The Exchange, IFSC

Present

• Mr Martin Higgins (MH), Chairman
• Mr Patrick Knight (PK)
• Prof Martin Cormican (P. MC) – Via MS Teams link
• Prof Francis Butler (FB)
• Mr Gerard McCurdy (GMcC)
• Ms. Ann Horan (AH)
• Dr Cliodhna Foley-Nolan (CFN)

In attendance

• Dr Pamela Byrne (PB), Chief Executive
• Mr Kevin Roantree (KR), Board Secretary

Apologies

• Ms Mary Cullen (MC)

The Chair commenced the meeting with a private session of the Board after which PB and KR returned to the meeting. The Chair outlined that discussions from the Board’s private session would be raised during the Board meeting as the relevant items arose.

There was a discussion with regard to the dedicated Board sessions scheduled for later in May 2022. It was clarified there were two meetings scheduled for 23rd May (Risk Appetite Statement discussion followed by the a single agenda Board meeting on the LAVS) and a morning session on the 31st May, facilitated by Below The Line (BTL), with the Board and SLT.

1. Disclosure of Interests

There were no disclosures

2. Minutes of the Board meetings on 8th February 2021

The minutes were reviewed and approved, subject to 3 minor edits and clarifications requested.

3. Matters Arising

The matters arising were reviewed and KR provided an update on the open actions including that:

• The Executive had proposed, following a request from the PDC, to relevant parties that all future PCW1% assessment competitions should be merit based and not include a weighting for length of service.

4. CEO Report

It was agreed that the report should be taken as read and Board members were invited to raise queries or seek clarifications as required.

The Chair acknowledged the improved structure and presentation of the CEO Report and outlined that was an iterative process and that the Board would highlight further desired amendments over the course of this and future Board meetings. It was suggested that it would aid the presentation if less graphs were used and that bullet points be utilised to provide summary updates appropriate for the Board’s attention. There was also a request to minimise the use of acronyms and that the CEO review the input from Directors to the Report, capturing key areas requiring Board action and/or discussion.

There was an extensive discussion on the skill and capacity gaps which exist across the organisation and PB provided an update on discussions and action being taken to address the issue. The Board expressed its concern that these skill and capacity issues pose a risk to the FSAI’s ability to deliver upon its strategic objectives, either by area, scale or quality. The Board also discussed where it might assist in addressing the issue and it was agreed that the Chair would engage with the CEO on a possible engagement with the DoH on the matter.

It was highlighted that it was important that there be a clear, and consistent, alignment between the FSAI Business Plan, the Risk Register and the CEO Report to the Board.

Action: Chair and CEO to discuss further actions regarding the skill/capacity gaps in the organisation

5. Enforcement Orders

Reviewed and noted

6. Board Updates

Business Plan Q1 Progress Report

The Board reviewed and noted the Q1 Progress Report and the revised 2022 Business Plan, which was amended to reflect the resources provided for in the Letter of Allocation 2022.

The Board requested a number of amendments and clarifications be made to the 2022 Business plan, including:

• Seek to ensure that KPIs/PIs are as quantifiable as possible.
• Include in the Executive Summary the underlying assumptions being made around resources supporting the Business Plan
• Seek to capture which deliverables represent BAU activities and which originate from innovative projects or change programmes
• Include an additional PI for Deliverable 54 relating to the expectation that the FSAI will be appropriately resourced to deliver upon its legal and strategic obligations.

In addition, the Board requested the Executive ensure that the ambitious Business Plan is realistic and deliverable.

Subject to the above amendments, the Board approved the 2022 Business Plan.

HR and People Update

The Board reviewed and noted the paper. A query was raised with regard to the WTE/FTE total in the resources table and it was agreed that the table would be amended in the paper for the next Board meeting to ensure clarity. The Board reiterated their concern as to the large number of vacant posts.

IT Cyber and Information Security Update

The Board reviewed and noted the paper. It was requested that a further presentation on IT Operations be provided to the Board at a subsequent meeting.

Action: Provide a presentation to the Board on FSAI IT Operations

7. Finance and Risk Update

Risk Register

The Board reiterated the need to ensure an appropriate alignment between the Risk Register and the FSAI Business Plan. The Board also outlined that given updates it had received, and discussions on these matters, it believes the highest ranking risk for the organisation should be with regard to the skill and capacity gaps which present a risk to the delivery of its strategic objectives and Business Plan 2022.

Financial Summary Report

The Board reviewed and noted the paper. KR outlined the risk and uncertainty with regard to the FSAI’s possible year-end financial position given the uncertainty regarding the transition of the LAVS service as well as a number of other variables. The Board noted the additional actions being taken to support good financial governance and requested to be kept updated on developments during the year.

8. Corporate Governance

Board Effectiveness Report

The Board reviewed the report and requested that possible actions to improve effectiveness arising from the report should be presented at the next Board meeting. In addition, the Board requested that, in accordance with the CoP, an external review of Board effectiveness should be completed later in 2022.

Action: Present possible actions to enhance Board effectiveness at the next Board meeting
Action: Review, and propose, an approach to conducting an external Board effectiveness review later in 2022.

Board ToR

The ToR, as approved in 2019, was reviewed. The Board requested that the ToR be amended, to better demonstrate its alignment to the CoP and the role of the Board.

It was clarified that a strategy development process document would be presented at the Board meeting in June which will also capture the role and responsibility of the Board in its development and approval.

9. AOB

The Chair congratulated CFN and GMcC on their re-appointment to the FSAI Board. In addition, the Board wished to congratulate Peter Whelan, Director of Audit, Investigations and Incidents, on his new role and they wished him well.

Next meeting: 21st June, 2022

Chair Date: 21st June 2022

 FSAI Board Actions: May 2022

To Note: Actions raised by the Board will be placed into the Actions table and remain there until completed (or removed by request of the Chair). Once an action is completed it will be marked as such for one meeting prior to being removed.