Board and Committees

The board engages, challenges and determines on matters related to the long-term success of EirGrid Group. While day-to-day responsibility for the leadership and control of the organisation is delegated to the Chief Executive and management team, the board is ultimately responsible for the performance of the EirGrid Group. 

EirGrid, as a state-owned company, complies with the Code of Practice for the Governance of State Bodies 2016. This sets out the corporate governance principles which the boards of state bodies should observe.

Board members also must adhere to the Director Code of Conduct. Procedures are in place to review the performance of the board and the chairperson annually.

Areas for the Board

Specific matters reserved for the board (some of which are also subject to ministerial approval) include:

They are also responsible for approval of:

The board may also decide to delegate authority to a board committee and to management. The board has these matters documented in detail in the schedule of matters reserved for board decision document. This is reviewed and approved by the board annually.

You can see the profiles of the board members on our leadership page.

The board is supported by the following committees.

The Audit & Risk Committee

The Audit & Risk Committee assists the board in fulfilling its oversight responsibilities relating to the:

It also assists the board in overseeing the management of risk. This includes reviewing and approving the EirGrid risk management policy and risk management framework, setting EirGrid’s risk appetite and reviewing the effectiveness of management’s responses to key risk exposures.

Grid Infrastructure Projects Committee

The Grid Infrastructure Projects Committee oversees the implementation of grid development strategy. It also reviews infrastructure projects which are expected to come forward for approval in the near future.

Remuneration Committee

EirGrid regards Government policy on the total remuneration of the Chief Executive. The Remuneration Committee determines the level of the Chief Executive’s remuneration. This is done with the consent of the Department of Communications, Energy and Natural Resources and the Department of Public Expenditure and Reform.

The committee also approves the structure of remuneration for senior management.

(As approved by the board on 19 April 2023)

1. Context

1. EirGrid plc is a commercial State company established under European Communities (Internal Market in Electricity) Regulations, 2000 S.I. 445/2000 as amended (“S.I. 445/2000”), and in accordance with the terms as provided for in S.I. 445/2000 is a company established under the Companies Act 1963 (as amended) hereinafter referred to as the “company”. Further, it has its own Memorandum and Articles of Association and as a State owned company is subject to the Code of Practice for the Governance of State Bodies (“Code of Practice”).

2. Accordingly, all of the aforesaid documents are required to be complied with by the company. It is important therefore when reviewing these Terms of Reference to note that they are only a summary of the main legal requirements contained in: (i) S.I. 445/2000; (ii) EirGrid’s Memorandum and Articles of Association; and (iii) Code of Practice. In the event of any conflict between the terms of this Terms of Reference and of the aforesaid documents the following order of precedence will apply:

(i) Companies Act 2014;

(ii) S.I. 445/2000;

(iii) Memorandum and Articles of EirGrid plc;

(iv) Code of Practice; and

(v) These Terms of Reference.

2. Purpose

2.1 The Terms of Reference must be read in the context of section 1 above.

2.2 The purpose of the Terms of Reference is to set out how the board shall fulfil its duties and functions and contains among other things those matters reserved for board decision and the delegation of authority to the Chief Executive.

3. Role of the Board

3.1 The role of the board is to provide leadership and oversight of the Company and to promote its long-term success. In doing so, the board shall fulfil the following key functions:

4. Composition & Membership of the Board & Committees

Appointments

4.1 The make-up of the board is dictated by Regulation 53 of S.I. 445/2000 (as amended by S.I. 59/2009). In accordance with the regulation (as amended) the number of directors shall not exceed ten (10). Members of the board (with the exception of the Chief Executive who is an ex-offico board member) are appointed by the Minister for Environment, Climate and Communications with the consent of the Minister for Public Expenditure and Reform in accordance with S.I. 59/2009.

4.2 Appointments to the board shall be for a period of up to five years. A period of appointment may be renewed for a further period, to a maximum of eight years in total.

Board Committees

4.3 The board may establish (or disband) such committees of the board as are deemed necessary by the board to assist it in the performance of its duties by delegation of certain roles and responsibilities.

4.4 Where a committee is put in place:

Code of Conduct

4.5 Board members are required to adhere to the principles and standards as prescribed within the Director Code of Conduct.

