Section 32 of the Act required the Board to establish an Audit Committee. The Audit Committee operates to Board-approved Terms of Reference as required under section 32(6) of the Act.
The Audit Committee currently comprises two non-executive Board members and one external member.
The Audit Committee is comprised of the following:
Steven Seelig and Éilish Finan completed their terms of office on the Board and the Audit Committee on 25 May 2013 and 21 December 2013 respectively. Jim Kelly was re-appointed by the Minister for a second term on 13 January 2013.
In accordance with Section 32(2) of the Act, the Audit Committee is to comprise six members, two of which are external to NAMA and appointed by the Minister. The Minister is expected to appoint a second external member in due course. The remaining four members are appointed by the Board from among the members of the Board. It is expected that the vacancies on the Audit Committee will be filled after new appointments are made to the Board.
Mr. Kelly is a former senior official with the Revenue Commissioners. He has been a Board member of the Irish Auditing and Accounting Supervisory Authority and was Secretary to the Commission on Taxation 2008-2009.
The Board has determined that Brian McEnery is the Committee's financial expert and that Oliver Ellingham is the Committee's risk expert.
The Committee met on 13 occasions in 2013.
The Audit Committee assists the Board in fulfilling its oversight responsibilities in the following functions:
The principal activities of the Committee in 2013 were as follows:
The Committee reviewed the Annual Report and Financial Statements, as well as all other formal announcements relating to the financial statements, before submission to the Board. The review focused in particular on changes in accounting policy and practices, major judgement areas, and compliance with legal (including any requirements under the Act) and regulatory requirements.
The Comptroller and Auditor General ('C&AG') is the designated external auditor under the Act. No non-audit services were provided by him during 2013. The Committee reviewed the external audit plan in advance of the audit and met with the external auditor to review the findings from his audit of the financial statements.
The Committee received regular reports from the internal auditor. These included summaries of the key findings of each audit in the period and updates on the planned work programme. On an ongoing basis, the Committee ensured that these activities are adequately resourced and have appropriate standing within NAMA. This included agreement of the annual internal audit plan. The Committee also ensured coordination between the internal and external auditors.
The Committee evaluated the system of internal controls, including procedures adopted by the NTMA in the performance of its compliance and control functions for NAMA. The Committee's findings were reported to the Board.
The Committee received regular updates from Management and the internal auditor on the performance of these service providers, benchmarked against agreed targets.
The Chief Financial Officer of NAMA, the Head of Audit and Risk (CFO), other senior NAMA executives and representatives of the internal and external auditors were invited as appropriate to attend all or part of any meeting. The Committee also met individually with the external auditor, the internal auditor, Chief Financial Officer of NAMA, Head of Audit and Risk (CFO) of NAMA, Head of Control of the NTMA and Compliance Officer of the NTMA. Each of these has direct access, without restriction, to the Chairperson of the Audit Committee.
The Committee places on record its sincere appreciation to Steven Seelig and Éilish Finan for their significant contribution to the work of the Committee.
Brian McEnery
Chairperson
Section 32 of the Act required the Board, which has ultimate responsibility for the credit risk of NAMA, to establish a Credit Committee operating under its delegated authority. The Credit Committee operates to Board-approved Terms of Reference as required under section 32(6) of the Act.
The Credit Committee is comprised of the following members:
The Committee, which met on 38 occasions in 2013, normally meets on a weekly basis but meets more or less frequently as required. By its very nature, the Credit Committee has a critical role in advising the Board on the establishment of NAMA credit policy and in ensuring that decision making on debtor management is consistent with overall Board policy.
Commensurate with the credit policy approved by the Board, and subject to agreed portfolio limits, the Credit Committee is the decision-making authority responsible for the approval or rejection of credit applications, which are below the level required for Board approval, but exceed the credit approval authority delegated to the NAMA Chief Executive and Head of Asset Recovery/Head of Asset Management by the Board. The Committee must operate in a considered and timely manner so as to support efficient credit-related decision making with respect to the acquired debts of close to 800 debtor connections.
A credit application is broadly defined to mean any event that materially changes the underlying risk profile of an exposure or debtor. It includes debtor strategic reviews, applications for additional credit including capital expenditure projects, the restructuring or compromise of loan obligations, approval for asset sales, applications for vendor finance or financing for joint venture projects, decisions with respect to personal guarantees and approval of enforcement action, including receivership, repossession and other such actions.
The Committee's principal responsibilities include:
The principal activities of the Committee in 2013 were as follows:
It is expected that 2014 will be another challenging year for the Credit Committee as NAMA endeavours to maximise value from the portfolio. NAMA continues to operate in a difficult economic environment in Ireland; however there is clear evidence of recovery underway in the Dublin property market and in certain other locations, although liquidity and availability of bank funding remain issues. NAMA also continues to monetise its portfolio outside of Ireland and has been particularly successful in key locations such as London.
As NAMA is required to take a commercial, but prudent view, while maintaining the highest standards of objectivity and integrity, all proposals are rigorously assessed and the various options fully considered. The Committee recognises that its decisions may have a significant impact on the assets and the debtors concerned, but it is determined to support projects which add value with a view to stimulating activity and employment and to maximising the return for the Irish taxpayer.
