Location: The Heritage Hotel, Killenard, Co Laois

Present

• Ms. Ann Horan (AH) (Chair) 
• Mr Patrick Knight (PK)
• Ms Mary Cullen (MC) 
• Prof Martin Cormican (P. MC)
• Prof Francis Butler (FB)
• Dr Cliodhna Foley-Nolan (CFN) 
• Ms Eilis O’Brien (EOB)
• Ms Lisa Manselli (LM)
• Mr Gerard McCurdy (GMcC)

In attendance

• Dr Pamela Byrne (PB), Chief Executive
• Mr Kevin Roantree (KR), Board Secretary
• Ms Fiona Dwyer (Corporate Affairs Administration)

Apologies

• None

The Board meeting was held on the afternoon of 24th October following workshops for the Board and the Senior Leadership Team on the afternoon of 23rd and the morning of the 24th of October.  The Chair opened the meeting by thanking Board members for their participation in the workshops.  She gave a brief overview of the agenda and advised that a decision had been taken to postpone the presentation by Gail Carroll to the December meeting in order to give this important agenda item the attention that it deserved.  

1. Disclosure of Interests

Martin Cormican informed the group of his appointment as Clinic Lead for Laboratory Reform, which includes laboratories under contract to FSAI. As his work will be in a design and advisory role it was agreed this appointment should not affect his ability to hold a position on the FSAI Board. The Chair on behalf of the Board congratulated him on his appointment and wished him well in this new role.  There were no further declarations. 

2. Minutes of the last meeting: 12th September 2023

The Board reviewed and approved the minutes for signing by the Chair as tabled. 

3. Matters Arising

KR provided an update on open actions from the minutes of the 12th September 2023.  
Action: The Chair requested that all actions be timebound. 

Actions update:

1.    The HR Manager is continuing to work on the FSAI recruitment and retirement process.
2.    A presentation on open legal cases has been deferred
3.    Action 3 remains open.
4.    Staff survey action plan will be provided at the December Meeting.
5.    The presentation on innovation will be deferred until 2024.
6.    Work on the FSAI values framework is ongoing. 
7.    Action 7 was completed.
8.    A presentation on the FSAI’s approach to environment, climate and sustainability will be provided at the December Board meeting.
9.    A report to the Board on the evaluation of blended working will be provided in February 2024 
10.    Action is completed. 
11.    Open- for completion in Jan 2024
12.    Action is completed.
13.    Action is completed. 
14.    Action is completed. 
15.    Action is completed. 
16.    Action is completed. 
17.    Action is completed. 

4.    CEO Report

It was agreed that the CEO Report should be taken as read and Board members were invited to raise queries, seek clarifications, and make observations.

The group discussed the status of the transfer of LAVS to the Dept of Agriculture Food and Marine (DAFM).  Having discussed the issue at length, the Board expressed their support for the CEO’s approach to the negotiation of the new service contract with the Local Authorities and the planned transfer of the service to the DAFM. 

The CEO informed the group that Sante F report is still in draft format.  The report will be circulated to the Board when management responses are returned to the Commission. 

5. Enforcement Orders

The schedule of recent Enforcement Orders was noted by Board members.  

6. Strategy and Planning 

6.1 Strategy Development Update

The Board discussed the facilitated workshops held earlier in the day and the previous afternoon, with Frank Munnelly.  Frank will compile a report on the sessions and send it to the Chair for consideration.  It was agreed to request that Frank provided a follow-up session with SLT and Board members in conjunction with the next Board meeting on 12th December 2023. 

Action: FD to contact Frank regarding his availability on 12th December 2023. 

The Board members held a discussion on the challenges facing the FSAI in the context of the new strategic plan. The outcome of the discussion was captured for feedback to the Strategy Development Group.  

There will be 4 workshops held during the development of the next strategy and Board members were invited to attend one or more of the workshops according to their areas of interest and expertise. 

7th November 2023 - Workshop 1: What's the Challenge?
1st February 2024 - Workshop 2: Strategic Direction and Guiding Policy
28th March 2024 - Workshop 3: Testing, Resourcing, Implications
30th April 2024 – Workshop 4: Review of Advanced Strategy Draft

Action: FD will circulate a poll to Board members to indicate their availability for each workshop. 

6.2 FSAI Business Plan Q3 progress report

The Board reviewed the Quarter 3 Business Plan progress report.  The CEO advised that 3 of the deliverables will have to be postponed until early next year but that otherwise she is satisfied that the remaining actions will be delivered as  planned.  The Board members noted this anticipated outcome.

Break 

The meeting took a 10 min break.