5. Responsibilities

Responsibilities of the Chairperson

5.1 The Chairperson is responsible for the leadership of the board and ensuring its effectiveness in all aspect of its role. This includes:

5.1.2 Chairing its meetings having agreed a balanced agenda with the Chief Executive and Company Secretary, and ensuring that adequate time is available for discussion of all agenda items;

5.1.3 Constructive board relations and discussions at the board which facilitate the effective contribution of all board members and promote a culture of trust and openness;

5.1.4 Ensuring accurate, timely and clear information is provided to the Board to assist in effective decision making and that time is focused on the right topics;

5.1.5 Ensuring that the board applies sufficient challenge to management proposals, particularly on risk and examines and reviews management achievement of agreed performance targets;

5.1.6 Ensuring that once a board decision is reached, there is appropriate delegation to the Chief Executive and his executives;

5.1.7 Good information flows within the board and its committees and between senior management and board members;

5.1.8 Leading on governance matters to ensure that there is a clear structure for, and effective running of, the board and its committees;

5.1.9 Leading the annual review of board effectiveness and ensuring committee chairs do the same;

5.1.10 Facilitating induction, mentoring and assisting the ongoing professional development of board members, as required; and

5.1.11 Maintaining effective communication with the company’s shareholders.

5.2 The Chairperson also acts as a sounding board for the Chief Executive.

5.3 The roles of Chairperson and Chief Executive will not be exercised by the same individual.

Responsibilities of the Deputy Chairperson

5.4 The board will appoint a Deputy Chairperson of the board from time to time from one of the non-executive directors. The Deputy Chairperson’s responsibilities include:

5.4.1 Chairing board meetings when the Chairperson is absent.

5.4.2 Adopting the role of the Chairperson of the Board on the occasions when the Chairperson is reporting to the board in his/her capacity as the chair of a committee.

5.4.3 Undertaking, together with the other non-executive directors, a formal individual evaluation of the Chairperson (on an annual basis) and providing feedback on the evaluation to the Chairperson.

5.4.4 Providing a sounding board to the Chairperson.

Responsibilities of the Board

The board is responsible for:

5.5 Establishing EirGrid’s purpose, values, and strategy and ensuring these are reflected in the strategic plans and culture of the organisation;

5.6 Ensuring that EirGrid conducts its affairs in compliance with its legal and regulatory obligations and duties and in a socially responsible manner;

5.7 Ensuring the accuracy of financial accounting and reporting of information as required by applicable legislation;

5.8 Overseeing the Chief Executive’s and management’s effective execution of strategy, performance and delivery against the Annual Business Plan, achievement of key strategic goals and embedding of an appropriate culture throughout the organisation by providing clear support and constructive challenge;

5.9 Monitor internal controls (including financial controls) and ensuring robustness of systems of risk management. The board shall review such controls on an annual basis;

5.10 Approving the appointment of the Chief Executive and Company Secretary.

The board shall:

5.11 Make all decisions in respect of those matters specifically reserved to it in the Formal Schedule of Matters Reserved to the Board (except to the extent delegated by the board to a board Committee or to management);

5.12 Delegate operational responsibility for the day-to-day running of the company to the Chief Executive and the Executive Management Team;

5.13 Demonstrate objective judgement and act with integrity and fairness in the interests of the company;

5.14 Establish structures and procedures to facilitate the Board’s independence from management and to avoid conflicts of interest;

5.15 Commit sufficient time and effort keeping up to date and informed about strategic issues and changes affecting the company and the environment in which it operates;

5.16 On an annual basis, review its own performance and terms of reference to ensure it is operating at maximum effectiveness and implement any changes it considers necessary;

5.17 Keep under review corporate governance developments (including ethics-related matters) that might affect the company, with the aim of ensuring that the company’s corporate governance policies and practices continue to be in line with best practice; and

5.18 Ensure that the principles and provisions set out in the Code of Practice for the Governance of State Bodies (and any other corporate governance codes that apply to the company) are adhered to.

