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SBCI Governance

The issued share capital of the SBCI is owned solely by the Minister for Finance. The SBCI’s Constitution provides that there shall be a minimum of two and a maximum of nine Directors.

The Minister for Finance is the sole owner of the issued share capital of the SBCI. A Board of Directors and three committees established by the Board oversee the activities of the SBCI.

The SBCI was incorporated pursuant to the Strategic Banking Corporation of Ireland Act 2014 (the ‘SBCI Act’) in September 2014. In July 2016, it converted to a Designated Activity Company under the Companies Act 2014.

The SBCI’s Constitution provides that there shall be a minimum of two and a maximum of nine Directors, one of whom will be the Chief Executive Officer, who is an ex-officio member of the Board. The first Directors were appointed by the Minister for Finance on the formation and registration of the SBCI. The Board may appoint subsequent Directors on the nomination of the Minister and shall implement the terms of the Minister’s nomination. The Chairperson is appointed by the Minister.

View short biographies and appointment terms of the Board appointees here

The Board has established three committees:

Audit and Risk Committee

Credit Committee

Remuneration Committee

A Code of Conduct is in place for Directors and was updated in December 2023. SBCI staff are employees of the National Treasury Management Agency (NTMA) and assigned to the SBCI. These staff members are subject to the NTMA’s Code of Practice on Confidentiality and Professional Conduct. Directors and members of staff are expected to ensure that all their activities are governed by the ethical standards reflected in the relevant code.

SBCI Board Code of Conduct

Annual Report to be provided to the Minister for Public Expenditure, NPD Delivery and Reform, pursuant to Section 22 of the Protected Disclosures Act 2014, as amended.

Section 22 of the Protected Disclosures Act 2014, as amended, requires the submission of certain information to the Minister and the publication of a report each year.

The SBCI operates a Protected Disclosures Policy (“Policy”), which is reviewed and approved annually by the SBCI Audit and Risk Committee (“ARC”), most recently in June 2024. The Policy is published below.

SBCI Protected Disclosure Policy

The Policy and related procedures, promote principles of good corporate governance by providing a mechanism for the reporting and addressing of concerns about possible relevant wrongdoing within the meaning of the Protected Disclosures Act 2014, as amended. The SBCI confirms that its Policy applies to all SBCI “workers” and makes provision for disclosure of relevant information either through internal reporting channels (through a line manager, the NTMA’s Head of Compliance or through the “Nominated Person”, as defined in the Policy) or through external reporting channels, (as set out in the Policy)). If required, further information and a copy of the Procedures may be requested at ProtectedDisclosures@sbci.gov.ie.

The NTMA Head of Compliance and the Nominated Person (where so advised) are then required to report to the Chairperson of the ARC. The ARC is responsible for (i) the ownership of the Policy, insofar as it relates to the functions of SBCI, (ii) oversight of its implementation with regard to these functions and (iii) oversight of investigations to include liaison with the NTMA Head of Compliance to ensure any reports received are properly evaluated and investigated.

Protected Disclosures - Annual Report 2023

Anti-Bribery and Corruption Framework