The SBCI is a private company limited by shares established under the Strategic Banking Corporation of Ireland Act 2014 and incorporated in September 2014. The issued share capital of the SBCI is owned solely by the Minister for Finance.

The SBCI’s Articles of Association provide that there shall be a minimum of two and a maximum of nine Directors, one of whom will be the Chief Executive Officer as an ex-officio member of the Board. The first Directors were appointed by the Minister on the formation and registration of the SBCI. Subsequent Directors are appointed by the Board on the nomination of the Minister. The Articles provide that the Chairperson is appointed by the Minister.

Three Directors were appointed by the Minister in September 2014: John Corrigan (Chairperson), Nick Ashmore and Ann Nolan. John Corrigan resigned from the Board in January 2015 on his retirement as Chief Executive of the National Treasury Management Agency. Conor O’Kelly, the new Chief Executive of the National Treasury Management Agency, was appointed as a Director and as Chairperson in January 2015.

In March 2015 six additional Directors were appointed to the Board: Barbara Cotter, Tom McAleese, Rosheen McGuckian, AJ Noonan, Richard Pelly and Eilis Quinlan. Ann Nolan and Conor O’Kelly were reappointed. Nick Ashmore continues to be an ex-officio Director in his capacity as CEO.

The Board has adopted the Code of Practice for the Governance of State Bodies (2009) (‘the Code’), adapted in a limited number of cases in accordance with the SBCI’s governance structure and business circumstances. Where necessary, it is putting in place arrangements to ensure compliance with the Code, and will review its policies and procedures periodically to ensure continued compliance with the Code.

A Code of Conduct is in place for Directors. SBCI staff are employees of the National Treasury Management Agency 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.

The SBCI is a prescribed public body for the purposes of the Ethics in Public Office Acts 1995 and 2001. There are also disclosures of interest requirements on Directors under the Companies Act 2014, the Company’s Articles of Association and the Code of Practice for the Governance of State Bodies. The SBCI has put in place procedures to assist Directors in meeting their disclosure of interest obligations.

Audit and Risk Committee

The SBCI Board has established an Audit and Risk Committee to assist in the performance of its functions. The Audit and Risk Committee is comprised of three members:

• Tom McAleese (Chairperson)
• Barbara Cotter
• Eilis Quinlan

The Audit and Risk Committee was established in mid-2015 and met on two occasions during the reporting period (it will hold at least four meetings in a full calendar year). This is the only Committee (to date) established by the SBCI Board. Its responsibilities include monitoring the integrity of the financial statements, reviewing and reporting to the Board on significant financial reporting issues, monitoring and reviewing the effectiveness of the internal control systems, the internal audit function and the risk management system, reviewing and considering the outputs from the statutory auditor (the Comptroller and Auditor General), and oversight of the implementation of the Reporting of “Relevant Wrongdoing” and Protected Disclosures Policy. The internal and external auditors and the Head of Risk have full and unrestricted access to the Committee.