Responsibilities of the Chief Executive

The Chief Executive has responsibility for:

5.19 Executing the coard’s strategy and reporting regularly on the progress and performance of EirGrid;

5.20 The day-to-day running of the business and for the delivery of business performance in accordance with the targets set by the coard; and

5.21 Ensuring that appropriate management structures are in place to drive the success of EirGrid in pursing the objectives set by the coard.

The Chief Executive shall:

5.22 Promote EirGrid’s culture, values and behaviours through leading by example and engagement;

5.23 Build and maintain an effective Executive Leadership Team and effective management structures within the organisation;

5.24 Initiate and contribute to the board strategic development process;

5.25 Keep the board up to date on relevant issues to allow for fully-informed decision making;

5.26 Be a trusted communicator between the organisation and the board;

5.27 Contribute their own expertise and experience to the board;

5.28 Keep chairs of board committees informed on issues relating to their committees;

5.29 Maintain an effective relationship with the chairperson;

5.30 Keep the board aware of potential risks;

5.31 Manage key Stakeholders (assisting the Chairperson in the management of relationships with minister); and

5.32 Be the ‘public face’ of EirGrid.

6. Company Secretary

6.1 The Company Secretary will support the Chairperson and Chief Executive to ensure that the board and board committees receive appropriate information in a timely manner to enable full and proper consideration to be given to issues for review and decision by the board.

6.2 All Board members shall have access to the advice of the Company Secretary, who is responsible for ensuring that board procedures are complied with and for advising the board, through the Chairperson, on all governance matters generally.

6.3 The Company Secretary is also responsible for, on behalf of the Chairperson, ensuring good information flows within the board and its committees and between Executive Directors and Non-Executive Directors as well as facilitating induction training for new members of the board and assisting with ongoing professional development for all board members.

7. Operation of Board Meetings

Meeting Schedule & Agendas

7.1 The board shall meet at least ten (10) times per annum on a calendar monthly basis except for the months of January and August or on such other frequency as may be determined by the board.

7.2 Notice of Meetings

7.2.1 Board meeting agendas and papers shall be circulated at least one week prior to the board meeting. Late presentations or papers will be accepted on an exceptional basis.

7.2.2 From time to time, meetings of the board or a board committee may be required at shorter notice subject to appropriate notice being given to all board members.

7.3 The Chairperson and Chief Executive, supported by the Company Secretary, are responsible for the effective management of the board’s agenda.

7.4 Only members of the board are entitled to be present at board meetings. However, others (e.g. members of the Executive Leadership Team and/or external advisers) may be invited by or on behalf of the Chairperson) to attend all or part of any board meeting.

7.5 Board members will use their reasonable endeavours to attend all board meetings.

7.6 The Company Secretary’s duties include attendance at board meetings.

7.7 The quorum for a board meeting shall be a majority of the board i.e. six members present to constitute a quorum.

7.8 Meetings may be held in person/teleconference/videoconference in accordance with the Articles of Association.

Conflicts of Interest

7.9 If a member of the board finds that he or she has a conflict of interest, he or she should immediately disclose this to the Chairperson and the Company Secretary as required by the Director Code of Conduct. In accordance with the Director Code of Conduct a board member may not vote in respect of any contract, appointment or arrangement in which he or she has an interest.

Information & Advice

7.10 The board is authorised to seek all information it requires in order to perform its duties.

7.11 The board is authorised to obtain, at the company’s expense, outside legal or other professional advice where the board judges that it is necessary to allow board members discharge their responsibilities in accordance with the Procedure for Board Members Seeking Independent Professional Advice.

Decision Making

7.12 Questions arising at board meetings shall be decided by a majority of votes. Where there is equality of vote the Chairperson will have a second casting vote.

7.13 Specific matters reserved for the board are documented in the Schedule of Matters Reserved for Board Decision (SMRFB) document approved by the board.

7.14 The SMRFB document may be amended by the board from time to time. For the avoidance of doubt, where, following the adoption of this SMRFB document, the board approves authority levels in connection with a particular transaction or matter, or category of transactions, the authority delegated by the board in such subsequent decision shall prevail.

7.15 The board may decide to delegate authority to a board committee and to management within limits approved by the board.

