Board Committees
The Board has an effective committee structure to assist in the discharge of its responsibilities. The Board has four committees, each of which has formal terms of reference.
The following table outlines membership of the committees:
| Audit & Finance | Risk | Investment / Infrastructure | Remuneration |
|---|---|---|---|
| P. Kitt (Chairperson) | A. Eames (Chairperson) | L.K. Shields (Chairperson) | R. Hynes (Chairperson) |
| L. Crowley | L. Crowley | R. Hynes | A. Eames |
| A. Eames | P. Kitt | J. Mullins | M. O'Hara |
| J. O'Flynn | J. O'Flynn | L.K. Shields | |
Audit & Finance Committee
The main function of the Audit and Finance Committee is to assist the Board in fulfilling its responsibilities in ensuring the appropriateness and completeness of the system of internal control, reviewing the manner and framework in which management ensures and monitors the adequacy of the nature, extent and effectiveness of internal control systems, including accounting control systems and thereby maintaining an effective system of internal control. The Committee carries out this responsibility in close liaison with the Board Risk Committee, which advises the Board in establishing the Board’s risk appetite and setting standards for the Board’s risk control framework.
The internal and external auditors meet with the Audit and Finance Committee as provided for in the Committee’s Terms of Reference and the Internal Audit Charter. The Audit and Finance Committee meets quarterly with the internal audit function and periodically with the external auditor to discuss control issues, financial reporting and other related matters. The Chairman of the Audit and Finance Committee reports to the Board on all significant issues considered by the Committee.
During 2009 the Audit and Finance Committee reviewed the annual financial statements, the system of internal controls, the reports of the Internal and External Auditors and Risk Management, monitored the effectiveness of internal audit and considered and made recommendations to the Board on the annual operating plan and budget. During 2009 the amalgamation of the Risk Management and Internal Audit functions was completed under a new Head of Internal Audit and Risk with the operational resource requirements for Internal Audit provided by an outsourced service provider selected by means of a competitive tender process.
The Audit and Finance Committee Terms of Reference include the consideration and recommendation on the appointment of the External Auditor. The Committee has approved a policy on the engagement of the External Auditor for non-audit work which ensures that independence and objectivity is safeguarded in accordance with best practice. The Internal and External Auditors have full and unrestricted access to the Audit and Finance Committee. The Head of Internal Audit and Risk reports functionally to the Audit and Finance Committee, administratively to the Finance Director and also has a direct line of communication with the Chief Executive. The Terms of Reference were updated during 2009 to reflect the amalgamation of the Audit Committee with the Finance Committee and also to reflect the transfer of certain risk management functions to the Risk Committee. The Board is satisfied that at all times during the year at least one Member of the Committee had recent and relevant financial experience.
A Raising Concerns Policy is included in the Code of Business Conduct. Review of this policy is included in the Terms of Reference of the Audit and Finance Committee.
Risk Committee
The role of the Risk Committee is to assist the Board in the effective discharge of its responsibilities for business, strategic, operational, trading, treasury, contract, reputational, information security, technical, legal and regulatory risk management. This includes approving and monitoring the organisation's risk management strategy, control processes and reporting systems. The establishment of this Committee is aligned with the new requirements of the Code of Practice for the Governance of State Bodies. The Head of Internal Audit and Risk reports directly to the Risk Committee in relation to risk management.
Investment and Infrastructure Committee
The Investment and Infrastructure Committee meets regularly to evaluate new development opportunities and monitors projects involving significant capital expenditure and reports to the Board on a regular basis to ensure that new developments, opportunities and projects meet appropriate criteria including, amongst other considerations, shareholder return expectations.
Remuneration Committee
The Remuneration Committee considers and makes recommendations to the Board on the remuneration and other terms and conditions of employment of the Chief Executive. The Committee monitors the development of current and future management of Bord Gáis Éireann.