Board Committees

Trintech Group plc currently has three Board committees – the audit committee, the compensation committee, and the nominating and corporate governance committee.

The Audit Committee

The Audit Committee, which comprises only non-executive directors, meets a minimum of five times per year. Its brief, amongst other things, is to review the quarterly and annual financial statements prior to filing them with the Securities and Exchange Commission or other regulatory bodies, internal control matters and the scope and effectiveness of external audit. The Audit Committee recommends to the board of directors the selection of an independent accounting firm and approves the fees and other compensation to be paid to the accounting firm. The Audit Committee also:

• reviews the performance of the Company’s independent accounting firm;
• reviews the adequacy of the internal financial and accountancy controls, and
• provides additional information and materials, as it may deem necessary, to make the Board of Directors aware of significant financial matters that require the attention of the Board of Directors.

The Chief Financial Officer normally attends meetings of the Committee, while the external auditors attend as required and have direct access to the Committee Chairman at all times.

The Compensation Committee

The Compensation Committee, which consists of one non-executive director and the CEO, determines the Group’s policy on executive remuneration and considers and approves salaries and other terms of the compensation package for the executive directors and officers. The Compensation Committee is also responsible for the administration and award of options to purchase shares pursuant to option schemes.

The Compensation Committee also:

• administers and recommends the appropriate administrators for any other employee benefit plans in accordance with their terms
• develops and recommends policies with respect to management perquisites and incidental benefits, such as automobiles, professional association dues and similar benefits
• considers whether the Company’s salaries and benefits are competitive by reviewing surveys of the benefits and salaries paid by other companies, and
• consults with and seeks advice from the Company’s Chairman, counsel and accountants concerning the appropriateness and usefulness of the Company’s compensation plans, and consults with senior management and other appropriate persons, including outside consultants, regarding how best to encourage incentive and how to evaluate performance.

The Compensation Committee meets at least five times a year.

Nominating and Corporate Governance Committee

The responsibilities of the Nominating and Corporate Governance Committee include seeking, screening and recommending to the Company’s Board of Directors the persons to be nominated for election as directors at any meeting of shareholders, leading the process for all Board appointments (executive, non-executive and chairperson), developing and recommending to the Company’s Board of Directors a set of corporate principles applicable to the Company, overseeing the evaluation of the Company’s Board of Directors and management and assessing the leadership skills of the Company in terms of the ability of the Company to compete in the industry. The members of the Nominating and Corporate Governance Committee are Trevor D. Sullivan (Chairman), Robert M. Wadsworth, Kevin C Shea and Dr. Jim Mountjoy.