National Asset Management Agency - Annual Report 2012

BOARDS AND COMMITTEES OF THE BOARD

Under section 19 of the Act, the Board of NAMA comprises a Chairman and eight members. The Chairman and six members are appointed by the Minister while the Chief Executive Officer of NAMA and Chief Executive of the NTMA are ex-officio members of the Board. The Board's principal functions are provided for under section 18 of the Act:

  • To ensure that NAMA's functions are performed effectively and efficiently.
  • To set strategic objectives and targets for NAMA.
  • To ensure that appropriate systems and procedures are in place to achieve the strategic objectives and targets.
  • To take all reasonable steps available to it to achieve these targets and objectives.

The Board has a schedule of matters reserved for its approval and deals with credit matters within its delegated authority level.

Four members of the Board were appointed by the Minister on 22 December 2009. They are Frank Daly (Chairman), Éilish Finan, Brian McEnery, and Willie Soffe. Steven Seelig was subsequently appointed by the Minister on 26 May 2010. The two ex-officio members of the Board are John Corrigan (Chief Executive of the NTMA) and Brendan McDonagh (Chief Executive Officer, NAMA).

During 2012, the Minister filled one of two vacancies on the Board through the appointment of John Mulcahy (NAMA's Head of Asset Management) on 7 March 2012. The Minister announced the appointment of Oliver Ellingham to the Board with effect from 10 April 2013.

The terms of office of Board members are between three and five years and no appointed member is eligible to serve more than two consecutive terms. The Minister determines the level of remuneration of appointed members and their entitlement to reimbursement for expenses. Neither the ex-officio members nor Mr. Mulcahy, as an Executive Board member, receive any additional remuneration for their membership of the Board of NAMA.

During 2012 the Board met on 28 occasions while the six Committees of the Board met on 83 occasions. The attendance details for Board and Committee meetings are outlined in Table 15.

The Board established four statutory committees under section 32 of the Act and a further two advisory committees under section 33. They are as follows:

  • Audit Committee (chaired by Brian McEnery)
  • Credit Committee (chaired by Willie Soffe)
  • Risk Management Committee (chaired by Steven Seelig)
  • Finance and Operating Committee (chaired by Éilish Finan)
  • Planning Advisory Committee (chaired by Willie Soffe)
  • Northern Ireland Advisory Committee (chaired by Frank Daly)

The Board has adopted the Code of Practice for the Governance of State Bodies (2009) ('the Code'), as adapted to NAMA's particular governance structure and the statutory requirements of the Act. Where necessary it has put in place arrangements to ensure compliance with the Code, and it reviews its policies and procedures on a periodic basis to ensure compliance with the Code as well as with best practice in corporate governance.

The Board is supported in its functions by the Secretary to the Board who also co-ordinates the operation of the various Board Committees; each of the Committees is supported by a NAMA Officer with relevant expertise who acts as Secretary to the Committee.

TABLE 15: Attendance at Board and Board committee meetings in 2012

Board

Audit

Credit
Finance and
Operating
Risk
Management
Planning
Advisory
Northern
Ireland
Board members:
Frank Daly 28 4
John Corrigan 21 6
Éilish Finan 28 14 12 3
John Mulcahy* 23 33 3 6 4
Brendan McDonagh 28 36 11 8 5
Steven Seelig 22 12 7
Willie Soffe 28 40 12 5 4

External members:
Jim Kelly 13
Michael Wall 5
Alice Charles 5
Brian Rowntree 4
Frank Cushnahan 4

*John Mulcahy was appointed to the Board on 7th March 2012 and resigned from the Finance and Operating Committee in May 2012