a
g Employee development & retention; describing how Kingspan has applied the areas of carbon, energy, circularity balance held as treasury shares as
Gender balance 20% female (2020: 19% female) See page 64 the principles of good governance set and water. Learn more at www. at 31 December 2021 of 2,254,140
g Fraud & cybercrime;
Net Promotor Score Group NPS 45 (2020: 44) See page 84 out in the UK Corporate Governance kingspan.com under ‘Our Commitments’ (1.24% of the issued share capital
g Acquisition and integration of Code (July 2018) and the Irish and in our upcoming 2021 Planet (excluding treasury shares)) with a
new businesses; Planet Passionate Goals 12 Targets (2020: 12 Targets) See page 34 Corporate Governance Annex is Passionate Sustainability Report. nominal value of €293,037.

106 - 107 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Directors
Shareholding analysis as at 31 December 2021: Conflicts of Interest The Group has also reached g the Group’s rolling Strategic Plan
None of the directors have any direct agreement in February 2022, which extends to 2025;
or indirect interest in any contract or subject to customary approvals, to
Shareholding Number of % of Number of shares % of g the Group’s long-term funding
arrangement subsisting at the date acquire Troldtekt, a leading Danish
range accounts total held total commitments some of which fall
hereof which is significant in relation headquartered manufacturer of
to be repaid during the period;
1 - 1000 1,426 69.25 629,495 0.34 to the business of the Company or low carbon acoustic insulation. In
any of its subsidiaries nor in the share addition, the Group also completed g the inherent short-cycle nature of
1,001 - 10,000 581 28.22 1,603,969 0.87
capital of the Company or any of the acquisition of THU Perfil, an the construction market including
10,001 - 100,000 46 2.23 996,019 0.54 its subsidiaries. architectural and ceilings solutions the Group’s order bank and project
business in Spain. pipeline; and
100,001 - 1,000,000 3 0.15 392,162 0.21
Financial Instruments
g the potential impact of macro-
Over 1,000,000 3 0.15 179,970,037 98.04 In the normal course of business, There have been no other material
economic events and political
the Group has exposure to a variety events subsequent to 31 December
2,059 100.00 183,591,682 100.00 uncertainty in some regions.
of financial risks, including foreign 2021 which would require adjustment
currency risk, interest rate risk, to, or disclosure in this report. It is recognised that such future
Details of persons with a significant holding of securities in the Company are disclosed below: liquidity risk, and credit risk. The assessments are subject to a level
Company’s financial risk objectives Going Concern of uncertainty that increases with
and policies are set out in Note 19 The directors have reviewed budgets time, and therefore future outcomes
Notification Date Shareholder Shares held %
of the Financial Statements. and projected cash flows for a period cannot be guaranteed or predicted
27/01/2021 Eugene Murtagh 27,018,000 14.88% of not less than 12 months from with certainty.
Political Donations the date of this Annual Report, and
12/01/2022 The Capital Group Companies Inc. 16,402,352 9.04%
Neither the Company nor any of its considered its net debt position and The Group Strategic Plan is approved
26/01/2022 Blackrock, Inc. 14,603,818 8.05% subsidiaries have made any political capital commitments, available by the Board, building upon the
donations in the year which would committed banking facilities and several divisional management
08/03/2021 Allianz Global Investors GmbH 9,084,864 5.01%
be required to be disclosed under the other relevant information including plans as well as the Group’s strategic
27/01/2022 FMR LLC 7,221,533 3.98% Electoral Act 1997 (2020: €nil). the economic conditions currently goals. It is based on a number of
affecting the building environment cautious assumptions concerning
Subsidiary Companies generally and the Group’s Strategic macro growth and stability in our
Further information required by The Group operates from 198 Plan. On the basis of this review the key markets, and continued access
31-Dec-21 31-Dec-20
Regulation 21 of the above Regulations manufacturing sites, and has directors have concluded that there to capital to support the Group’s
as at 31 December 2021 is set out in Gene Murtagh 1,079,207 1,079,207 operations in over 70 countries are no material uncertainties that ongoing investments. The strategic
the Shareholder Information section worldwide. would cast significant doubt over the plan is subject to stress testing which
Geoff Doherty 240,039 221,721
of this Annual Report. Company’s and the Group’s ability involves flexing a number of the
Russell Shiels 200,000 200,000 The Company’s principal subsidiary to continue as a going concern. For main assumptions underlying the
Directors and Secretary undertakings at 31 December 2021, this reason, the directors consider forecast in severe but reasonable
Gilbert McCarthy 258,021 255,576 it appropriate to adopt the going
The directors and secretary of the country of incorporation and nature scenarios. Such assumptions are
Company at the date of this report are Linda Hickey 5,000 5,000 of business are listed on pages 182 to concern basis in preparing the rigorously tested by management
as shown in this Annual Report on pages 187 of this Annual Report. financial statements. and the directors. It is reviewed and
68 and 69. Ms. Éimear Moloney and Mr. Michael Cawley 30,600 30,600 updated annually and was considered
Paul Murtagh were appointed as non- John Cronin 8,000 8,000 The Company does not have any Viability Statement and approved by the Board at its
executive directors in April of 2021. branches outside of Ireland. In accordance with Provision meeting in December 2021.
Jost Massenberg 0 0 31 of the 2018 UK Corporate
Directors’ & Secretary’s Interests Anne Heraty 2,250 2,250 Outlook Governance Code, the directors are In making this assessment, the
in Shares The Board fully endorses the outlook required to assess the prospects of directors have considered the
The beneficial interests of the directors Paul Murtagh 0 N/A (“Looking Ahead”) expressed in the the Company, explain the period resilience of the Group, taking account
and secretary and their spouses and Éimear Moloney 0 N/A Chief Executive’s Review on page 41 over which we have done so and of its current position and the principal
minor children in the shares of the of this Annual Report. state whether we have a reasonable risks facing the business as outlined in
Company at the end of the financial Lorcan Dowd 3,318 3,188 expectation that the Company will the Risk & Risk Management Report
year are as follows: 1,826,435 1,805,542 Significant Events Since Year End be able to continue in operation and contained in this Annual Report, and
In February 2022, the Group meet liabilities as they fall due over the Group’s ability to manage those
Details of the directors’ and secretary’s reached agreement, subject to this period of assessment. risks. The risks have been identified
share options at the end of the customary approvals, to acquire using a top-down and bottom-up
financial year are set out in the report Ondura Group from Naxicap. Ondura The directors have assessed the approach, and their potential impact
of the Remuneration Committee Group, headquartered in France, is prospects of the Group over the was assessed having regard to the
contained in this Annual Report. As a leading global provider of roofing three-year period to February 2025. effectiveness of controls in place to
at 22 February 2022, there have been membranes and associated roofing manage each risk. In assessing the
no changes in the directors’ and solutions with 14 manufacturing sites The directors concluded that three prospects of the Group such potential
secretary’s interests in shares since 31 and a distribution network in 100 years was an appropriate period for impacts have been considered as have
December 2021. countries worldwide. the assessment, having had regard to: the mitigating factors in place.

