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(1)	Executive Officer of the Company.

(2)	Member of Compensation and Organisation Committee.

(3)	Member of Audit Committee.

(4)	Member of Nominating and Governance Committee.

(5)	Member of Execution Committee.

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•

The Company is exempt from provisions set forth in NASDAQ Rule 5620(c), which requires each issuer (other than limited partnerships) to provide for a quorum in its by-laws for any meeting of the holders of common stock, which shall in no case be less than 33.33% of the outstanding shares of the issuer’s common voting stock.  The Company’s Constitution requires that only 3 members be present, in person or by proxy, at a shareholder meeting to constitute a quorum.  This quorum requirement is in accordance with Irish law and generally accepted business practices in Ireland.

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The Company is exempt from provisions set forth in NASDAQ Rule 5635(c) which requires (other than for certain specified exceptions) shareholder approval prior to the establishment or material amendment of a stock option or purchase plan or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees or consultants.  Irish law does not require shareholder approval with respect to equity compensation arrangements.  Accordingly, the 2013 Employees Restricted Share Unit Plan and the amendments to the Employee Share Option Plan 2008 and Consultants Share Option Plan 2008 were adopted by the Board of Directors without shareholder approval.

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The Company is exempt from provisions set forth in NASDAQ Rule 5605(b)(2), which requires independent Directors to hold regularly scheduled meetings at which only independent Directors are present.  Irish law does not require independent directors to hold regularly scheduled meetings at which only independent Directors are present.  The Company holds regularly scheduled meetings which all of the Directors may attend and the Lead Independent Director may call meetings of the independent directors and non-employee directors of the Board, as appropriate, in accordance with the Lead Independent Director Charter.

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(1)

Includes 633,915 ordinary shares issuable upon the exercise of stock options granted by the Company, 40,172 restricted stock units (“RSUs”) awarded by the Company to directors, officers and other key employees and 169,956 performance share units (“PSUs”) awarded by the Company to Directors, officers and other key employees. Of the issued PSUs, performance conditions will determine how many of them vest and, if performance targets are exceeded, additional PSUs will be issued and vest in accordance with the terms of the relevant PSU award.

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•	Accountability & delivery: We take pride in what we do

•	Collaboration: We are one team

•	Partnership: We partner with our customers

•	Integrity: We do the right thing

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•	energy use;

•	waste generation;

•	emissions to air/water;

•	water use;

•	transport; and

•	procurement.

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•	Supporting education & building closer ties between industry & academia; and

•	Improving the welfare of people in the communities in which we live.

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Strategic Partnership with University College Dublin. ICON has been engaged in a strategic partnership with UCD since 2012, which has been heralded as a model for industry-academia collaboration. ICON was a lead benefactor of UCD’s new Science Centre, which is home to over 5,200 science students. ICON’s partnership also includes the ICON Chair of Business Analytics as well as scholarships for Masters and Doctorate degrees to attract science graduates into careers in clinical research. In addition, ICON and UCD developed an industry-tailored Graduate Certificate in Clinical Research in UCD’s School of Medicine and Medical Science in 2013.

•	Scholarships supporting female GAA players. ICON has a partnership with the Women’s Gaelic Players Association, whereby we provide ICON-GPA Life Sciences Scholarships to inter-county football and camogie players engaged in undergraduate and post-graduate life sciences courses. ICON also provides mentoring to players to help them on their career journeys.

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Partnership with Junior Achievement to inspire schoolchildren. ICON supports our people who take time out of their working day over a period of 5 weeks to deliver Junior Achievement educational programmes. Junior Achievement encourages young people to remain in education and teaches them the skills they need to succeed in a changing world. Our volunteers teach primary and secondary level students valuable business, STEM and entrepreneurship skills that will stand them in good stead as they progress through education and beyond.

•	Science Gallery Founding Partner. ICON has been a lead corporate supporter of the Science Gallery at Trinity College Dublin since its inception in 2008. Science Gallery aims to inspire and transform curious minds through engagement with science.

•	Corporate donations to employee-nominated charities. In 2018, ICON supported over 20 charities across the world which are supporting people living in poverty, who are suffering from a variety of diseases, are the victims of domestic violence, or natural disasters.

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•	Donations in support of employee fundraising. ICON employees raise significant amounts for a variety of charities each year through in-house fundraising events. ICON recognises the enormous effort and creativity of our employees who fundraise for causes that are important to them by supplementing monies raised through ICON’s Charitable Donation Programme.

