The SBCI was incorporated pursuant to the Strategic Banking Corporation of Ireland Act 2014 (the ‘SBCI Act’) in September 2014 and in July 2016 converted to a Designated Activity Company under the Companies Act 2014. 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, 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. The Board may appoint subsequent Directors on the nomination of the Minister and shall implement the terms of the Minster’s nomination. The Chairperson is appointed by the Minister.

There were no changes to the membership of the Board during 2016.

The functions of the SBCI are prescribed in Section 8 of the SBCI Act. There is a formal schedule of matters reserved for decision by the Board. This Schedule includes:

• Annual Report and Financial Statements
• Risk Management Policy and Framework
• Risk Appetite Statement
• Strategic Plan
• Budget
• Appointment and terms and conditions of the Chief Executive Officer (after consultation with the Minister)
• Overall remuneration policy

The SBCI’s functions are vested in the Board, which may delegate functions to the Chief Executive Officer. In the performance of its duties, the Board focuses on providing strategic direction and oversight to the organisation and ensuring there are appropriate controls in place, while delegating operational matters to management.

The Board has established three committees to assist it in discharging its responsibilities, each with formal terms of reference:

• Audit and Risk Committee
• Remuneration Committee (established September 2016)
• Credit Committee (established February 2017)

The Board carried out the first annual review of its effectiveness during 2016. This review took the form of a structured, self-assessment evaluation completed by the Board and the Audit and Risk Committee.

The Board of Directors has adopted the Code of Practice for the Governance of State Bodies (the “Code”), as adapted in a limited number of cases in accordance with the SBCI’s governance structure and business circumstances. A revised Code came into effect from 1 September 2016. In accordance with clarification issued by the Department of Public Expenditure and Reform on the application of the 2016 Code, the SBCI applied the 2009 Code with regard to the disclosures set out in this Annual Report and Financial Statements. Notwithstanding this, the SBCI already complies with the 2016 Code in many respects and has an implementation plan in place to ensure compliance with the revised Code for the year ending 31 December 2017 and subsequent years.

Attendance at Board and Committee Meetings in 2016

The SBCI has in place a Reporting of “Relevant Wrongdoing” and Protected Disclosures Policy whereby staff, may in confidence raise concerns about possible irregularities in financial reporting or other matters.

A Code of Conduct is in place for Directors and was updated in 2016. SBCI staff are employees of the 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.

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 under the Companies Act 2014, the Company’s Constitution and the Code. The SBCI has put in place procedures to assist Directors and Committee members in meeting their disclosure of interest obligations.

The Board is supported in its functions by the Secretary who also co-ordinates the operation of the various Board Committees.