Willie Soffe
Chairperson
The Risk Management Committee is responsible for overseeing the assessment and management of risks that, if they were to occur, would result in financial losses and/or a failure by NAMA to achieve its objectives as set out in its Strategic Plan.
The Risk Management Committee is comprised of the following members:
The Committee met on eight occasions in 2013.
Aideen O'Reilly (Head of Legal), Dave McEvoy (Head of Treasury), David Johnson (Head of Audit & Risk), John Mulcahy (Head of Asset Management and Board Member), Ronnie Hanna (Head of Asset Recovery) and Seán Ó Faoláin (Head of Strategy and Communications) resigned from the Risk Management Committee in January 2014.
The Committee's principal responsibilities include:
Risk categories identified in the NAMA Enterprise Risk Policy covers a wide spectrum of risks to the achievement of NAMA's objectives.
The principal activities of the Committee in 2013 were as follows:
The membership of the Risk Management Committee was revised in January 2014, reducing the number of members to two executive and three non-executive directors. As the Enterprise Risk Management Framework has reached a stable state, the Committee has identified a small number of risks which could have a significant impact on NAMA and its ability to achieve its objectives. A priority of the Committee in 2014 will be to concentrate greater time and resources on ensuring that the Principal Risks are kept under constant review and updates on changes in those risks are provided to the Board in a consistent and thorough manner.
The Enterprise Risk Management Framework seeks to link the subjective assessment of risks through well-established channels such as the Risk Working Group and Risk Committee with more objective evidence such as incident reporting, risk indicators and audit findings. The Committee now has an oversight of any operational incidents occurring and monitors the effectiveness of root-cause analysis and resolution of such incidents and how those events change the overall assessment of the NAMA risk profile.
Oliver Ellingham
Chairman
The Finance and Operating Committee comprises two non-executive Board members and five senior NAMA executives (including the NAMA Chief Executive).
The Finance and Operating Committee is comprised of the following members:
The Committee met on 11 occasions in 2013.
The principal responsibility of the Finance and Operating Committee is to monitor the financial and operational management of NAMA and its budgetary and management reporting, including:
The Finance and Operating Committee oversees the Executive Team's responsibilities for developing, implementing and managing NAMA's financial, operational and budgetary policies and reporting in relation thereto. It makes recommendations to the Board concerning NAMA's expenditure and budgetary requirements. The Chairperson reports formally to the Board on the key aspects of the Committee's proceedings.
During 2013, NAMA made significant progress in terms of developing its underlying Finance, Operations and Systems infrastructure.
Specific significant activities and progress areas are as follows:
The Committee places on record its sincere appreciation to Éilish Finan for her significant contribution as Chairperson to the work of the Committee.
Willie Soffe
Interim Chairperson
Section 33 of the Act provides for the establishment of advisory committees and, on the proposal of the Minister, NAMA established a Northern Ireland Advisory Committee on 7 January 2010. The purpose of the Committee is to advise the Board in relation to strategy for Northern Ireland assets.
The Northern Ireland Advisory Committee is comprised of the following members:
Mr. Frank Cushnahan resigned from the Committee on 7 November 2013 and Ms Éilish Finan completed her term of office on the Board and the Northern Ireland Advisory Committee on 21 December 2013.
Mr. Rowntree currently holds a number of non-executive appointments in the public and not-for-profit sectors. Mr. Rowntree is Chairman of the NI Civil Service Commissioners and an Independent Member of the Northern Ireland Policing Board. He was formerly Chairman of the Northern Ireland Housing Executive (2004-2012), a member of the Advisory Board of the International Centre for Local and Regional Development, and Vice President of the European Social Housing Forum.
He has held further public appointments at Chair and non-executive Director level in the Housing, Criminal Justice, Health and Education sectors and has chaired and participated in a wide variety of forums in Northern Ireland and on a cross-border basis.
The Committee met on five occasions during 2013 with meetings held in Belfast, Dublin and Dundalk. The Belfast meetings (and separate engagements across Northern Ireland) provided an opportunity to engage with key NI stakeholders in all sectors.
The principal responsibilities of the Northern Ireland Advisory Committee include:
Providing advice and making recommendations to the Board on Northern Ireland matters as they pertain to the Purpose and Objectives of the Advisory Committee set out below:
The Northern Ireland portfolio represents 4% of NAMA's total portfolio by acquisition value (approximately €1.3 billion out of NAMA's total acquisition value of €31.8 billion) and comprises office (18%), retail (17%), residential (10%), development (5%), and hotel and leisure (3%) assets, with the balance made up of land (25%) and other investment (22%) assets. Most of NAMA's undeveloped land portfolio in Northern Ireland is situated in the east of the region. 70% of the Northern Ireland portfolio is completed property and income producing.
By end-2013 disposals in Northern Ireland were of the order of £130m and NAMA had provided working and development capital to Northern Ireland debtors of the order of £140m. In a small number of cases NAMA has had to enforce in Northern Ireland.