•	Corporate philanthropic partnership with the Ireland Funds. Over the past 3 years, ICON has partnered with the Ireland Funds, a global philanthropic network that has benefited more than 3,200 different charitable organisations.

•	Global ethics compliance;

•	Data protection and procedures;

•	IT security;

•	Confidentiality and maintaining communications; and

•	Social media usage.

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•	Training and Development - Under our Diversity and Inclusion Program, we will be training all our people leaders to understand unconscious bias and similarity bias and also how to encourage diversity of thought and foster inclusion in their teams. These fundamentals will be embedded into all people leader programmes, and reflect the values upon which we assess performance behaviours.

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Talent - We recognise that more diversity in senior leadership increases organisational performance. In 2019 we are launching our global NextGen Leadership programme for those who have been identified as a High Performing & High Potential Leader. This programme will focus on core organisational skills that will enable these individuals to increase their readiness for promotion, as well as create a strong internal network of senior leaders who feel empowered to take hold of their careers and aim for the top. This programme will help build and support our development of future leaders from within and complements existing senior level High Potential programmes already inexistence in the organisation.

•	Recruitment - We continue to strive to source the best talent in our industry from across the world to fill the highly specialised roles required to help bring new drugs to market. Our most senior roles are truly global in nature. In 2018, we mandated gender balanced short lists for senior leadership appointments across the organisation in all markets in which we are located.

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Retention - we offer flexible working arrangements that help our people achieve balance. Approximately 45% of our employees work remotely. We also support and facilitate part time working arrangements. Approximately 16% of our people work part-time. We have a bonus programme for all employees linked to individual and company performance and also operate a global recognition programme where peer to peer recognition and awards take place for employees who go the extra mile. We also recognise and reward employees who reach significant service milestones within the company

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•	a compliance policy statement has been drawn up setting out the Company’s policies with regard to such compliance;

•	appropriate arrangements and structures that, in their opinion, are designed to secure material compliance with the Company’s relevant obligations, have been put in place; and

•	a review has been conducted, during the financial year, of the arrangements and structures that have been put in place to secure the Company’s compliance with the relevant obligations.

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•	select suitable accounting policies and then apply them consistently;

•	make judgements and estimates that are reasonable and prudent;

•	state whether they have been prepared in accordance with IFRS as adopted by the EU; and

•	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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•	the Consolidated Financial Statements give a true and fair view of the assets, liabilities and financial position of the Group as at 31 December 2018 and of the Group’s profit for the year then ended;

•	the Company Statement of Financial Position gives a true and fair view of the assets, liabilities and financial position of the Company as at 31 December 2018;

•	the Consolidated Financial Statements have been properly prepared in accordance with IFRS as adopted by the European Union;

•	the Company Financial Statements have been properly prepared in accordance with IFRS as adopted by the European Union, as applied in accordance with the provisions of the Companies Act 2014; and

•	the Consolidated Financial Statements and Company Financial Statements have been properly prepared in accordance with the requirements of the Companies Act 2014 and, as regards the Group financial statements, Article 4 of the IAS Regulation.

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•	we have not identified material misstatements in the directors’ report;

•	in our opinion, the information given in the directors’ report is consistent with the financial statements;

•	in our opinion, the directors’ report has been prepared in accordance with the Companies Act 2014.

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1.	Basis of preparation and statement of accounting policies

•	IFRS 9 Financial instruments

•	IFRS 15 Revenue from Contracts with Customers

•	Classification and Measurement of Share-based Payment Transactions - Amendments to IFRS 2

•	Annual improvements 2014-2016 cycle

•	Interpretation 22 Foreign Currency Transactions and Advance Consideration.

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•	those to be measured subsequently at fair value through OCI

•	those to be measured subsequently at fair value through profit or loss and

•	those to be measured at amortised cost.

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Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses.

•	FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets' cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the

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•	FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FPL is recognised in profit or loss.

•	financial assets at fair value through profit or loss, (none existed at 31 December 2017)

•	loans and receivables,

•	held-to-maturity investments, and

•	available-for-sale financial assets (current asset investments) .

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•	hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedges)

•	hedges of a particular risk associated with the cash flows of recognised assets and liabilities and highly probable forecast transactions (cash flow hedges), or

•	hedges of a net investment in a foreign operation (net investment hedges).

