1. Approval of Approval of Annual Budgets, Corporate Plans, long-term Strategic Plan.
2. Approval of all contracts/expenditure with a value in excess of €10m.
3. Approval of unbudgeted expenditure or over-expenditure (exceeding 5% or €1M) in respect of any transaction or series of transactions originally approved by the Board.
4. Approval of Annual Reports and Financial Statements.
5. Trans-group pay agreements.
6. Significant amendments to Ervia Pension Schemes.
7. Appointment / removal of auditors, on recommendation of the Audit & Finance Committee.
8. Establishment of subsidiaries.
9. Establishment of joint ventures.
10. Acquisition of interests in non-group companies.
11. Issue of securities in Ervia or in any subsidiary.
12. The appointment of directors to subsidiary companies, if Ministerial Consent is required. Note: Subsidiary company directors who are also Ervia staff members are not entitled to receive any remuneration in their capacity as such.
13. Treasury Matters:
13.1 PD40 - Treasury Policy – outlines board reserved items and delegated authorities for
all treasury /banking matters including Derivatives.
13.2 PD7 - Payment Signing Policy- outlines board reserved items and delegated
authorities in relation to execution of payment authorisations.
13.3 Banking documentation requiring an Ervia board resolution.
14. Approval of any loan to, or financial transaction with, a member of the Ervia Board, of a subsidiary company board, of an associated company board or an employee of the organisation.
15. Initiation or settlement of any litigation which could have a significant reputational impact on Ervia or have a material financial impact (€10m) on the organisation.
16. Senior Management remuneration, on recommendation from the Remuneration Committee.
17. Appointment, remuneration, assessment of performance of, and succession planning for, the Chief Executive, on recommendation from the Remuneration Committee.
18. Expenditure above €10m in relation to investments and capital projects, including approval of major contract terms and conditions, and expenditure above €20M for Irish Water in flight capital projects already approved by Board in principle upon taking over responsibility for the provision of water services. All such expenditure to be reviewed and recommended for approval first by the Investment and Infrastructure Committee.
19. Award of all Framework Agreements where the total spend is in excess of €10m and of all Framework Agreements for Legal Services, PR/Marketing Consulting Services, Pension Advisory Services, Internal Audit and Risk Management Services and Insurance Broking.
20. Commercial Property Transactions (disposals and acquisitions including by lease or license) with a value in excess of €500,000.
21. Formal submissions to the regulatory authorities in relation to price control.
22. Review of/changes to systems of internal financial and other controls, on the recommendation of the Audit and Finance Committee.
23. Declaration of a dividend.
24. Incurring of any borrowings from third parties.
25. Approval of any appointments of Ervia Executive team members to external boards or other external positions.
26. Twice yearly presentation on safety in relation to Ervia, GNI and IW.
27. All Irish Water matters requiring Ministerial consent.
28. All Gas Networks Ireland matters requiring Ministerial consent.
29. All exceptions (if any) made to Ervia’s Procurement Policy (PD 2) to be reported to the Board on a regular basis.
Appendix A - Ervia Corporate Policies requiring Board Approval
PD 2 - Procurement Policies and Procedures
PD 3 – Authorisation Levels and Contract Execution
PD 7 – Payment Signing Policy
PD 9 – Protected Disclosures Policy
PD 16 – Code of Business Conduct for all employees
PD 17 – Internal Audit Charter
PD 40 – Treasury Policy
PD 66 – Enterprise Risk Management Policy
PD 84 – Anti-Fraud Policy