Corporate governance deals with the systems and procedures by which Ervia is directed and controlled.

As a statutory body, Ervia does not have a memorandum or articles of association. Instead, its objects, powers and duties or ‘functions’ and the provisions that regulate the carrying out of these functions are set out in the Gas Acts 1976 to 2009 and associated legislation.

While day to day responsibility for management, operations and financial control is delegated on a defined basis, to the Group Chief Executive Officer and his Management Team, the Board of Ervia is ultimately accountable for the strategic direction and performance of Ervia.

The Board and Management Team are committed at all times to achieving the highest standards of corporate governance and ethical business conduct.

The Board

The Board of Ervia currently consists of nine non-executive members and the Group Chief Executive Officer who are appointed by the Minister for Housing, Local Government and Heritage.

The Management Team, headed up by the Group Chief Executive Officer, is responsible for the day to day management of the company.

In accordance with the Code of Practice for the Governance of State Bodies 2016, the Board has adopted a Terms of Reference which outlines its duties and functions. These Terms of Reference should be read in conjunction with the Gas Act 1976, as amended. 

Board Committees

The Board has an effective committee structure to carry out its responsibilities. The Board has four committees, each of which has formal terms of reference, as follows:

Board Decisions

Ervia, as a semi-state company, is committed to good governance including a high level of transparency and accountability for itself and its subsidiaries. Ervia strives continuously to improve its transparency, accountability and governance processes to ensure that it is at the forefront of corporate governance practice as a transparent and responsible organisation.

In keeping with this commitment, summaries of decisions approved by the Ervia Board are published on our website.

Our Leadership Team

The Ervia Management Team, which is led by the Group Chief Executive Officer, implements the strategic direction of the company. You can access the management team structures for our subsidiary companies on the Gas Networks Ireland and Irish Water websites.

How Ervia is Established

Ervia is a body corporate established pursuant to the Gas Act 1976 (as amended). This legislation prescribes the roles, duties and responsibilities of Ervia as a corporate body. The constitutional documents of Ervia and its two main subsidiary companies can be accessed, below.

Legislation We Must Comply With

The Code of Practice for the Governance of State Bodies (“the Code”) sets the governance practices and procedures of a state body. Ervia and its subsidiary companies have designed appropriate measures to comply with the applicable requirements of the Code, which sets out the principles of corporate governance which the boards of state bodies are required to observe.

The Code can be accessed below.

Given the complexity and volume of the legislation related to the businesses of Ervia, while every effort is made to ensure this list of legislation we must comply with is a comprehensive and up to date schedule, not all legislation may be included.

You can access the legislation on the Irish Statute Book website.

Corporate Policies

Ervia’s corporate policy documents establish guidelines on accepted business objectives, set the governance framework and control environment and outline operational processes and procedures. They support core processes and provide a framework for planning, action and decision making for management and employees.

Ervia recognises that good corporate governance is pivotal to its success and to this end we continuously review and update our policies and procedures to comply with best practice.

Regulation of Lobbying Act

Ervia is required to submit returns three times per year to the Standards in Public Office (SIPO) on “relevant communications” made under the Regulation of Lobbying Act 2015.

Protected Disclosures

The mechanisms whereby Ervia’s employees and management may raise concerns, or make disclosures in the public interest, in accordance with the Protected Disclosures Act 2014, is outlined in the Ervia Protected Disclosures Policy, available above under our Corporate Policies.

Section 22 of the Protected Disclosures Act 2014 requires Ervia to publish an Annual Report relating to protected disclosures made under the Act.

In accordance with this requirement, Ervia confirms that in the year ended 31 December 2019, there were no protected disclosures to report in Ervia and in any of its subsidiary companies.

In accordance with this requirement, Ervia confirms that in the year ended 31 December 2018, there were two protected disclosures reported relating to the gas networks business which are currently under investigation.

In accordance with this requirement, Ervia confirms that in the year ended 31 December 2017, there were no protected disclosures to report.

In accordance with the requirements of Section 22 of the Protected Disclosures Act 2014, Ervia confirms that in the year ended 31st December 2016, one protected disclosure was made to Ervia. The matter was reported and investigated in accordance with Ervia’s Protected Disclosures Policy.