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2.	Segmental information

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3.	Profit before taxation

(1)	Audit fees include annual audit fees for ICON plc.

(2)	Audit fees for the Company for the year are set at $30,000 (2017: $30,000)

(3)	Other assurance fees principally consist of fees for the audit of remaining subsidiaries and fees for the audit of the financial statements of employee benefit plans.

(4)	Tax advisory fees are for tax compliance and tax advisory services.

(5)	Other non-audit fees principally consist of fees for financial due diligence. The higher level of other non-audit fees in 2017 compared to 2018 relates specifically to additional financial due diligence services ($1.1 million) provided in connection with a proposed significant one-time potential acquisition transaction by the company in 2017.

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3.	Profit before taxation (continued)

4.	Financing income

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5.	Financing expense

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6.	Income tax expense

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7.	Earnings per share

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8.	Exceptional items

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8.	Exceptional items (continued)

9.	Payroll and related benefits

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*

In February 2018, the Board approved the appointment of Mr. Murray as non-Executive Chairman of the Board of Directors with effect from 12 May 2018. Mr. Murray ceased to be an employee of the Company as of this date. Mr. Murray was granted and held ordinary share options, Restricted Share units and Performance Share units as Chief Financial Officer, Chief Executive Officer and Executive Chairman. The vesting of the Ordinary Share Options and Restricted Share Units which were unvested on Mr. Murray ceasing to be an ICON plc employee (12 May 2018) were accelerated and the outstanding Ordinary Share Options and Restricted Share Units vested on that date. The unvested Performance Share Units with vesting dates between 12 May 2018 and March 2019 were forfeit on Mr. Murray ceasing to be an ICON plc employee on 12 May 2018.

(1)	Of the issued PSUs, performance conditions will determine how many of them vest and, if performance targets are exceeded, additional PSUs will be issued and vest in accordance with the terms of the relevant PSU award.

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(i)	Defined Contribution Schemes

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(ii)	Defined Benefit Plans

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11.	Share-based payment

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12.	Property, Plant and Equipment

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13.	Intangible assets – goodwill and other

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14.	Business combinations

(a)	Acquisition of Mapi Group

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15.	Inventories

16.	Accounts receivable, unbilled services (contract assets) and payments on account (contract liabilities)

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•	significant financial difficulties of the debtor

•	probability that the debtor will enter a financial restructuring process, and

•	default or late payment

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17.	Other assets

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18.	Financial asset investments

19.	Cash and cash equivalents

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20.	Accrued and other liabilities

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23.	Bank credit lines and loan facilities

•	incur or assume liens or additional debt;

•	dispose of assets;

•	engage in mergers or reorganisations; or

•	enter into certain types of transactions with affiliates.

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24.	Share capital

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25.	Capital and reserves

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•	trade receivables (billed amounts) for services provided to customers

•	unbilled receivables (contract assets) for services provided to customers

•	debt instruments carried at FVOCI

•	cash and cash equivalents

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27.	Lease commitments

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28.	Commitments and contingencies

•	ICON Clinical Research Limited

•	DOCS Resourcing Limited

•	ICON Holdings Unlimited Company

•	Timpani Unlimited Company

•	ICON Clinical Research Property Holdings (Ireland) Limited

•	ICON Clinical Research Property Development (Ireland) Limited

•	ICON Holdings Clinical Research International Limited

•	ICON Clinical International Unlimited Company

•	ICON Investments One Limited

•	ICON Investments Two Limited

•	ICON Investments Three Limited

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•	ICON Investments Four Unlimited Company

•	ICON Investments Five Unlimited Company

29.	Litigation

30.	Related parties

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31.	Subsequent events

32.	Subsidiary undertakings

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33.	Disaggregation of Revenue

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•	Current asset investments are classified as financial assets at FVOCI reflecting the measurement basis;

•	Long-term equity investments are classified as financial assets at fair value through profit or loss;

•	Expected credit loss assessment in respect of trade and other receivables are identified in Note 16 and Note 26. The identified impairment loss was immaterial;

•	While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial; and

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•	The impairment loss identified on application of the expected credit risk model to debt instruments was immaterial.

