38. Related Party Disclosures
The related parties of the Group comprise the following:
Subsidiaries
Details of the interests held in NAMA’s subsidiaries are given in Note 37.1 and Note 1 to the financial statements.
NTMA
The NTMA provides staff, finance, communication, technology, risk and human resources services to NAMA. The costs incurred by the NTMA are charged to NAMA (the Agency) and the Agency is reimbursed by the Group. Details of the costs charged to the Group are given in Note 10. The NTMA is the counterparty for NAMA’s derivative positions in its management of foreign exchange and interest rate exposure. NAMA is required to post cash collateral with the NTMA under a Collateral Posting Agreement (CPA) to reduce the NTMA’s exposure to NAMA derivatives. NAMA holds Exchequer note investments and Short Term Treasury Bonds that were issued by the NTMA. The bonds held at 31 December 2013 matured on 15 January 2014. At the reporting date, NAMA held €nil (2013: €145m) nominal of the Irish 4% Government bonds. Exchequer notes of €0.7bn (2013: €1.6bn) issued by the NTMA are treated as cash and cash equivalents (see Note 15).
NTMA Defined Benefit Pension Scheme
All staff are employed by the NTMA and the NTMA contributes to the NTMA Defined Benefit Pension Scheme on behalf of these employees. The pension scheme is controlled and managed by independent trustees as appointed by the NTMA. As part of the consideration for the provision of staff, the Group has made a payment of €4.8m (2013: €2.8m), representing the refund of the NTMA’s contribution to the pension scheme in respect of these NAMA Officers.
Minister for Finance
The Minister established NAMA under the NAMA Act 2009. Sections 13 and 14 of the Act grant certain powers to the Minister in relation to NAMA. Section 13 provides that the Minister may issue guidelines to NAMA for the purposes of the Act and, in particular, in relation to the purpose of contributing to the social and economic development of the State. NAMA is required to have regard to any such guidelines in performing its functions. Section 14 provides that the Minister may issue directions to NAMA concerning the achievement of the purposes of the Act and, in particular, in relation to the purpose of contributing to the social and economic development of the State. NAMA is obliged to comply with any such direction.
The effect of these statutory provisions is that the Minister has the ability to exercise significant influence over NAMA.
Participating Institutions
During 2010, a number of legislative measures were enacted that gave the Minister rights and powers over certain financial institutions in respect of various matters of ownership, board composition, acquisition or sale of subsidiaries, business activity, restructuring and banking activity. The Participating Institutions have also agreed to consult with the Minister prior to taking any material action which may have a public interest dimension.
Participating Institutions are credit institutions that have been designated by the Minister, under Section 67 of the Act, as a Participating Institution. The Participating Institutions that have transferred loan assets to NAMA as at the reporting date are Allied Irish Banks, p.l.c (incorporating EBS), and Bank of Ireland.
The Group issued senior and subordinated securities and transferred them to the Participating Institutions in return for loan assets. Transactions with Participating Institutions are disclosed in the financial statements primarily under Note 19, Loans and Receivables, Note 17, Amounts due to and from Participating Institutions and the related Income Statement notes.
The Group has operating accounts with Allied Irish Banks, p.l.c that have a balance of €7.1m (2013: €1.7m) at the reporting date. The average closing daily balance throughout the year was €5.2m (2013: €2.5m).
During the year the Group placed deposits with Allied Irish Banks, p.l.c (incorporating EBS) and Bank of Ireland. The average amount deposited with each bank was €44m (2013: €51m) and €17m (2013: €61m) respectively.
Fees payable to the Participating Institutions with respect to loan servicing costs incurred during the year are as follows:
Participating Institutions | 2014 €’000 |
2013 €’000 |
---|---|---|
Allied Irish Banks, p.l.c | 15,955 | 16,364 |
Bank of Ireland | 5,040 | 5,379 |
IBRC (in liquidation) | 2,483 | 23,427 |
23,478 | 45,170 |
New Ireland Assurance Co p.l.c.
New Ireland Assurance Co p.l.c, a subsidiary of Bank of Ireland holds a 17% share of the share capital of NAMAIL, a subsidiary of NAMA (corresponding to 15 million of the 51 million B shares issued by NAMAIL to private investors). Dividend payments made to private investors are disclosed in Note 36.
IBRC joint Special Liquidators
On 6 February 2013, the Irish Government enacted the Irish Bank Resolution Corporation (IBRC) Act 2013 which provided for the winding up of IBRC. On 7 February 2013, the Minister appointed Kieran Wallace and Eamonn Richardson of KPMG as joint Special Liquidators of IBRC and provided them with a set of instructions to give effect to the orderly winding up of IBRC. Section 13 of the Act provides that the Minister may give directions in writing to NAMA in relation to:
- the acquisition by NAMA of the debt of IBRC to the Central Bank;
- the purchase of assets of IBRC from the joint Special Liquidators; and
- the provision of such credit facilities to the joint Special Liquidators or IBRC.
The joint Special Liquidators provided primary servicer services until NAMA’s appointment of Capita as its primary servicer of the IBRC Participating Institution loan book on 12 August 2013. In response to the Ministers directions, NAMA established a new NAMA group entity, National Asset Resolution Limited (in Voluntary Liquidation) (NARL), which was incorporated on 11 February 2013. On 28 March 2013, NAML issued bonds to the value of €12.928bn as consideration for the acquisition by NARL (in Voluntary Liquidation) of a loan facility deed and floating charge over the assets of IBRC from the Central Bank of Ireland. This was recharged to NARL (in Voluntary Liquidation) by a Profit Participating Loan agreement. All bonds were fully redeemed on 22 October 2014.
Key management personnel
The Agency is controlled by the NAMA Chief Executive Officer and the Board. The Chief Executive Officer of the NTMA is an ex-officio member of the Board. The Chief Executive Officer and Board have the authority and responsibility for planning, directing and controlling the activities of NAMA and its subsidiaries and therefore are key management personnel of NAMA. Fees paid to Board members are disclosed in Note 10. The Group has no employees.
Transactions with Group entities
The following are the amounts owed to and from related parties at the reporting date. All transactions with related parties are carried out on an arm’s length basis.
Loan due to NALML
An interest bearing loan of €52m was advanced from NALML to the Agency in 2011. Interest is earned on this loan at the six month EURIBOR rate. Interest earned on this loan for the year was €0.2m (2013: €0.2m).
Intergroup loan agreements
NAML has entered into a profit participating loan agreement with NAMGSL, and in turn NAMGSL has entered into a further profit participating loan agreement with NALML on similar terms.
During 2013, NAMGSL entered into a profit participating loan agreement with NAJVAL and NAML entered into a profit participating loan agreement with NARL (in Voluntary Liquidation). The profit participating loan agreement between NAML and NARL (in Voluntary Liquidation) was settled during the year on full redemption of the NARL bonds.
NAMAIL has entered into an intergroup loan agreement with NAML. NALML has entered into intergroup loan agreements with NARPSL, NAPML and NASLLC. NAPML has entered into an intergroup loan agreement with NALHL (in Voluntary Liquidation).
Refer to Note 39 for balances outstanding in respect of intergroup loan agreements at the reporting date.
NTMA recharge
The NTMA incurs overhead costs for providing staff, finance, communication, technology risk and human resource services to the Group. These overhead costs are charged to NAMA (the Agency) on an actual cost basis. The total of these costs for the year was €53.9m (2013: €40.8m). Further details in respect of these costs are disclosed in Note 10.1.