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:
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 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 judgement. 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.
The Companies Act 2014 commenced on 1 June 2015. The Directors were fully briefed during the year on their responsibilities and obligations under the Act. The Board has put in place appropriate procedures to ensure compliance. All subsidiaries of Bord na Móna plc will be converted by 31 August 2016 to either Designated Activity Companies or Companies Limited by Shares. In addition, certain other provisions of the Act relating to Audit Committees, Directors’ Compliance Statements and Directors’ Audit Report Confirmations will come into effect for FY17 and specific processes have been approved in regard to these.
Fees for Directors are determined by the Government and set out in writing by the Minister for Communications, Energy and Natural Resources. Directors’ remuneration is outlined in note 5 to the financial statements on page 74.
The total expenses paid to the Directors in FY16 was €22,398 (FY15: €32,112).
Fees for Directors are determined by the Government and set out in writing by the Minister for Communications, Energy and Natural Resources. Director’s remuneration is outlined in note 4 to the financial statements on page 62. The aggregate expenses paid to the Directors in 2014/2015 were €32,112 (2013/2014: €33,001).
The Board met 11 times during the financial year.