Agency and Committee Information

Change in Governance Structure

The NTMA is a statutory body established under the National Treasury Management Agency Act, 1990.

There were significant changes in the NTMA’s governance structure and statutory remit in 2014. Previously, the NTMA did not have a board structure and the Chief Executive reported directly to the Minister for Finance on the NTMA’s funding and debt management, State Claims Agency and NewERA functions. The NTMA’s governing legislation also provided for an Advisory Committee and a State Claims Agency Policy Committee. The National Pensions Reserve Fund Commission (NPRF Commission), National Development Finance Agency (NDFA) and National Asset Management Agency (NAMA) were established as statutory bodies under their own governing legislation. The Strategic Banking Corporation of Ireland (SBCI) was established in September 2014 as a private limited company in order to perform certain statutory functions. Each of these bodies had its own board. The NTMA acted as the executive in respect of the NPRF Commission and the NDFA. It assigns staff to NAMA and the SBCI and also provides them with business and support services and systems.

The National Treasury Management Agency (Amendment) Act 2014 streamlined and simplified the NTMA’s governance structures to enable a more integrated approach to the performance of its functions. On 22 December 2014 the NTMA was reconstituted as an Agency with a Chairperson and eight other members reporting to the Minister for Finance with over-arching responsibility for all of the NTMA’s functions (excluding NAMA and the SBCI which will continue to have their own separate boards).

The Advisory Committee and State Claims Agency Policy Committee were dissolved on 22 December 2014. The NPRF Commission was reduced to one commissioner (the NTMA Chief Executive) on that date pending the transfer of all of the NPRF’s assets to the Ireland Strategic Investment Fund (ISIF) following which the NPRF Commission too will be dissolved. The NDFA was dissolved on 27 January 2015. The Act also provided for:

  • the putting of the NTMA’s NewERA functions on a statutory basis;
  • the establishment of the Ireland Strategic Investment Fund with a mandate to invest on a commercial basis in a manner designed to support economic activity and employment in Ireland and the transfer of the NPRF’s assets to the ISIF;
  • the putting of the State Claims Agency’s legal costs function on a statutory basis;
  • and the transfer of the NDFA’s functions to the NTMA.

The Agency and its Committees

The Agency comprises nine members. Six members, including the Chairperson, are appointed by the Minister for Finance. The Chief Executive of the NTMA and the Secretaries General of the Departments of Finance and Public Expenditure and Reform are ex-officio members of the Agency. The Agency reports to the Minister for Finance.

The term of office of an appointed member is five years, other than the initial appointed members of whom two members are appointed for three years and two members are appointed for four years.

The Agency met on one occasion in 2014, the date of its reconstitution 22 December.

The Agency has established four committees:

  • Investment Committee;
  • Audit Committee;
  • Risk Committee; and
  • Remuneration Committee.

Each of the Agency Committees has formal terms of reference. These are published on the Agency’s website ntma.ie.

Investment Committee
The Investment Committee is a statutory committee provided for by the National Treasury Management Agency Act, 1990 (as amended). It is required to comprise of two appointed members of the Agency and not more than five persons who are not members of the Agency but who have acquired substantial relevant expertise and experience and who are appointed by the Agency with the consent of the Minister for Finance.

The Investment Committee makes decisions about the acquisition and disposal of assets of the Ireland Strategic Investment Fund within such parameters as may be set by the Agency, advises the Agency on the investment strategy for the Fund and oversees the implementation of the investment strategy. The Committee comprises five members of which two are members of the Agency and three are external members. The members of the Committee are:

  • Brendan McDonagh, Chairperson (Agency member)
  • Susan Webb (Agency member)
  • John Herlihy (external member)
    John Herlihy is former Vice President, Sales and Operations and Managing Director, Google Ireland. Prior to joining Google in 2005, he worked internationally in senior management positions at leading global technology companies including First Data, Adobe Systems and Oracle Corporation.
  • Richard Leonard (external member)
    Richard Leonard is Partner in Charge, Grant Thornton Limerick. He was made a partner in the firm in 1983. He is Managing Director Grant Thornton Financial Counselling Ltd and also a member of the National Grant Thornton Management Team. He has considerable experience in Business Advisory Services and Personal Financial Planning.
  • Julie Sinnamon (external member)
    Julie Sinnamon is Chief Executive Officer of Enterprise Ireland, a position she has held since November 2013. Prior to her appointment as CEO, she held a number of senior roles at Enterprise Ireland including that of Executive Director for Global Business Development. Prior to joining Enterprise Ireland, she spent 10 years with IDA Ireland. She previously worked in banking, with First National of Chicago and Trinity Bank. She is a business graduate of the University of Ulster, has a Masters in International Business (Fordham & IMI) and is a graduate of the Stanford Executive Programme, USA.

