FSAI Board Meeting Minutes - 18 March 2025

Present

• Ms Ann Horan (AH) (Chair)
• Mr Patrick Knight (PK)
• Prof Martin Cormican (MC)
• Ms Lisa Manselli (LM)
• Ms Eilis O’Brien (EOB)
• Ms Carol Lynch (CL)
• Mr Martin Blake (MB)
• Prof Francis Butler (FB)
• Dr Cliodhna Foley-Nolan (CFN)

In attendance

• Mr Greg Dempsey, Chief Executive
• Ms Gail Carroll, Director of Regulatory Affairs and Compliance Building
• Mr Kevin Roantree (KR), Director of Corporate Affairs, Head of Governance and CRO 
• Ms Fiona Dwyer (FD), Board Secretary

Apologies

Mr Gerard McCurdy (GMcC)

1. Welcome 

The Chair welcomed all attendees to the meeting in particular the newly appointed Board members Carol Lynch and Martin Blake.  She also welcomed the new CEO, Greg Dempsey to the meeting.  The Chair congratulated Fiona Dwyer on her appointment as Board Secretary. She noted apologies from Gerry McCurdy.

The Chair gave an overview of the agenda noting that that the key items for today’s meeting would be a round table discussion with the CEO, the Periodic Critical Review report and there were a number of important items to discuss under Finance and Governance.   She noted that the attendees at today’s meeting will be Gail Carroll, Director of Regulatory Affairs and Compliance Building, who will join the meeting under agenda item 9 as part of the series of functional area updates, and Kevin Roantree, Director of Corporate Affairs, Head of Governance and Chief Risk Officer, who will join for items 10.1 to 10.6 .

2. Declarations of Interest

There were no disclosures made by Board members. 

3. Minutes of the last meetings: 23rd January 2025 & 28th January 2025

The Board approved the minutes of the meeting 23rd January 2025, and the minutes of the meeting 28th January 2025 subject to the acceptance of agreed amendments.

4. Matters arising 

FD provided an update on open actions:

4.1.    Closed. The CEO confirmed his intention to review the format and content of the CEOs Report to the Board in conjunction with the Chair, to ensure that it provides the appropriate information and assurances to the Board. 
4.2.    Closed. The presentation provided to the Board by the Directors of Audit, Incidents and Investigations has been uploaded to the Board application. 
4.3.    Closed. Additional comments were provided by MC and incorporated into the Business Plan 2025.
4.4.    Closed. Board members did not relay any issues with Board meeting dates to the Board secretary.
4.5.    Closed. A list of agreed actions resulting from the findings of the Board effectiveness survey is tabled for discussion at today’s meeting.
4.6.    Closed. The Chair wrote to the Minister to request a meeting.  The Minister has accepted the request to meet, and a date is being agreed. 
4.7.    Open.  A poll will be circulated for availability in early April. 
4.8.    Open. A poll will be circulated to agree a date for Business Continuity Training in Q2.
4.9.    Open. The Chair and CEO discuss the Total Diet Study with DoH at their next meeting.

5. Round Table discussion with CEO 

The Chair asked that all attendees take a few minutes to introduce themselves to the new CEO and Board members.  In advance of the meeting the Chair asked the Board members to consider the following questions for the CEO and asked them to share their thoughts on these following their introductions. 

• What do you think is important for the new CEO to know about the FSAI and the Board? 
• Is there anything that you feel will particularly need his attention?
• What are the one or two big challenges / opportunities ahead, in your opinion?

Following the introductions, the emerging themes from the individual member contributions were; 

• to ensure that the PCR recommendations were progressed.
• the need to focus on data and analytics; conduct a review of the data flows from the agencies via the service contacts and review of the model for overseeing official controls and ensure it is fit for purpose and provides value for money to the consumer. 
• a review of corporate communications and the possible underinvestment in communications
• monitoring of emerging risks
• review the recent strategic planning process and identify any lessons learned, including the relevance and contribution of the expert panel; recommendation to CEO to begin the process of the development of the next strategy two years in advance. 
• monitoring of LAVS under DAFM 
• build and influence policy at European level 
• build on fostering and collaboration with stakeholders. 

The CEO provided an overview on his career path to date and gave the Board his initial views of the organisation – after his first two weeks in the FSAI.  He stated that he has received a very warm welcome from staff and from his meetings with individual staff and collectively with teams and functional areas, he can see that staff are very proud of their work in the FSAI and have a very good insight into how their roles align to the mission and strategy. He plans to commence meetings with external stakeholders in the coming weeks. 

6. CEO Report 

The CEO Report was taken as read.  The Chair stated that on this occasion only, as the document wasn’t prepared by the CEO, the questions submitted on the report will be responded to by email.  The Chair informed the Board that she asked the CEO to consider how best to report to the Board going forward.

7. Enforcement Orders

The schedule of recent enforcement orders was noted by Board members. 

