EirGrid plc Board Papers January 2015

Transcription

1 APPROVAL OF MINUTES APPROVAL OF MINUTES MEETING OF THE BOARD OF DIRECTORS OF EIRGRID plc (No.168) Place: in the Boardroom, The Oval, 160 Shelbourne Road, Ballsbridge, Dublin 4 Present: Mr John O Connor (Chairperson) Ms Doireann Barry Mr Liam O Halloran Mr Fintan Slye Dr Gary Healy Dr Joan Smyth Ms Bride Rosney Ms Regina Moran (by conference call) Mr Richard Sterling Apologies: Date: 17 th December 2014 Time: 9.30 a.m. In Attendance: Ms Niamh Cahill, Company Secretary, Company Lawyer Mr Alan Thomson, Head of Internal Audit and Compliance, items 3b and 9 Mr John Fitzgerald, Grid Development Director, item 4b and 5 Ms Rosemary Steen, Public Affairs Executive Director, item 4b Mr Aidan Skelly, Finance Director, items 6 and 8 Ms Claire Kane, Freedom of Information Manager, item 10 Ms Siobhan Toale, Director Human Resources, item 4b Mr Bill Thomson, Group Regulation Manager, item 8 Mr Michael Behan, Group Financial Controller, item 6 3

2 1. Declaration of Directors Interests None 2. (a) Approval of Minutes of Meeting 27th November 2014 Decision:- Approved (b) Issues arising from Previous Board Meetings Decision:- Noted Board requested a note of apology be sent to Nick Fullerton due to the Board having insufficient time to hear his presentation at the November Board meeting. 3. (a) Reports of Sub Committees (where applicable) The Board discussed and noted the following Chairpersons Reports tabled with the Board papers for this meeting in respect of the Board Committee meetings held on 4 th December 2014:- Chairpersons Report from the Audit Committee Chairpersons Report from the Grid Infrastructure Projects Committee Chairpersons Report from the Public Affairs Committee Chairpersons Report from the Pensions Committee The Board also received a verbal report from Chairperson of the Remuneration Committee held on 3rd December 2014 and noted:- 4

3 The rolling agenda of the Remuneration Committee for 2015 was reviewed and the Committee s Annual Performance Review was conducted. Risk Register was reviewed. The Chairperson of the Audit Committee also provided a verbal update of their additional meeting of 16 th December 2014 which is set out in the Chairperson s report attached to these Minutes. (b) Annual Review of Risk Management Framework The Risk Management Framework was considered by the Audit Committee at its 4 th and 16 th December meetings and it was agreed to recommend for approval subject to minor amendments. In addition, it was agreed a power hour briefing would be scheduled for staff on the Risk Process within the Group. (c) Approval of Public Affairs Committee Charter The Public Affairs Committee at its meeting on 4 th December agreed to recommend for approval their Charter with minor amendments. subject to minor amendment; i.e. change Republic of Ireland to Ireland 5

4 & Project Approvals The Board considered a paper and requesting approval for the following three projects which had been considered by the Grid Infrastructure Projects Committee (GIPC) at its meeting on 04 th December The GIPC agreed to recommend for approval the following Project Agreements:- Tarbert Station Refurbishment Ryebrook GIS Station Aghada 220kV Station Refurbishment 4. (a) CE Report CE provided an update on the following current issues:- Re: North South Planning Application in RoI Meeting held with An Bord Pleanála who have provided feedback on draft planning application and in summary are seeking further information which will take a number of weeks to compile. (b) Follow-up to Consultation Review John Fitzgerald and Rosemary Steen provided a briefing on the media coverage following the launch of the Consultation Review published by EirGrid which overall was positive and delivered a consistent message both internally and externally. The presentation focused on next steps in terms of implementation of recommendations 6

5 which require considerable change in the way we engage with Communities going forward. An internal executive steering committee is to be established together with a programme manager to track delivery of the recommendations. The Board will be kept informed of developments. Going forward the Company needs to engage and listen to communities in a different way. (c) Key Issues Related to (i) EirGrid TSO (ii) The Board agreed that this would be a standing item on all future Board agendas going forward where appropriate. A verbal update will be provided on key issues arising with respect to any of these business activities. Decision: noted 5. Annual Review of Consolidated Register of all data on EirGrid Website This paper which provides assurance with respect to consolidated documentation of EirGrid Website was reviewed by Audit Committee who were satisfied that the appropriate assurances are being given to the Board. Decision: noted 6. (a) Approval of EirGrid Consolidated Financial Statements for Y/E 30 September 2014 The Board noted that the Audit Committee at the 4 th and 16 th December meetings reviewed the EirGrid Consolidated Financial Statements for year-end 30 th September 2014 and agreed to recommend them for approval by the Board. The Board further noted and approved the letters of support from EirGrid plc to EirGrid UK Holdings and EirGrid Telecoms Ltd 7

6 (b) Approval of Letter of Representation to External Auditors The Board noted that the Audit Committee considered the letter of Representation to External Auditors and agreed to recommend them for approval by EirGrid Board. (c) Approval of Letter of Engagement for Taxation Services to External Auditors The Board noted that Audit Committee considered the letter of Engagement for taxation services to the External Auditors and agreed to recommend it for approval by EirGrid Board. 7. Ratification of Sealed Documents Decision: Ratified 8. Revenue Review Project Update Bill Thomson and Aidan Skelly gave the Board a presentation on the Revenue Projects. It was agreed that they will report any developments at the February or March Board meeting. Further they will revert to the Board with the draft determinations once they are available. Decision:- Noted 9. Review of Risk Register The Board discussed and reviewed the Risk Register and Alan Thomson agreed to update it based on input from the Board Members. Decision:- Noted 8

7 10. Briefing on FoI Claire Kane gave the Board a presentation on Freedom of Information Act including the readiness plan. A resource plan is currently being prepared for the period immediately after the effective date of the implementation. Decision:- Noted 11. Look Forward to 2015 It was acknowledged and agreed that we need to engage and listen to Communities in a different way. Further it was noted that the Board postponed the discussion on the Brand Review Project to another time. 12. Formal Correspondence to and/or from EirGrid plc Decision: Noted 13. Any Other Business Non-executive Directors informal lunch will be scheduled for 12.30pm in the Oval on 16 th January 2015 and followed by equality training for Remuneration Committee which all Board members are welcome to attend. The Board noted that Minister White had requested a meeting with Chairperson and CE today at 4.00 pm to discuss Grid 25 Review and Consultation Review. The Chairperson thanked all Board members and Chairpersons of the Board Committees for their excellent service over the past year. The Board noted that the Audit Committee are recommending a Deep Dive Risk Review on Corporate Governance. Head of Internal Audit and Compliance in consultation with Chairperson from the Audit Committee to scope the deep dive review and revert to January Board meeting with a draft for discussion. Items for future Board meetings 9

8 Discussion requested for the February Board meeting on options for an off-site Board meeting. The Board noted that the presentation on functional separation would not be available until the February Board meeting. The next Board Meeting of EirGrid is scheduled to take place on Wednesday 21 January 2015 at 9.00 am in the Boardroom, EirGrid plc, The Oval, 160 Shelbourne Road, Ballsbridge, Dublin 4. There being no further business the meeting closed. John O Connor Chairperson 10