The consolidated and Agency financial statements of National Asset Management Agency ('NAMA') are prepared within a governance framework established by NAMA. The NAMA Board ('the Board') and committees established by the Board are responsible for the monitoring and governance oversight of all NAMA Group entities.
The results presented are for the year ended 31 December 2013, with comparative results for the year ended 31 December 2012.
The Board acknowledges its responsibilities for NAMA's system of internal financial control. This system can provide only reasonable and not absolute assurance that assets are safeguarded, transactions are authorised and properly recorded, and that material errors or irregularities are either prevented or would be detected in a timely period.
The National Asset Management Agency Act, 2009 (the 'Act') provides that the functions of the Board are:
The Act provides that the Chief Executive Officer shall manage and control generally the administration and business of NAMA and the staff assigned to it and shall perform any other function conferred on him by the Board. The Chief Executive Officer is also the accountable person for the purposes of the Comptroller and Auditor General (Amendment) Act, 1993.
The Board has four statutory committees to oversee the operations of NAMA and its Senior Executive Team; an Audit Committee, a Risk Management Committee, a Credit Committee and a Finance and Operating Committee. The Board has agreed formal terms of reference for its statutory sub-committees which are subject to regular review. The Board has delegated certain credit decisions to the Credit Committee and Senior Executive Team through the Delegated Credit Policy, which is subject to regular review. The Board has also delegated the management of certain aspects of its balance sheet and treasury policies to the Risk Management Committee and Senior Executive Team.
The Board has adopted the Code of Practice for the Governance of State Bodies (2009) adapted in some instances to take account of NAMA's particular governance framework and the statutory requirements of the Act and has established a Governance framework, which is subject to annual review.
The Audit Committee operates in accordance with the principles outlined in the Code of Practice for the Governance of State Bodies. Its responsibilities include the overseeing of the financial reporting process, reviewing the system of internal control and reviewing the internal and external audit processes.
NAMA has adopted the National Treasury Management Agency's ('NTMA') Anti-Fraud policy. Under this policy the Audit Committee is to be advised of all reports of fraud or suspected fraud. NAMA has also adopted a NTMA-wide Good Faith Reporting Policy.
NAMA has a Senior Executive Team which is responsible for the management of the business of NAMA. Management responsibility, authority and accountability has been formally defined and agreed with the Board.
Codes of Practice have been agreed with the Minister for Finance in accordance with Section 35 of the Act, including inter alia a Code setting out standards expected of the officers of NAMA.
NAMA depends to a significant degree on the controls operated by a number of third parties including the NTMA, Capita Asset Services ('Capita') and the Participating Institutions. In this regard the following should be noted:
On 7 February 2013, joint Special Liquidators were appointed to IBRC and four Directions have been issued to NAMA by the Minister for Finance under the IBRC Act 2013. Amongst these Directions was the requirement for NAMA to acquire the underlying assets from the joint Special Liquidators in the event that the joint Special Liquidators are unable to sell the assets to the market. At the date of authorisation of these financial statements the joint Special Liquidators have completed the valuation and sales process and the Minister has announced that no assets are expected to transfer to NAMA.
Following their appointment, the joint Special Liquidators continued to act as a Participating Institution in respect of the existing NAMA IBRC loans. NAMA identified the risk of potential conflicts of interest in circumstances where the joint Special Liquidators or their firm are the appointed receiver on NAMA IBRC loans and agreed the most appropriate arrangements under the circumstances with the joint Special Liquidators to manage any such potential conflicts of interest.
At the end of March 2013, NAMA appointed Capita to replace the joint Special Liquidators as Primary Servicer and Special Loan Servicer in respect of the existing NAMA IBRC loans. Following significant integration planning work over a number of months, Capita assumed responsibility as Primary Servicer and Special Loan Servicer on these loans from the joint Special Liquidators on 12 August 2013.
The Risk Management Committee is responsible for overseeing the implementation of the Board approved risk policies and tolerance levels. The Risk Management Committee ensures that risk is managed effectively and efficiently to achieve an overall commercial outcome in accordance with the Act. The Risk Management Committee has established reporting mechanisms to monitor and review key risks and mitigation strategies and ensures that those risks operate within Board approved limits.
A risk register is maintained which identifies and categorises risks which may prevent NAMA from achieving its objectives and assesses the impact and likelihood of various risk events across the organisation and its operating environment. On the basis of risks identified, actions are agreed to manage and mitigate these risks. The risk register is reviewed by the Risk Management Committee on a quarterly basis, and by the Board on a bi-annual basis, and the Senior Executive Team is required to attest to the operation of controls that have been agreed to manage or mitigate risks.
Capita and each of the Participating Institutions have submitted individual risk registers, in line with standard templates agreed with NAMA. These risk registers have been reviewed by the NAMA Audit and Risk (CFO) function and the Risk Management Committee.
NAMA has developed policies and procedures in respect of the key aspects of the administration and management of its business. These policies and procedures continue to be defined and enhanced as NAMA develops.
NAMA has established a financial reporting framework to support its monthly, quarterly and annual financial reporting and for the preparation of consolidated and Agency financial statements which incorporates the processes and controls described in this statement.