8. Periodic Critical Review Update (PCR)

The Chair advised that the PCR is complete, and the report has been approved by the Steering Group for submission to the Secretary General of the Department of Health and for publication. It was noted that the SLT had the opportunity to review the report for factual accuracy before sign-off.  The Board agreed that overall, it is a very comprehensive and favourable report for the FSAI.  They agreed that the project had been well managed and completed efficiently within the agreed timeframe.  

Gail Carroll joined the meeting 

9. Presentation from Gail Carroll Director of Regulatory Affairs and Compliance Building 

The Chair welcomed GC to the meeting and invited her to present to the Board on the key areas of focus for her functional area and to provide an update on the work of her team since she presented to the Board in December 2023.  

The Chair thanked GC for a very informative presentation which highlighted the progress being made within her functional area.

The Chair asked GC to provide an update on the status of the National Regulatory Strategy which she highlighted at her last presentation. 

LM congratulated Gail and her team on a very successful Food Safety Consultative Council Open meeting last month.  GC advised that a post event report will be produced and shared with the Board at their next meeting. The Chair asked that GC pass on the thanks and congratulations of the Board to her team for a very successful FSCC event. 
Action: The FSCC open meeting report will be shared with the Board when published.  

The Board discussed the FSAI Training Portal and the assistance provided to food business owners to address the high numbers of enforcement orders in certain food sectors.  GC confirmed this is priority for her team, that they are working to provide additional resources to the portal for inspector and food business owners and engaging further with industry working groups on the issues. 
The Chair Thanks GC for her presentation.

Action: GC’s presentation will be uploaded to the Board app 

Gail Carroll left the meeting

A 10-minute break was taken.

Kevin Roantree joined the meeting 

The Chair requested that item 10.3 was taken next as there are recommendations from the ARC in relation to other agenda items 10.2 & 10.6

10. Finance and Governance Matters

10.3 Audit and Risk Committee Update 

As Gerry McCurdy, Chair of the Audit and Risk Committee, was unable to attend today’s meeting he has asked CFN to provide an update from their last meeting on 10th March 2025, on his behalf. 

CFN noted that at the ARC meeting on 10th March the Draft Financial Statements were reviewed.  The financial statements as tabled are aligned to the updates and forecasts provided to both the ARC and Board during 2024 and the ARC are recommending, they be adopted by the Board, for submission for audit by the Office of the C&AG. 

It was noted that the C&AG have informed the Authority that they will commence their audit of the FSAI accounts in July. 

The ARC reviewed the new Risk Appetite Statement developed by the SLT in line with the new strategy and have recommended approval of the Risk Appetite Statement by the Board. 

The ARC reviewed the Risk Register as tabled for today’s meeting and support the inclusion of the new risk aligned to the risk of ineffective relationships with state bodies and in line with the key priority of the strategy for enhancing our relationship with official agencies. The ARC has asked the Executive to consider the presentation of the mitigating actions on some risks as they may be perceived as being presented in order of priority. 
CFN informed the Board that two members of BDO joined the meeting on 10th March to discuss their internal audit reports on Strategy and Business Planning and Internal Financial Control.  The ARC is satisfied that there are no high level findings and any medium or low finding have been accepted by the Executive who are working on their corrective actions. Overall, the ARC was reassured by these two audit reports.

CFN outlined to the Board that after reviewing the Internal Audit reports and discussion with the Executive, the ARC was happy to recommend to the Board that they confirm the robustness and effectiveness of the FSAI’s internal financial controls. The Board accepted the recommendation of the Arc in this regard .

CFN informed the Board that a Financial Management Maturity Model assessment against the C&AG’s Financial Management Maturity Model was undertaken by BDO.  The ARC is satisfied that it showed that the FSAI have a robust financial management model in place but should review the possibility of a centralised model for procurement. 

She indicated that the Incident Management Report was due to be discussed at the last ARC meeting, however due to a miscommunication in BDO the discussion was deferred until the next ARC meeting in June. 

In relation to ARC membership CFN informed the Board that the process for seeking an external ARC member has resulted in a successful candidate being selected.  The ARC is requesting the Board formally approve the appointment of Brendan Harte.  The Board approved the appointment of Brendan Harte to the ARC. 

CFN on behalf of the ARC also raised the issue of the appointment of a Board member to the ARC, with the appropriate and relevant skills to supplement those of the current membership.  Following a discussion Ms Carol Lynch was appointed to the ARC by the Board. 

CNF concluded her report by noting that the Annual Report of the ARC for 2024 is tabled for review on today’s agenda.  

10.1 Finance and Governance Update

KR provided an overview of the paper.  He informed the Board that the letter of allocation had been received from the Department of Health, the budget is as expected and aligns with the financial assumptions underpinning the development of the Draft Business plan for 2025.   He requested that the Board formally approve the Business Plan 2025.

The Board approved the Business Plan for 2025.