Matters of Urgency

7.16 In exceptional circumstances should approval be required for any item hereby reserved for the board’s or committees’ decision during a period between scheduled board or committee meetings, use will be made of meetings by telephone/video conference or by the written resolution procedure set out in the company’s Articles of Association. In such circumstances the Company Secretary, after consultation with the Chairperson will arrange for either:

i) a board or board committee meeting to be convened using telephone/video conference facilities at a time convenient to the Chairperson of the Board (or committee) and the majority of directors; or

ii) the circulation of a written resolution (scanned or via e-mail as appropriate) to be signed by each director or committee member.

8. Stakeholders

8.1 In carrying out its role, the board seeks to balance the interests of various stakeholders to ensure EirGrid has a successful and sustainable future.

9. Communication & Reporting

9.1 The Chairperson and Chief Executive, on behalf of the board, shall ensure EirGrid reports to the Minister for Environment, Climate and Communications as provided for in the Code of Practice for the Governance of State Bodies and shall keep the minister informed of any major developments arising within EirGrid.

9.2 The Chairperson and Chief Executive will report to the board on formal meetings with the Minister for Environment, Climate and Communications.

9.3 The Chief Executive shall report to the board at each board meeting on EirGrid operations, performance, key risks and provide insights into matters likely to impact the future prospects of EirGrid.

10. Effectiveness Reviews & Performance Evaluation

10.1 The board shall, at least once a year, review its own performance to ensure it is operating effectively. An external board evaluation shall take place every three years.

10.2 The board shall review the results of the evaluation and agree improvements as required.

10.3 The board shall review the effectiveness of board committees in fulfilling their responsibilities and duties as set out in their Terms of Reference.

10.4 The Chairperson will meet collectively, and individually, with non-executive directors annually to share views and discuss development needs.

10.5 The Chairperson and Chief Executive will report to the board on formal meetings with the Minister for Environment, Climate and Communications.

11. Review

11.1 The board will review these Terms of Reference at least annually and will approve amendments as deemed necessary.

(as approved by the board on 15 March 2023)

1. Governance Policy

EirGrid Group (“EirGrid”) supports and subscribes to the highest standards of corporate governance and specifically abides by applicable principles and guidelines defined in the following documents and as amended from time to time;

1.1 The Code of Practice for the Governance of State Bodies (revised 2016) ;

1.2 The Companies Act 2014 (Ireland) as applicable; and

1.3 Companies Act 2006 (Northern Ireland) as applicable.

2. Purpose

The EirGrid plc Board (“the board”) has established an Audit & Risk Committee (the committee) as a committee of the board to assist the board in fulfilling its oversight responsibilities relating to the following:

2.1 The financial reporting process;

2.2 The system of internal control;

2.3 Internal Audit Function and External Audit; and

2.4 Compliance with laws and regulations including the company code of conduct.

The responsibilities of the committee relating to its oversight role are described in Section 7 and Appendices 1 and 2.

3. Authority

The EirGrid plc Board authorises the committee to:

3.1 Conduct or authorise investigations into matters within its terms of reference.

3.2 Retain outside expertise to advise it and invite such experts to attend meetings if necessary.

3.3 Seek any information it may require from employees of the group.

3.4 Meet with group officers, external auditors or advisers as necessary.

3.5 Investigate any matter falling within its charter or any other area of risk within EirGrid and may call on whatever resources (including external professional or legal services) and information it considers necessary to so do.

3.6 Invite any board member, executive or other person to attend any meeting(s) of the committee in order to assist the committee in meeting its objectives.

4. Membership

The committee shall consist of a minimum of three non-executive members of the board. The board shall appoint committee members and the committee chair. The board shall appoint the chair of the committee from amongst the committee members, who shall have recent and relevant financial and risk management experience/expertise. The chair of the board may attend committee meetings and be a member of, but not chair, the committee. The committee, in consultation with the board, may also co-opt additional non-board members to provide specialist skills, knowledge and experience.

5. Reporting

The chair of the committee shall report to the main board after each meeting of the committee and the committee shall provide the board with an annual report, timed to support finalisation of the annual report and financial statements, summarising its conclusions from the work it has done during the year.

6. Meetings & Attendance

6.1 No one other than the committee members shall be entitled to attend committee meetings. However, the Chair of the Board and other non-executive directors may be invited to attend and may also request to attend meetings of the committee.

