ESB is committed to the highest standards of corporate governance, business integrity and stakeholder engagement in all its activities.
The ESB Board operates in accordance with the Code of Practice for the Governance of State Bodies (2016). Its role is to provide effective leadership and oversight of ESB and to promote its long-term success within a framework of prudent and effective controls which enables risk to be assessed and managed.
The ESB Board is the principal decision making forum for the organisation, approves the overall strategy and continuously monitors performance. The Board ensures that strategy is reflective of our purpose and values and that ESB’s culture is in alignment. The Board delegates responsibility for a range of topics to different committees. Oversight of ESB’s activities is exercised through a programme of scheduled Board and committee meetings and site visits.
Board Governance Principles
The ESB Board has approved a terms of reference to help it fulfill its collective responsibilities and to enable it and ESB’s executive management team to operate within a clear governance framework. The Board regularly reviews its work plans and keeps its own performance under review.
To read the Board’s Terms of Reference please see the document below.
ESB Board Terms of Reference 2021
Matters Reserved to the Board
The Board has reserved to itself the authority to approve key decisions in the following matters:
- ESB Group Strategy, annual budgets and annual and interim financial statements
- Major capital expenditure and borrowings
- Key policies
- Major acquisitions, disposals or retirements of assets
- Appointment of the Chief Executive
- Appointments to the Executive Director Team (on the recommendation of the Chief Executive)
- Appointment of the Company Secretary
- Assessment and approval of the Group governance framework, internal controls and risk management
- Terms of major contracts
- Mass market residential tariffs
- Key regulatory, legal, industrial relations, accounting and policy matters
This schedule is reviewed annually by the Board.
Code of Conduct
The Board has adopted a Code of Conduct which puts Our Purpose and Our Values at the centre of how Board members will conduct themselves. Behaving ethically, building and maintaining trust are at the core of this Code.
The Board Members' Code of Conduct is available below.
The Board Members' Code of Conduct 2021
Ethics in Public Office
In addition, under the Ethics in Public Office Acts 1995 and 2001, Board members are also required to provide an annual written statement of their own relevant interests, or those of a spouse, civil partner or child. Relevant interests are those that could either materially influence the Board member in the performance of their function on the Board, or the performance of their Board member role could result in a material benefit in terms of the relevant interest. Further information is available on the Standards in Public Office website.
Board Inclusion and Diversity
The Board, both for itself and ESB as a whole, is fully committed to diversity and inclusion as an important factor in achieving ESB’s business objectives.
In relation to Board diversity, the Chairman of the Board, in assisting ESB’s Government shareholders in drawing up specifications for Board appointments, has regard to the benefits of diversity, as required under the Code of Practice for the Governance of State Bodies and the related “Guidelines on Appointments to State Bodies."
Board Inclusion and Diversity Policy is available below.