KR informed the Board that they are required to approve changes to our bank mandate.  He requested that they approve the amendment of the existing bank mandate to replace Pamela Byrne with Greg Dempsey. He noted that AIB, our banking providers, will prepare a new mandate for completion once this approval is granted, which may be signed/completed once prepared.
The Board approved the change as requested. 

10.2 Draft Financial Statements 

Following review and recommendation by the ARC, the Board recommended the draft financial statements be submitted for audit by the Office of the C&AG, subject to the inclusion of the amendments received from PK.

10.4  Annual report of the Audit and Risk Committee 

The Board noted and thanked the Audit and Risk Committee for their Annual Report for the financial year 2024.

10.5 Risk Register (RR)

The Board discussed the RR and following discussion it was agreed that Risk 5 should be reviewed.  It was agreed that the SLT would review and consider whether the potential for a breach of GDPR rules should be included as a risk.  The Board also recommended that the “Comments” section of each risk include an indication that the risk is at the lowest level possible within its circumstances and also reflect the progress being made to lower the risk. 

10.6 Risk Appetite Statement 

The Board discussed the Risk Appetite Statement and approved the document in agreement with the recommendation from the ARC. 

It was suggested that the previous high level introductory paragraph outlining what the risk appetite of the FSAI was should be reintroduced at the start of the approved Risk Appetite Statement.   

The Chair thanked KR for joining the meeting. 

KR left the meeting 

10.7 Performance Remuneration Committee update  

The Chair noted that there were no regular meetings of the Committee since the last Board meeting, although the Committee had met and carried out a lot of work in relation to the appointment of the new CEO.  The Chair confirmed that the next meeting of the PRC will take place on 18th March 2025 which will begin the process of goal setting with the new CEO.  

10.8 Scientific Committee update

MC provided an update on the work of the Scientific Committee noting that he has provided a paper on the Business Case for commencing a new Total Diet Study.  He explained that the current diet study for Ireland is more than 10 years old and therefore does not represent the typical contemporary diet and does not reflect changes in the levels of contaminants and nutrients in food that have occurred in the past 10 years. The population of Ireland has changed significantly over this period, as have eating habits. He informed the Board that the study needs to be updated in order for policy decisions and risk management to be as well informed as possible.  The Board fully support the commencement of a new study 

Action: The Chair and CEO will discuss this further and revert with an update at the next Board meeting. 

10.9 Scientific Committee Paper on Parameter/foodstuff combinations for consideration in the next Total Diet Study and the selection of appropriate biomarkers to support risk assessment in Ireland

The Board noted the report.  MC requested the approval of the Board to publish the document on the FSAI website.  The Board approved the request. 

10.10 Actions resulting from the Board Effectiveness Review  

The Board reviewed and approved the action plan and confirmed that the Board will undertake an external survey in 2025, and plans are underway to secure an external partner for this exercise.
Action: FD will include the actions in the Board workplan 2025

10.11 Declarations of Interest and Statement of Interest Report for 2024. 

FD provided an overview of the declarations and disclosures received for 2024.  The Chair and CEO have reviewed all the relevant disclosures. As per the requirements of the FSAI Act the relevant declarations will be shared with the Department of Health.  

The Chair noted that she has been provided with a report on the declarations of interest of members of the subcommittees of the Scientific Committee, as reviewed by the Chair of Scientific Committee and Director of Food Science and Standards.  Having reviewed the report she is satisfied that there is a clear protocol to deal with any potential or perceived conflicts of interest and that risks are being satisfactorily managed.

11. Business Planning and Reporting 

11.1 Draft Oversight and Performance Delivery agreement 

The Board reviewed the Draft Oversight and Performance Delivery agreement and approved it for the signing by the CEO. 

11.2 Board Work Plan 2025

The Board workplan was reviewed and deem to be on track as planned. 

12. AOB 

12.1 Delegation of Authority to CEO 

The Board considered the paper, and approved the delegation of the authority to appoint Designated Officers to the CEO.

12.2 Board Away Day June 2025

The Board discussed the plans for a facilitated Board and SLT away day in June 2025.  The morning session will consist of a workshop and the Board meeting will be held in the afternoon. 
Action: FD to draft a proposal for the procurement of a facilitator and book a venue. 

12.3 ARC Skills review 

As the ARC now has a full complement of members the Board suggested that a full skills review is carried out to ascertain that all the necessary skills are available on the Committee. 
Action: CEO to request that the HR & OD Manager assist with this process. 

12.4 Induction Training 

The Chair noted that the new Board members have received their induction training and requested that ARC training be arranged for Carol Lynch and Brendan Harte. 

Action: FD to schedule a half-day session for the induction of the new ARC members. 

The CEO and Board Secretary left the meeting 

13. Private Session 

The Board members held a short private session.

Date of next meeting: 13th May 2025

FSAI Board Actions: March 2025

6 actions closed from the previous meeting on 3^rd December 2024

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.