6.2 The committee shall meet at least four times per year and have the authority to convene additional meetings as circumstances require.

6.3 At least two committee members who are non-executive directors should be present at each meeting to constitute a quorum.

6.4 The Chief Executive, the Chief Financial Officer, the Chief Risk Officer (CRO), Head of Internal Audit (HIA) and Head of Governance, Risk & Compliance (HGRC) shall attend meetings of the committee except for any meetings or part of meetings which the chair of the committee wishes to reserve for the committee. The committee shall invite members of management, auditors or others to attend meetings and provide pertinent information as necessary.

6.5 The committee shall hold separate private meetings with the HIA and the external auditors at least annually.

6.6 Meeting agendas, along with appropriate briefing materials, will be prepared and provided to committee members at least one week in advance of meetings.

6.7 The Company Secretary, or their designate, shall act as secretary to the Audit & Risk Committee and minute all meetings.

6.8 The chair of the committee shall report to the main board after each meeting of the committee.

7. Responsibilities

The responsibilities of the committee are to advise the board on:

7.1 The strategic processes for risk, internal control and governance;

7.2 The accounting policies, the financial statements, and the annual report of the organisation, including the process for review of the financial statements prior to submission for audit, levels of error identified, and management’s letter of representation to the external auditors;

7.3 The planned activity and results of both internal and external audit;

7.4 Adequacy of management response to issues identified by audit activity, including external audit’s management letter of representation;

7.5 Assurances relating to the management of risk and corporate governance requirements for the organisation;

7.6 (Where appropriate) proposals for tendering for either internal or external audit services or for purchase of non-audit services from contractors who provide audit services;

7.7 Anti-fraud policies, protected disclosure processes, and arrangements for special investigations;

The committee shall also:

The role and responsibilities of the committee described in this charter cover the group of companies that constitute EirGrid Group except in respect of the annual financial statements of EirGrid subsidiary companies which is a matter exclusively reserved to subsidiary boards of directors (other than the annual accounts of EirGrid Interconnector DAC which will be reviewed by the committee in line with the requirements of the Companies Act 2014).

Appendix 1 and Appendix 2 set out the responsibilities specific to audit and risk functions respectively of this committee.

(as approved by the board on 15 March 2023)

1. Purpose

The purpose of the Grid Infrastructure Projects Committee (GIPC) is to:

1.1 Assist the board in determining the general policy/strategy in relation to the development of the grid in Ireland and Northern Ireland.

1.2 Oversee the implementation of the EirGrid Group Strategy relating to transmission development in Ireland, including monitoring progress against the timelines and budgets and inputting to the group’s strategic direction where appropriate including to:

1.3 Satisfy itself in so far as practicable that the quality of the information presented to the committee and access to the relevant executives are adequate for properly informed and balanced decision-making and the giving of the necessary assurance to the board;

1.4 To provide members of the committee the opportunity for full and free discussion on relevant issues within its remit, including providing appropriate challenge to the executive; and

1.5 Review projects which are coming forward for approval and formulate a recommendation to the EirGrid Board under the EirGrid Board Schedule of Matters Reserved for the Board as amended from time to time.

2. Membership

2.1 The GIPC shall consist of three non-executive members of the Board of Directors of EirGrid. The board shall appoint committee members and the committee chair. The board shall appoint the chair of the committee from amongst the independent non-executive directors.

2.2 The Chair of the Board may attend GIPC meetings and be a member of, but not chair, the committee. The committee, in consultation with the board, may also co-opt additional non-board members to provide specialist skills, knowledge and experience.

3. Reporting

3.1 The chair of the committee shall report to the main board after each meeting of the committee.

4. Meetings & Attendance

The GIPC will meet at least four times per year and have the authority to convene additional meetings as circumstances require.

4.1 At least two committee members who are non-executive directors should be present at each meeting to constitute a quorum.

4.2 The Chief Executive, the Chief Financial Officer, the Chief Infrastructure Officer and the Chief Innovation & Planning Officer, or their nominee, may attend GIPC meetings. The SONI MD may also attend in relation to NI Projects.

4.3 The Company Secretary or their nominee shall act as secretary to the GIPC and minute all meetings. Minutes of such meetings shall be made available to the main board on a timely basis.