Audit Committee
The Audit Committee comprises three members:

  • Martin Murphy, Chairperson
  • Maeve Carton
  • Susan Webb

Risk Committee
The Risk Committee comprises three members:

  • Mary Walsh, Chairperson
  • Martin Murphy
  • Robert Watt

Remuneration Committee
The Remuneration Committee comprises four members:

  • Brendan McDonagh, Chairperson
  • Martin Murphy
  • Willie Walsh
  • Robert Watt

Codes of business conduct are in place for Agency and committee members and employees. Committee members and employees are expected to ensure that all their activities are governed by the ethical standards reflected in the relevant code. A separate code has been prepared for employees assigned to NAMA reflecting specific requirements of the NAMA Act.

The Agency is currently putting in place policies and procedures to ensure compliance with corporate governance best practice including the Code of Practice for the Governance of State Bodies.

The NTMA is a prescribed public body for the purposes of the Ethics in Public Office Acts, 1995 and 2001. In addition there are specific disclosure of interest requirements under the NTMA Act. In cases where a material interest has been disclosed, Agency or committee members do not receive Agency or committee papers on the relevant matter nor do the members participate in or attend Agency or committee discussions relating to the matter. All disclosures are recorded in the relevant Agency or committee meeting minutes.

Risk Management

The NTMA’s risk management framework is predicated on the three-lines-of-defence model. Within this model, business unit staff and management (the first line) incur and own the risks, while the Risk Unit and other control functions (the second line) provide independent oversight and objective challenge to the first line of defence, as well as monitoring and control of risk. Internal Audit (the third line) provides assurance that control objectives are achieved by the first and second lines of defence.

Auditors

In accordance with statutory requirements the NTMA is audited by the Comptroller and Auditor General. The NTMA has in place an internal audit function managed by the Head of Internal Audit and including an external firm, currently KPMG, appointed to carry out internal audit work reporting to the Head of Internal Audit.

Advisory Committee and State Claims Agency Policy Committee

The Advisory Committee and State Claims Agency Policy Committee were dissolved on the reconstitution of the NTMA on 22 December 2014.

The Advisory Committee assisted and advised the NTMA in relation to such matters as were referred to it for that purpose by the NTMA. It also advised the Minister for Finance on the Chief Executive’s terms and conditions (including terms and conditions relating to remuneration).

Members of the Advisory Committee over the period 1 January 2014 to 21 December 2014 were as follows:

  • Willie Walsh, Chairperson
  • Brendan McDonagh
  • Derek Moran (from 3 September 2014)*
  • John Moran (to 14 August 2014)*
  • Tytti Noras
    Former Legal Counsellor, Financial Markets Department, Ministry of Finance, Finland and former member of the Board of Directors of the European Investment Bank Donald C Roth Former Managing Partner of EMP Global LLC

*Derek Moran and John Moran were members in their capacity as Secretary General of the Department of Finance.

The Advisory Committee met on 6 occasions in 2014.


(p) refers to the number of meetings it was possible to attend relative to the dates of appointment.
Source: NTMA

The Advisory Committee had established an Audit Committee and a Remuneration Committee. The Audit Committee also acted as the NDFA Audit Committee. Membership of these committees over the period 1 January 2014 to 21 December 2014 was as follows:

Audit Committee

  • Brendan McDonagh, Chairperson
  • Gerry Murray, Member of the NDFA Board
  • Michael O’Grady, External Member

Remuneration Committee

  • Don Roth, Chairperson (Member over full period and Chairperson from 25 March 2014)
  • Paul Carty, Chairperson of the NPRF Commission
  • Frank Daly, Chairperson of the NAMA Board
  • Brendan McDonagh
  • Willie Walsh

In 2014 the Advisory Committee appointed a Nomination Committee to assist the Minister for Finance in the recruitment of a new Chief Executive: the then Chief Executive, John Corrigan, having given notice of his intention to retire on the expiry of his contract in December 2014. Willie Walsh, Brendan McDonagh and Don Roth were appointed members of the Nomination Committee.

The State Claims Agency Policy Committee advised the NTMA on policy and procedures relating to the performance of its State Claims Agency functions. The Committee consisted of 7 members appointed by the Minister for Finance. Members over the period 1 January 2014 to 21 December 2014 were as follows:

  • Noel Whelan, Chairperson
    Vice President and Dean Emeritus, University of Limerick
  • Tony Delany
    Former Director of Claims at Norwich Union/Hibernian Insurance
  • Mary Jackson
    Principal Officer, Department of Health
  • Christopher Moore
    Brigadier General (Retired)
  • Niamh Moran
    Solicitor, Carmody Moran, Solicitors
  • Fachtna Murphy
    Former Garda Commissioner
  • Wendy Thompson
    Insurance & Litigation Manager, Railway Procurement Agency

The Committee met on 4 occasions in 2014.


Source: NTMA