About the Board

The Board of Directors

Policy in Bord na Móna is determined by a twelve-member Board appointed by the Minister for Communications, Energy and Natural Resources. Seven of the Directors are normally appointed for a term of five years. Four of the Directors are appointed for a term of four years, in accordance with the Worker Participation (State Enterprises) Acts 1977 and 1988. The Managing Director is appointed to the Board upon taking that position.

The Board is responsible for overseeing and directing the Bord na Móna Group and ensuring its long-term success. Decisions are made after appropriate information has been made available to Board members and with due consideration of the risks identified through the risk management process.

The Board has reserved a schedule of matters for its decision, including:

• Approval of Group Strategy, Five Year Plan, Annual Budgets and interim and annual financial statements;

• Review of operational and financial performance;

• Approval of major capital expenditure;

• Review of the Group’s system of financial control and risk management;

• Appointment of the Managing Director; and,

• Appointment of the Company Secretary.

The Board is provided with regular information on a timely basis which includes Key Performance Indicators for all areas of the business. Reports and papers are circulated to the Directors in preparation for Board and Committee meetings.

All members of the Board have access to the advice and services of the Company Secretary who is responsible to the Board for ensuring that Board procedures are complied with. The Group’s professional advisers are available for consultation by Directors as required. Individual directors may take independent professional advice in line with specified procedures.

Each Director received an appropriate briefing on being appointed to the Board and access to training is provided by the Group during a Director’s term of office.

The Board implemented a process for evaluating its performance during the period.

The Board and Management maintain an ongoing dialogue with stakeholders on strategic issues.

The Board considers that all Directors are independent in character and judgment. However, the Board notes that the Managing Director and four Directors appointed in accordance with the Worker Participation (State Enterprises) Acts 1977 and 1988 have contracts of employment with Bord na Móna.

Remuneration of Directors

Fees for Directors are determined by the Government and set out in writing by the Minister for Communications, Climate Action and Environment. Directors’ remuneration is outlined in note 5 to the financial statements on page 79 of the Annual Report 2019. The total expenses paid to the Directors in the financial year was €22,727 (FY19: €20,960).

Board Meetings

The Board met 10 times during the financial year.

Companies Act 2014

Director’s Compliance Statement

It is the policy of Bord na Móna plc to comply with the Company’s relevant obligations, as defined in section 225 of the Act. Each of the Directors acknowledge that they are responsible for the Company’s compliance with its “relevant obligations” and confirm as follows:

• A compliance policy statement has been drawn up, setting out the Company’s policies regarding compliance by the Company with its “relevant obligations”;
• Appropriate arrangement and structures designed to secure material compliance with the Company’s “relevant obligations” have been put in place; and
• A review of the aforementioned arrangements and structures has been conducted during the financial year.

Relevant Audit Information

In accordance with the provisions of section 330 of the Act, each of the Directors confirms that:

• So far as the Directors are aware, there is no relevant audit information of which the statutory auditors are unaware; and
• The Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and they have established that the statutory auditors are aware of that information.