108 - 109 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Directors
Based on this assessment the it is inappropriate to presume risks and uncertainties that Audit Information which the Group’s statutory auditor On behalf of the Board
directors have a reasonable that the Company, and the they face. Each of the directors have taken all is unaware.
expectation that the Group will Group as a whole, will continue the steps that they should or ought Gene M. Murtagh
be able to continue in operation in business. They are also satisfied in compliance to have taken as a director in order Auditor Chief Executive Officer
and meet its liabilities as they fall with Provision 27 of the 2018 UK to make himself or herself aware of In accordance with Section 383(2)
due over the three-year period of The directors are responsible for Corporate Governance Code: any relevant audit information and to of the Companies Act 2014, EY were Geoff Doherty
their assessment. keeping accounting records which establish that the Group’s statutory appointed as Group external auditor Chief Financial Officer
disclose with reasonable accuracy g that the Annual Report and auditor is aware of that information. on 1 May 2020, with effect for the
Directors’ Responsibility Statement at any time the financial position of financial statements, taken as So far as the directors are aware, financial year ending 31 December 22 February 2022
Each of the directors whose names the Group and the Company and a whole, is fair, balanced and there is no relevant information of 2020 and will continue in office.
and functions are set out in the Board which enable them to ensure that the understandable and provides
section of this Annual Report confirm financial statements comply with the the information necessary for
their responsibility for preparing the Companies Act 2014 and Article 4 of shareholders to assess the
Annual Report and the consolidated the IAS Regulation. Group’s position, business model
and Company financial statements in and strategy.
accordance with applicable Irish law They are responsible for safeguarding
and regulations. the assets of the Group and hence Directors’ Compliance Statement
for taking reasonable steps for the The directors acknowledge that
Company law in Ireland requires prevention and detection of fraud and they are responsible for securing
the directors to prepare financial other irregularities. the Company’s compliance with its
statements for each financial year. relevant obligations in accordance
Under that law the directors have to The directors are responsible for the with Section 225(2)(a) of the
prepare the consolidated financial maintenance and integrity of the Companies Act 2014 (the “Act”)
statements in accordance with corporate and financial information (described below as the “Relevant
International Financial Reporting on the Company’s website. Legislation Obligations”).
Standards (IFRSs) as adopted by the in the Republic of Ireland governing
European Union (EU). The directors the preparation and dissemination of In accordance with Section 225 (2)(b)
have elected to prepare the Company financial statements may differ from of the Act, the directors confirm that
financial statements in accordance legislation in other jurisdictions. they have:
with IFRSs as adopted by the EU
1. drawn up a Compliance Policy
and as applied by the Companies In accordance with Transparency
Statement setting out the
Act 2014. The financial statements (Directive 2004/109/EC) Regulations
Company’s policies (that are,
are required by law to give a true 2007 and the Transparency Rules
in the opinion of the directors,
and fair view of the assets, liabilities of the Financial Regulator, the
appropriate to the Company)
and financial position of the Group directors confirm that to the best
in respect of the compliance by
and Company and of the profit or of their knowledge:
the Company with its Relevant
loss of the Group for that period. In
Obligations;
preparing those financial statements, g the Group financial statements
the directors are required to: and the Company financial 2. put in place appropriate
statements, prepared in arrangements or structures that,
g select suitable accounting policies accordance with the applicable in the opinion of the directors,
and then apply them consistently; set of accounting standards, give provide a reasonable assurance of
a true and fair view of the assets, compliance in all material respects
g make judgements and estimates
liabilities, financial position and with the Company’s Relevant
that are reasonable and prudent;
profit or loss of the Group and Obligations; and
g state whether applicable IFRSs Company; and
3. during the financial year to which
have been followed, subject to Urban HQ
g the Report of the Directors this report relates, conducted a
any material departures disclosed Belfast, Ireland
includes a fair review of the review of the arrangements or
and explained in the financial Data & Flooring
development and performance of structures that the directors have
statements; and Torlock and FDEB
the business and the position of put in place to ensure material
Floor Systems
g prepare the financial statements the Group and Company, together compliance with the Company’s
on the going concern basis unless with a description of the principal Relevant Obligations.

110 - 111 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Directors