In accordance with the provisions of Section 167 of the Companies Act 2014 (the “Act”), the Directors confirm that they have in place a Risk and Audit Committee which meets the requirements of section 167 of the Act. The Risk and Audit Committee as at 27 March 2019 were Denise Cronin (Chairman), John Farrelly and Barry Walsh. The Committee met six times during the financial year. During the financial year, the Risk and Audit Committee commissioned an independent review of IT Security in the Bord na Móna Group. In addition, the Committee was involved in an in-depth review of the risk management process in the Bord na Móna Group. The Committee meets periodically with the internal auditor and the external auditor to discuss the Group’s internal accounting controls, the internal audit function, the choice of accounting policies and estimation techniques, the external audit plan, the statutory audit report, financial reporting, procurement compliance, protected disclosures and other related matters. The internal auditor and external auditor have unrestricted access to the Risk and Audit Committee. The Chairman of the Committee reports to the Board on all significant issues considered by the Committee and reports on its meetings are circulated to all Directors.
The Remuneration Committee deals with the remuneration and expenses of the Managing Director and senior management within Government guidelines, Human Capital Planning, Succession Management, Pensions and other HR matters. The members as at 27 March 2019 were Geoff Meagher (Chairman), Elaine Treacy and Gerard O’Donoghue. The Chief Executive, Tom Donnellan, attends the Committee except when his own position is being discussed. The Committee met three times during the financial year.
The Finance Committee considers the financial aspects of matters submitted to the Board, including the Annual Budget and Five Year Plan, and the procurement, disposal and leasing of land, buildings and facilities. The members as at 27 March 2019 were Geoff Meagher (Chairman), Tom Donnellan, Denis Leonard and Paschal Maher. The Committee met two times during the financial year.
The Health and Safety Committee advises the Board on Health and Safety matters within the Bord na Móna Group. The members as at 27 March 2019 were Gerard O’Donoghue (Chairman), Colman Hynes, Seamus Maguire and Tom Donnellan. The Committee met three times during the financial year.
The Board Evaluation Committee facilitates a Board performance evaluation process each year, including an independent third party process every three years and advises the Board on the outcome of the evaluation process and any corrective actions required. The members as at 27 March 2019
were Barry Walsh (Chairman), Paschal Maher and Elaine Treacy. The Committee met five times during the financial year.
The table below summarises the attendance of Directors at Board and Committee meetings which they were eligible to attend during the year ended 27 March 2019.
|Director||Board Meetings Attended/Eligible||Committee Meetings Attended/Eligible|
|G Meagher (Chairman)||10/10||5/5|
|T Donnellan (Managing Director)||10/10||7/7|
|P Casey (until 31 December 2018)||6/7||2/2|
|K Healy (until 31 December 2018)||7/7||1/1|
|C Hynes (from 1 January 2019)||2/3||1/2|
|P Rowland (from 1 January 2019)||3/3||-/-|