4.4 The confirmation, or otherwise, of requested committee approval papers shall be made available to the Chief Infrastructure Officer or his nominee on a timely basis. This information is required for audit purposes.

4.5 Meeting agendas along with appropriate briefing materials shall be prepared and provided to committee members at least one week in advance of each meeting.

4.6 The Head of Internal Audit may attend each GIPC meeting.

4.7 Other board members may attend the committee meetings following notification and approval from the committee chairperson. Attendance will be in an observer capacity only.

5. Other Responsibilities

5.1 Review and assess the adequacy of the committee charter at least annually, requesting board approval for any proposed changes.

5.2 Confirm annually that all responsibilities outlined in this charter have been carried out.

5.3 Evaluate the committee’s performance on an annual basis.

(as approved by the board on 15 March 2023)

1. Governance Policy

EirGrid Group supports and subscribes to the highest standards of corporate governance and specifically abides by applicable principles and guidelines defined in the following documents and as amended from time to time:

(i) Companies Act 2014;

(ii) S.I. 445/2000;

(iii) Memorandum and Articles of EirGrid plc; and

(iv) Code of Practice for the Governance of State Bodies.

2. Purpose

The EirGrid plc board (“the board”) has established a Remuneration Committee (the committee) as a committee of the board to assist the board in fulfilling its responsibilities relating to:

2.1 The appointment, remuneration and continual assessment of performance of the Chief Executive;

2.2 Setting the remuneration of the Executive Management Team (Chief Executive direct reports) following consultation with the Chief Executive;

2.3 General Remuneration Group Policy; and

2.4 Oversight of any staff transferring under TUPE Regulations.

The standing responsibilities of the Remuneration Committee include the following:

3. Authority

The EirGrid plc Board authorises the committee to:

3.1 Develop the remuneration package of the Chief Executive subject to the framework agreed by Department of Environment, Climate & Communications (DECC) and other departments;

3.2 Agree with the Chief Executive his specific annual and long-term performance targets based on the committee’s detailed examination of his performance against targets (subject always to compliance with Section 5 herein);

3.3 Recommend the remuneration and allowances of the Chief Executive for final approval by the minister with the consent of the Minister of Finance;

3.4 Set the remuneration packages for the board’s senior executives, (namely Chief Executive direct reports), following recommendations from and/or a process of consultation with the Chief Executive having full regard to the requirements of the Department of Environment, Climate & Communications (DECC);

3.5 Review performance of senior executives with the Chief Executive and decide on bonuses to be paid based on the Chief Executive’s recommendation;

3.6 Satisfy itself that the Company Remuneration Policy is up to best equivalent industry standard;

3.7 Approve the annual policy for staff salary adjustments;

3.8 Conduct the annual talent management process for senior executives; and

3.9 Approve any final recommendations in relation to the dismissal of employees arising under the EirGrid Disciplinary Policy.

4. Appeal Body

4.1 The committee acknowledges and notes that the board shall appoint a separate independent committee of the board to act as an appeal body to hear any matter which may arise at a senior executive level relating to:

4.2 Members of the Remuneration Committee may be asked to sit on this ad-hoc specially-convened independent committee from time to time provided no conflicts arise.

5. Membership

5.1 The committee will consist of a minimum of three non-executive members of the board. The board will appoint committee members and the committee chair. The board shall appoint the chair of the committee from amongst the independent non-executive directors. The Chair of the Board may be a member of and chair the committee.

6. Reporting

6.1 The Chairperson of the Remuneration Committee will report to the EirGrid Board after each meeting of the committee.

7. Meetings & Attendance

7.1 The committee will meet as often as is required.

7.2 No one other than the committee members shall be entitled to attend committee meetings. However other non-executive directors may be invited to attend and may also request to attend meetings of the committee.

7.3 At least two committee members who are non-executive directors should be present at each meeting to constitute a quorum.

7.4 The committee will invite members of management or others to attend meetings and provide pertinent information as necessary (such parties will normally include CE).

7.5 The Company Secretary will act as secretary to the Remuneration Committee and minute all meetings.

8. Other Responsibilities

8.1 Other responsibilities of the Remuneration Committee include the following: