Governance Statement and Board Members’ Report

Governance

The Board of the Higher Education Authority (HEA) was established under the Higher Education Authority Act, 1971. The functions of the Board are set out in section 3 of this Act, additional functions were assigned to the HEA under the Universities Act, 1997 and the Institutes of Technology Act, 2006. The Board is accountable to the Minister for Education and Skills and is responsible for ensuring good governance and performs this task by setting strategic objectives and targets and taking strategic decisions on all key business issues. The regular day-to-day management, control and direction of the HEA are the responsibility of the Chief Executive Officer (CEO) and the senior management team. The CEO and the senior management team must follow the broad strategic direction set by the Board, and must ensure that all Board members have a clear understanding of the key activities and decisions related to the entity, and of any significant risks likely to arise [1]. The CEO acts as a direct liaison between the Board and management of the HEA.

 

Board Responsibilities

The work and responsibilities of the Board are set out in

  • HEA Board Terms of Reference
  • Code of Conduct for Board Members
  • Schedule of Reserved Functions which also contain the matters specifically reserved for Board decision

Standing items considered by the Board include:

  • declaration of interests
  • reports from committees
  • financial reports/management accounts
  • members only sessions
  • performance reports

Section 20 (i) of the Schedule to the Higher Education Authority Act, 1971 requires the Board of the HEA to keep, in such form as may be approved by the Minister for Education and Skills, with consent of the Minister for Public Expenditure and Reform, all proper and usual accounts of money received and expended by it.

In preparing these financial statements, the Board of the HEA is required to:

  • select suitable accounting policies and apply them consistently,
  • make judgements and estimates that are reasonable and prudent,
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that it will continue in operation, and
  • state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements.

The Board is responsible for keeping adequate accounting records which disclose, with reasonable accuracy at any time, its financial position and enables it to ensure that the financial statements comply with Section 20 of the Schedule to the Higher Education Authority Act, 1971. The maintenance and integrity of the corporate and financial information on the HEA’s website is the responsibility of the Board.

The Board is responsible for approving the annual plan and budget. An evaluation of the performance of the HEA by reference to the 2018 annual plan and budget was carried out on 29 January 2019.

The Board is also responsible for safeguarding its assets and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Board considers that the financial statements of the HEA give a true and fair view of the financial performance and the financial position of the HEA at 31 December 2018.

Board Structure

The Board consists of a Chairperson, Deputy Chairperson and thirteen ordinary members, all of whom are appointed by the Government on the recommendation of the Minister for Education and Skills. The members of the Board were appointed for a period of five years and meet 6-8 times per annum. The table below details the appointment period for current members:

Board MemberRoleDate Appointed
Michael HorganChairperson27th July 2016
Sharon FeeneyDeputy Chairperson [2]27th July 2016
Orla FeelyOrdinary Member27th July 2016
Lynn RamseyOrdinary Member27th July 2016
John WallOrdinary Member27th July 2016
Tony DonohoeOrdinary Member27th July 2016
Judith EatonOrdinary Member27th July 2016
Darina KneafseyOrdinary Member27th July 2016
Sinéad O’FlanaganOrdinary Member27th July 2016
Pól Ó’MórainOrdinary Member27th July 2016
Bahram BekhradniaOrdinary Member27th June 2017
Jim MountjoyOrdinary Member27th June 2017
Síona Cahill [3]Ordinary Member1st July 2018
Deirdre LillisOrdinary Member27th November 2017
Ronan LyonsOrdinary Member27th November 2017

The Board commenced a self-evaluation exercise in October 2018 and considered the findings at its meeting held November 2018 [4]. An external evaluation of the Board will be carried out in Q4 2019.

The Board has established six committees, as follows:

  1. Audit and Risk Committee [5]: comprises six Board members and one independent member. The role of the Audit and Risk Committee (ARC) is to support the Board in relation to its responsibilities for issues of risk, control and governance and associated assurance. The ARC is independent from the financial management of the organisation. In particular, the Committee ensures that the internal control systems including audit activities are monitored actively and independently. The ARC reports to the Board after each meeting, and formally in writing annually. The members of this committee are: Sharon Feeney (Chairperson), Síona Cahill, Deirdre Lillis, Jim Mountjoy, Sinéad O’Flanagan, Pól Ó’Mórain and independent member Anne Brady. There were 4 meetings of the ARC in 2018.
  2. Finance and Governance Committee: comprises six Board members and two independent members. The main role of the Committee is to review and recommend to the Authority, the proposed recurrent and access grant allocations to the Universities, Institutes of Technology and other bodies funded by the Authority, along with funding allocations under a number of additional programmes including performance funding. The members of this committee are: Michael Horgan (Chairperson), Bahram Bekhradnia, Judith Eaton, Darina Kneafsey, Síona Cahill and Jim Mountjoy. The two independent members are Anne Brady and Joe Heavey. Michael O’Connell was appointed as a special advisor. There were 7 meetings of the Finance and Governance Committee in 2018.
  3. System Development and Performance Management Committee: comprises ten Board members. The role of the System Development and Performance Management Committee (SDPM) is to support the Board in overseeing the creation and development of a coordinated system of higher education institutions, each with clear, diversified missions and with a strong focus on outcomes and funding for performance. The members of this committee are: Tony Donohoe (Chairperson), Michael Horgan, Jim Mountjoy, Darina Kneafsey, Sharon Feeney, Bahram Bekhradnia, Lynn Ramsey, Sinéad O’Flanagan, Ronan Lyons and John Wall. There were 4 meetings of the SDPM in 2018.
  4. Policy and Planning Committee: comprises nine Board members: The role of the Policy and Planning Committee is to provide objective analysis and advice across higher education issues, identifying important policy and leadership issues in higher education – both immediate and long-term – in Ireland and internationally. In undertaking this policy analysis, the Committee’s objective is to improve higher education in Ireland, and enhance public accountability, by creating a better-informed policy environment and by developing practical responses to the strategic issues facing leaders of higher education institutions and public agencies. The members of this committee are: Darina Kneafsey (Chairperson), Judith Eaton, Orla Feely, Pól Ó’Mórain, John Wall, Sharon Feeney, Lynn Ramsey, Bahram Bekhradnia and Ronan Lyons. There were three meetings of the Policy and Planning Committee in 2018.
  5. Research and Graduate Education Committee: comprises six HEA Board members and three Irish Research Council (IRC) members. The purpose of this Committee is to ensure policy coherence between the HEA and the IRC, prepare draft policy statements and advice on aspects of research and graduate education, oversee and report to the Authority and Council on implementation of research and graduate education policy by the higher education system and constituent institutions and review relevant policy initiatives submitted by the Authority or Council. The members of this committee are: (Chairperson) Orla Feely (HEA), Jane Ohlmeyer (IRC), Felicity Kelliher (IRC), Síona Cahill (HEA), Sinéad O’Flanagan (HEA), John Wall (HEA), Deirdre Lillis (HEA), and Ronan Lyons (HEA). There is one IRC vacancy on the Committee. There were three meetings of the Research and Graduate Education Committee in 2018.
  6. Pension Appeals Committee: comprises four Board members. The members of this committee are: Michael Horgan (Chairperson), Bahram Bekhradnia, John Wall and Síona Cahill. This Committee was established in 2012 to exercise a statutory function assigned to the Authority, namely to consider pension appeals submitted by University staff under Schedule 5 of the Universities Act. The decision of the Authority on such appeals is given with the consent of the Ministers for Education & Skills and Public Expenditure & Reform. The Committee only meets if there is a pensions appeal. It was not necessary to convene the Committee in 2018.

 

Schedule of Attendance at Board and Committee Meetings

 BoardAudit & Risk CommitteeFinance and Governance CommitteeSystem Development and Performance Management CommitteePolicy and Planning CommitteeResearch and Graduate Education CommitteePension Appeals Committee
Number of meetings8474330
Michael Horgan – Chairman8/8n/a6/73/3*n/an/a0/0
Bahram Bekhradnia8/8n/a5/72/43/3n/a0/0
Orla Feely6/8n/an/an/a2/33/3n/a
Sinéad O’Flanagan8/84/4n/a3/4n/a3/3n/a
Michael Kerrigan5/5*2/2 *2/3*n/an/a0/1*0/0
Deirdre Lillis8/84/4n/an/a1/2 *2/3n/a
Ronan Lyons7/8n/an/a1/43/32/3n/a
Jim Mountjoy7/83/46/74/4n/an/an/a
Lynn Ramsey8/8n/an/a4/43/3n/an/a
John Wall8/8n/an/a2/42/32/30/0
Sharon Feeney8/83/4n/a4/42/3n/an/a
Tony Donohoe8/8n/an/a4/4n/an/an/a
Judith Eaton2/8n/a3/7n/a1/3n/an/a
Pól O’Mórain8/84/4n/an/a2/3n/an/a
Darina Kneafsey8/8n/a7/74/43/3n/an/a
Síona Cahill4/4*1/1*4/4*n/an/a1/2 *0/0

* Indicates that committee membership was for part of the year.

The details of all Board fees and expenses can be found in Note 18 to the Financial Statements.

Key Personnel Changes
The following Board member stepped down during the year following the expiry of their term of office:
Michael Kerrigan on 30 July 2018.

The Chief Executive, Dr Graham Love, resigned from his position in October 2018. Mr Paul O’Toole was appointed Interim Chief Executive in October 2018 for a one-year period pending the recruitment of a new Chief Executive.

Two Senior Managers, Mr. Fergal Costello, Head of System Performance and Mr. Andrew Brownlee, Head of System Funding resigned in January. Two new Senior Managers were appointed in October 2018, Ms Orla Nugent, Deputy CEO and Head of System Funding and Performance and Ms Mary Farrelly, Head of Finance and System Governance. Ms Farrelly resigned in March 2019.

Disclosures Required by Code of Practice for the Governance of State Bodies (2016)
The Board is responsible for ensuring that the HEA has complied with the requirements of the Code of Practice for the Governance of State Bodies (“the Code”), as published by the Department of Public Expenditure and Reform in August 2016. The following disclosures are required by the Code:

Board Members Fees and Expenses
Details of board members fees and expenses are shown in Note 18 of the financial statements.

Employee Benefits
An analysis of Employee Benefits is shown in Note 17 of the financial statements.

Consultancy Expenditure
An analysis of Consultancy Expenditure is shown in Note 5a of the financial statements.

Legal Costs and Settlements
There were no costs relating to fees for legal proceedings or settlements in 2018. Expenditure incurred in relation to general legal advice received by the HEA is disclosed in Consultancy Costs in Note 5a of the financial statements.

Travel and Subsistence Expenditure
An analysis of Travel and Subsistence Expenditure is shown in Note 5b of the financial statements.

Hospitality Expenditure
An analysis of Hospitality Expenditure is shown in Note 5c of the financial statements.

Statement of Compliance
The Board has adopted the Code of Practice for the Governance of State Bodies (2016) and has put procedures in place to ensure compliance with the Code. The Authority was in compliance with the Code of Practice for the Governance of State Bodies for 2018 with the exception of procurement issues, details of which are set out in the Statement on the System of Internal Controls.

Michael Horgan
Chairperson

25 June 2019

 

Footnotes:

[1] Code of Practice (Business and Financial Reporting Requirements) 1.3 – Financial statements to include a statement of how the Board operates, including the types of decisions to be taken by the Board and to be delegated to management.

[2] Appointed Deputy Chair 27th March 2018.

[3] Appointed for the period she holds office as President of USI.

[4] Code of Practice 4.6 – the Board should undertake an annual self-assessment evaluation of its own performance and that of its committees. An external evaluation proportionate to the size and requirements of the State body should be carried out at least every 3 years.

[5] Code of Practice 7.2 – State bodies must establish an Audit and Risk Committee to give an independent view in relation to risks and risk management systems.