The principal activities of the Committee in 2013 were as follows:
In 2013 the Committee continued to engage extensively with a broad range of relevant public and private bodies with a view to furthering mutually beneficial commercial initiatives in Northern Ireland. Such bodies include:
A vital element of the Committee's engagement activity is the ongoing constructive working relationship with the Northern Ireland Executive and Assembly and key political stakeholders regarding NAMA's plans for Northern Ireland. The Chairman of the Board and members of the Northern Ireland Advisory Committee met with the Northern Ireland Secretary of State, the Minister for Finance and Personnel and elected representatives and continue to engage on an ongoing basis and to provide specific briefings to Northern Ireland political parties.
The Committee reiterated key NAMA messages in Northern Ireland through a number of Northern Ireland media publications and interviews with a view to promoting an informed and accurate understanding of the role and activities of NAMA generally and, more specifically, in the context of Northern Ireland including addressing concerns about its proportionate impact on the Northern Ireland property market.
The Committee advises on and inputs into NAMA's engagement with the Northern Ireland social housing sector with a view to identifying and offering suitable sites for social housing purposes where there is a match between need and assets within the portfolio.
The Committee continues to work in partnership with the University of Ulster on key and innovative research to support a better understanding of the supply and demand dynamics of land across the region, including housing affordability and barriers to market entry.
The Committee continues to review all strategic opportunities to bring creative and innovative solutions in respect of NAMA's portfolio in Northern Ireland. To that end the Committee benefitted enormously during 2013 from the insightful contributions of External Committee Members, Frank Cushnahan and Brian Rowntree – both of whom provided a unique local knowledge and expertise to guide NAMA's work in Northern Ireland. The Committee places on record its appreciation to Éilish Finan and external member Frank Cushnahan who served on the Committee since inception in May 2010.
NAMA's mandate is to recover the maximum amount from all loans irrespective of where the underlying loans happen to be located. Towards this objective, NAMA adopts a commercial approach in each of the jurisdictions in which it operates, while recognising the distinctive market characteristics of these areas. It is particularly cognisant of the challenges specific to Northern Ireland and benefits greatly from the work of the Committee and extensive stakeholder engagement, local insights and expertise.
Frank Daly
Chairman
The purpose of the Planning Advisory Committee is to advise the Board on planning, land and related matters that may have an impact on the valuation and realisation of NAMA assets and thereby affect the achievement of NAMA's purpose and functions as set down in sections 10 and 11 of the Act.
The Committee may make recommendations to the Board concerning NAMA's objectives with respect to approved strategies, guidelines and statutory plans, including proposed SDZs and local area plans ('LAPS') and their impact on NAMA assets.
The Planning Advisory Committee is comprised of the following members:
Mr. Michael Wall is an architect and barrister and a former Board member of An Bord Pleanálá.
Ms. Alice Charles has considerable planning experience and is a member of the Royal Town Planning Institute and the Irish Planning Institute.
The Committee met on six occasions during 2013. John Corrigan was appointed to the Committee on the 13th June 2013.
The principal activities of the Committee in 2013 were as follows:
Over the course of 2013, the Committee's focus was on areas where NAMA has assets located close to key areas with future development potential including the Dublin Docklands SDZ and the Cherrywood SDZ. The Committee advised on submissions issued by NAMA, with the key messages; ensuring appropriate densities, sufficient infrastructure and a sensible balance of asset types. It is hoped that this contribution will assist in formulating coherent plans and result in achieving tangible economic and social benefits in those areas and improve NAMA's ability to recoup its outlay.
The Committee has continued to advise on the Agency's engagement with State Bodies and is committed to aligning their needs with NAMA-secured properties. NAMA has worked with the Housing and Sustainable Communities Agency, Local Authorities and Voluntary Housing Agencies to provide residential units for social and affordable purposes. Following the establishment of an SPV to expedite this process, the Committee has had oversight of the development of a long-term leasing model which will assist in the provision of units. Over the course of 2013 almost 600 units have been contracted either through sales or long-term leasing.
Other consultations have been ongoing with various state bodies, to align their requirements with those of the Agency – the Committee continues to appraise and advise on such matters.
The Agency's participation in the National Coordination Committee tasked with ensuring a solution to problematic unfinished estates has continued. The Committee has overseen significant improvements made to those affected assets relating to NAMA's book over the course of 2013. A principal concern is addressing health and safety issues, and this matter has largely been addressed over the course of 2013. Consequently NAMA's exposure to these developments has been reduced by 20%. Progress on sites with outstanding problems will continue to be reviewed.
Under the guidance of the Committee, a business plan was agreed upon with the DECLG relating to the National Planning Information system. The implementation of the plan will provide scope for future enhancements to the system and ensure it is adequately maintained. A bespoke version of the tool now in operation has been developed incorporating NAMA specific data. Numerous improvements have been progressed which will enhance the system and aid the efficiency of decision making. The Committee has also been giving consideration to the impact of the suggested vacant land levy and has provided feedback on the proposal.
In carrying out its functions, the Committee is greatly assisted by the knowledge and support of NAMA's Planning and Development Unit.
Willie Soffe
Chairman