While significant progress has been made in this area, NAMA continues to implement further improvements to its management information systems in order to facilitate further enhanced reporting to the Board, Finance and Operating Committee and Senior Executive Team on its performance.
The Credit Committee is responsible for making credit decisions within its delegated authority from the Board. These include inter alia the approval of debtor asset management / debt reduction strategies, advancement of new money, approval of asset / loan disposals, the setting and approval of repayment terms, property management decisions and decisions to take enforcement action where necessary. The Credit Committee also reviews and makes recommendations to the Board in relation to specific credit requests where authority rests with the Board. It is also responsible for evaluating asset recovery policies for ultimate Board approval and provides an oversight role in terms of substantial credit decisions made below the delegated authority level of the Credit Committee. Finally, the Credit Committee reviews management information prepared by the Asset Recovery function in respect of NAMA's portfolio.
NAMA has an established procurement policy. The procurement requirements of NAMA are carried out in accordance with the procurement policy, relevant procurement legislation and internal best practice guidelines. NAMA is subject to EU Directive 2004/18/EC as implemented in Ireland by the European Communities (Award of Public Authorities' Contracts) Regulations 2006 (the 'Regulations'), in respect of the procurement of goods, works and services above certain value thresholds set by the EU. Where the Regulations do not apply – either because the value of the procurement is below the EU thresholds or falls outside of the Regulations – NAMA adopts a competitive process designed to obtain the best value for money that can be achieved. Any exceptions to NAMA's procurement policy are approved by the Board.
NAMA exercises control over major system implementations and follows a structured approach for projects undertaken. During 2013, NAMA made continuous improvements to its core systems, including the NAMA Loans Warehouse, the Portfolio Management System, the Document Management System and the Geographical Information System. During 2013, NAMA implemented a new Management Information System which facilitates the enhancement of management information to support decision making.
NAMA has put in place an appropriate framework to ensure that it complies with the Data Protection Acts. As part of this framework, NAMA has also implemented systems and controls to restrict the access to confidential data. Where NAMA has become aware of breaches or alleged breaches of confidential data, these have been fully investigated and where necessary reported to the appropriate authorities.
The Finance and Operating Committee monitors the financial and operational management of NAMA and its management reporting and budgeting, including the preparation of annual budgets. NAMA provides regular assessments of its actual to budgeted revenues and costs to the Finance and Operating Committee. The Finance and Operating Committee also monitors the development and implementation of NAMA's systems.
NAMA presents monthly, quarterly and annual financial information to the Finance and Operating Committee and Board and presents quarterly and annual financial information to the Minister for Finance.
In addition, NAMA provides monthly management information to the Senior Executive Team, the Finance and Operating Committee and the Board on the performance of debtors and the loan portfolio.
NAMA appointed Deloitte as Internal Auditor in August 2010. The Internal Auditor has established an internal audit function, which operates in accordance with the Code of Practice for the Governance of State Bodies. An internal audit plan for 2013 was approved by the Audit Committee. In accordance with this plan, the internal auditor has carried out a number of audits of controls in operation in NAMA, Capita and the Participating Institutions. The Internal Auditor reports its findings directly to the Audit Committee. These reports highlight deficiencies or weaknesses, if any, in the systems of internal control and recommend corrective measures to be taken where deemed necessary. The Audit Committee receives updates, on a regular basis, on the status of the issues raised by the internal and external auditors and follows-up with NAMA management to ensure appropriate and timely action is being taken in respect of issues raised.
NAMA has established processes to monitor the performance of both the Participating Institutions and Capita as Master Servicer and Primary Servicer, including monthly service reports, regular service reviews (including quality assurance of credit decisions taken under delegated authority) and the establishment of steering committees and credit review forums. Steering committees have been established for each of the Participating Institutions and Capita as Master Servicer and Primary Servicer, and meet on a regular basis to review performance and operational issues. The performance of the loan book managed by the Participating Institutions is reviewed by NAMA via periodic credit review forums and NAMA participation in the credit committees of the Participating Institutions. A Quality Assurance Framework has also been implemented by NAMA to review the management of Participating Institution managed debtors on an ongoing basis in accordance with the authorities delegated to them by NAMA.
In respect of Capita as Primary Servicer all credit decisions are made by NAMA personnel with Capita holding no credit delegated authority from NAMA. A Quality Assurance Framework has been implemented to review the credit fulfilment activity and case management of debtors managed by Capita.
In addition, the activities of the Participating Institutions and Capita are subject to audit by NAMA's internal and external auditors.
The Board's monitoring of the effectiveness of internal control includes the review and consideration of regular reporting to the Board by the Audit Committee (which oversees the work of the Internal Auditor), Risk Management Committee, Credit Committee, Finance and Operating Committee, the Head of Audit and Risk (CFO) and the Senior Executive Team.
We confirm that the Board has reviewed the effectiveness of NAMA's system of internal financial control for the year ended 31 December 2013. A detailed review was performed by the Audit Committee, which reported its findings to the Board. The review of the effectiveness of the system of internal financial control included:
Chairman, Audit Committee
9 May 2014