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35.	Approval of financial statements

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1.	Property, plant and equipment

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2.	Intangible assets

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3.	Investment in subsidiaries

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4.	Deferred taxation

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5.	Other current assets

6.	Amounts due from/to subsidiary undertakings

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7.	Accrued and other liabilities

8.	Related parties

(a)	During 2018, the Company received dividends of $172.3 million (2017: $43.5 million) from its subsidiary undertakings ICON Clinical Research Limited ($100.9 million), ICON Holdings Unlimited Company ($62.6 million) and ICON Investments Four Unlimited Company ($8.8 million).

9.	Commitments and contingencies

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10.	Litigation

11.	Financial instruments

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12.	Approval of financial statements

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(a)	Financial statement format

(i)	the Group’s historic U.S. GAAP financial statements have been restated to reflect the combined results of ICON and PRAI;

(ii)	the costs of the merger were expensed for U.S. GAAP purposes and included in the cost of acquisition for IFRS;

(iii)	goodwill arising on IFRS has been amortised over its expected useful life up to 31 May 2001. No goodwill arose on the merger under U.S. GAAP;

(iv)	the tax charge arising on the conversion of PRAI from an S-Corporation to a C-Corporation is treated as a pre-acquisition charge under IFRS.

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(i)	Effect on profit for the financial year

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(ii)	Effect on shareholders’ equity

(iii)	Effect on total assets

(iv)	Effect on total liabilities

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•	the failure of products being tested to satisfy safety or efficacy requirements;

•	unexpected or undesired clinical results of the product;

•	a decision that a particular study is no longer necessary or viable;

•	poor project performance, quality concerns, insufficient patient enrolment or investigator recruitment; and

•	production problems resulting in shortages of the drug.

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•	leading technology to identify where the patients are that match the protocol;

•	assessment of the qualification of sites based on real data;

•	partnerships with leading technology vendors such as Intel, EHR4CR and TriNeTX and developing the capability to enable EMR interrogation into clinical insights such as sub-populations and larger pre-screened pool where the technology and regulations are enabled.

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•	disruption or failure of data centres, telecommunications facilities or other key infrastructure platforms;

•	security breaches, cyber-attacks or other failures or malfunctions in our application or information systems or their associated hardware or other systems that we have access to or that we rely upon or that have access to our systems; and

•	excessive costs, excessive delays or other deficiencies in or problems with systems development and deployment.

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•	effectively and quickly assimilate the operations and services or products of the acquired company or business;

•	integrate acquired personnel;

•	retain and motivate key employees;

•	retain customers; and

•	minimise the diversion of management's attention from other business concerns.

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•	if pharmaceutical, biotechnology or medical device companies expanded upon their in-house clinical or development capabilities, they would be less likely to utilise our services;

•	if governmental regulations were changed, it could affect the ability of our clients to operate profitably, which may lead to a decrease in research spending and therefore this could have a material adverse effect on our business; and

•	if unfavorable economic conditions or disruptions in the credit and capital markets negatively impacted our clients.

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•	termination of or delay in any research;

•	disqualification of data;

•	denial of the right to conduct business;

•	criminal penalties;

•	other enforcement actions including debarment from government contracts;

•	loss of clients and/or business; and

•	litigation from clients and/or patients and/or regulatory authorities and/or other affected third parties, and resulting material penalties, damages and costs.

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•	limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;

•	limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;

•	require us to use all or a portion of our cash flow from operations to make debt service payments;

•	require us to sell certain assets;

•	restrict us from making strategic investments, including acquisitions or cause us to make non-strategic divestitures;

•	place us at a competitive disadvantage compared to our competitors that have less debt;

•	cause us to incur substantial fees from time to time in connection with debt amendments or refinancing;

•	limit our flexibility to plan for, or react to, changes in our business and industry; and

•	increase our vulnerability to the impact of adverse economic and industry conditions.

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•	incur or assume liens or additional debt;

•	dispose of assets;

•	engage in mergers or reorganisations, or;

•	enter into certain types of transactions with affiliates.

•	general market and economic conditions;

•	our results of operations;

•	issuance of new or changed securities analysts’ reports or recommendations;

•	developments impacting the industry or our competitors;

•	introduction of new products or services by us or our competitors;

•	the public's reaction to our press releases, our other public announcements and our filings with the SEC;

•	guidance, if any, that we provide to the public, any changes in this guidance or failure to meet this guidance;

•	changes in the credit ratings of our debt;

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•	sales, or anticipated sales, of large blocks of our stock;

•	additions or departures of key personnel;

•	regulatory or political developments;

•	litigation and governmental investigations;

•	changing economic conditions; and

•	exchange rate fluctuations.