The purpose of this report is to provide an insight into the workings of the Audit and Risk Committee over the last 12 months.
Committee Membership
The Committee comprises 4 independent Non-Executive Uisce Éireann Board Members. The members of the Committee are Gerard Britchfield (Chairperson), Cathy Mannion, Eileen Maher and Michael Walsh. The members bring experience and expertise from a range of industries and backgrounds, which is vital in supporting effective governance.
The members of the Committee are appointed by the Uisce Éireann Board in consultation with the Chairperson of the Committee. The Committee is independent from the management of the Company.
Role and Responsibilities of the Committee
The role of the Committee, as set out in the Terms of Reference, is to support the Uisce Éireann Board in relation to its responsibilities for the following matters:
- Financial reporting,
- Risk management,
- Internal Controls,
- Internal audit,
- External audit.
The Committee also undertakes other related activities including oversight of Corporate Sustainability Reporting Obligations, policies and procedures on protected disclosures, anti-fraud and anti-bribery and anti-corruption.
The Chairperson of the Committee reports to the Uisce Éireann Board on the matters addressed at each Committee meeting.
Activities of the Audit and Risk Committee
Throughout 2024, the Committee dedicated significant time to fulfilling its key oversight responsibilities, meeting 8 times during the year. Regular attendees at Committee meetings, at the invitation of the Committee, include the CEO, the Chief Financial Officer, the Chief Legal Officer, the Company Secretary, the Strategy, Resilience and Regulation Director, the Head of Internal Audit, the Head of Financial Control and Planning, the Head of Financial Governance and Compliance, the Head of Organisational Risk and Resilience and representatives from the external auditors. When required, other key executives and senior management are invited to attend to present and provide deeper insight on various topics as are required by the Committee to discharge its duties.
The Committee engaged regularly with senior management, internal audit, risk management and the statutory auditors. Uisce Éireann is subject to a dual audit by both the Comptroller and Auditor General (C&AG) and its commercial statutory auditor under the Companies Acts, Deloitte. The Committee met separately with representatives from both the Office of the C&AG and Deloitte during the year. In addition, in order to discharge its duties effectively, it pursued a full agenda of reviews in its meetings throughout the year.
A summary of the activities undertaken by the Committee in 2024 is outlined below.
Duty |
Activities carried out in 2024 |
Financial reporting |
- Reviewed the Uisce Éireann Annual Report and Financial Statements, before recommending their approval to the Board.
- Considered the appropriateness of accounting estimates and judgements applied in preparing the financial statements including the appropriateness of adopting the going concern basis of preparing the financial statements.
- Reviewed the Uisce Éireann accounting policies and matters impacting financial reporting.
- Reviewed Uisce Éireann unaudited accounts for the six months ended 30 June.
- Carried out an assessment of the effectiveness of the external auditor (Deloitte), including monitoring the compliance with ethical and professional guidance on independence, qualifications, expertise and resourcing.
- Considered the external auditor’s management letter points.
- Considered audit plans from both Deloitte and the C&AG.
- Met with Deloitte and the C&AG, separate from management.
- Reviewed the terms of external audit engagement from Deloitte and the C&AG.
- Recommended to the Board a policy on the employment of former employees of the statutory auditors.
- Reviewed pension scheme funding.
- Approved limits on the award of contracts to the external audit for non-audit work.
- Recommended approval of audit fees.
|
Risk management |
- Considered the quarterly Corporate Risk Register and Resilience Reports and Cyber Risk Updates for Uisce Éireann and discussed risk exposures, including trending and emerging risks, mitigating controls and target risk ratings. Considered a comprehensive program of Deep Dive items throughout the year which focused on key risk exposures for Uisce Éireann.
- Reviewed and recommended to the Board amendments to the Risk Assessment Methodology.
- Evaluated the Risk Appetite for Uisce Éireann, including Risk Classification, in advance of its approval by the Board.
- Reviewed and recommended to the Board the adoption of the Risk Strategy 2025-2029.
- Met with Head of Organisational Risk and Resilience, separate from management.
- Recommended to the Board a multi-supplier framework for the provision of Risk Advisory Services.
- Reviewed and recommended to the Board amendments to the Organisational Risk Management Policy and Organisational Risk Management Framework.
|
Internal controls |
- Considered the quarterly Integrated Assurance Forum reports for Uisce Éireann, including any instances of potential control enhancements.
- Reviewed the Statement on the System of Internal Control and all associated control and governance reports, prior to consideration by the Board.
- Discussed the mid-year and year-end Directors Compliance Matrix, in advance of Board approval.
- Considered interim and year-end Procurement Compliance Reporting.
|
Internal audit |
- Approved the 2024 Internal Audit plan for Uisce Éireann.
- Reviewed the Internal Audit Charter.
- Discussed the findings of the quarterly Internal Audit Reports for Uisce Éireann.
- Considered updates on the implementation progress of Internal Audit recommendations.
- Received reports on confidential issues.
- Recommended to the Board a multi-supplier framework for the provision of Internal Audit Services.
- Met with Head of Internal Audit, separate from management.
- Evaluated the effectiveness of the Internal Audit function.
|
Other matters |
- Considered progress on Uisce Éireann’s preparation for reporting obligations under the Corporate Sustainability Reporting Directive.
- Considered Protected Disclosures Report in advance of issuance to the Department of Public Expenditure, National Development Plan (NDP) Delivery and Reform and publication on the Uisce Éireann website.
- Reviewed the suite of ethics related policies namely the Anti-Fraud Policy, the Anti-Bribery and Anti-Corruption Policy and the Protected Disclosures Policy which form part of the ‘Doing the Right Thing’ campaign and recommended their approval to the Board.
- Conducted review of its own performance, in accordance with the Code of Practice for the Governance of State Bodies. Approved amendments to the Committee Terms of Reference, prior to Board approval.
- Considered the Chairperson’s Report under Section 1.9 of the Business and Financial Reporting appendix of the Code of Practice for the Governance of State Bodies, prior to Board approval and submission to the Minister for Housing, Local Government and Heritage.
|
Conclusion
Looking ahead to 2025, the Committee’s key priorities will include maintaining oversight of the integrity of financial reporting, internal control processes and sustaining a strong culture of risk management across Uisce Éireann. The Committee will continue to support preparations for the reporting obligations under the Corporate Sustainability Reporting Directive.
I would like to thank my fellow Committee Members for their commitment to achieving a full Programme of Work in 2024 and look forward to working with them and the Uisce Éireann team in 2025 as we continue to provide oversight of the governance, financial, audit, internal controls and risk management arrangements in place in Uisce Éireann.
Gerard Britchfield
Audit and Risk Committee Chairperson