7 Board Matters

7.1 Board Terms of Reference

The draft Board Terms of Reference was reviewed by the members, and it was agreed to reference to duties specified in the Code of Governance for state bodies and the FSAI Act. 

Action: The Board Terms of Reference will be amended and tabled at the December Board meeting. 

7.2 Performance and Remuneration Committee Update 

The Chair gave a briefing on the renamed Performance and Remuneration Committee’s meeting which was held on 23rd October 2023.  Agenda items discussed at that meeting included a short presentation by Bridget Kenna, HR Manager on the proposed selection process for the next CEO, an interim performance review for the CEO and a revised draft terms of reference for the Committee.  

7.3 Performance and Remuneration Committee membership

The Chair informed the members Mary Cullen is stepping down from the Performance and Remuneration Committee on 1st November and that the Committee propose that Francis Butler should join in her place.   The Board were happy to approve the appointment of Professor Butler and thanked Mary Cullen for her service on this Committee.

9. Board Updates 

9.1 Board Workplan 23/24 

Draft Board workplans for the remainder of 2023 and for the year 2024 were circulated with the agenda in advance of the meeting.   The plans were discussed, and it was agreed to operate a Red/Green system to show whether items had been addressed or remained outstanding. 

Action: FD to circulate Performance Remuneration Committee meeting dates for 2024.  It was agreed the meetings would take place following the January and September Board meetings.

10 Finance Update

10.1 End of year forecast

The Board discussed the finance paper as tabled.  It is forecast that the full 2023 allocation will be spent, with the exception of an underspend of the LAVS allocation.   The Board requested that finance staff continue to work with the Enforcement Policy team to ensure that, where possible, all LAVS invoices due for payment are received by the end of the year.

The CEO informed the Board that the DoH has indicated that the FSAI is expected to receive a €625K increase in their budget allocation.  This represents one third of the increase requested in the 2024 Estimates submission. 

10.2 Procurement 

The Board noted the update on procurement and the plan to achieve full procurement compliance by June 2024.   

10.3 Bank Mandate 

In light of the appointment of the new Chair of the Board, the bank mandate requires updating. A copy of the updated mandate was tabled for approval and will be provided to the Chair for signing. 

11 Board Committee Updates

11.1 Scientific Committee Update 

No update since last meeting.

11.2 Audit and Risk Committee update 

GMcC, Chair of the Audit and Risk Committee provided an update on their last meeting, 3rd October 2023.  He informed the Board that Qaiser Ali Shah of BDO attended the meeting to discuss the 2023/2024 internal audit plan at which the ARC members requested that the plan be amended to ensure that the Internal Financial Controls audit reviewed the whole of 2023 and that the Procurement internal audit be rescheduled to Q4 2023.

GMcC informed the Board members that having discussed the cyber security audit findings with BDO the ARC members were satisfied that the FSAI is currently in a good position and that they are continuing to work on the outstanding audit findings. 

GMcC informed the Board that Caoimhin Broderick of DHNK, who carried out the audit on behalf of the C&AG, attended the ARC.  It was again requested that the Committee members be provided with a copy of the draft audit report prior to the June Board meeting.  Mr Broderick agreed to raise the matter with the C&AG and will revert to the ARC in relation to this for the audit to be undertaken in 2024. The Chair informed the Board that the C&AG have extended the contract of DHKN for 2024, meaning that DHKN will conduct the audit of the FSAI’s 2023 annual financial statements. 

The next meeting of the ARC will be a face-to-face meeting on the 28th November 2023 in the offices of the FSAI. 

12. Corporate Governance

12.1 Risk and Opportunities Register 

The Board reviewed the Risk and Opportunities Register.  KR informed the Board that the SLT had reviewed the Risk Appetite Statement, and it was agreed to revise the statement using an approach whereby the Risk Appetite Statement would be aligned to the 18 objectives of the Business Plan.  

Action: The new Risk Appetite Statement will be tabled at the December Board meeting for formal agreement by the Board.  

13. Any Other Business

The Chair informed Board members that as Chair designate, she will appear before the Joint Oireachtas Committee on Health on 14th November 2023.  

The Chair gave an update on the recent meeting of the IPA Chairpersons Forum.  

It was agreed that the Board will join the staff for lunch in the FSAI offices on the 12th December 2023.

Action: FD to send a diary invitation to all staff to the Board & Staff lunch. 

Finally, the Chair on behalf of the Board asked the CEO to extend thanks to the Senior Leadership Team for their engagement and efforts during the very proactive Board & SLT sessions yesterday and this morning. 

The meeting concluded at 4.30pm.

Date of next meeting: 12th December 2023

FSAI Board Actions: October 2023

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.