Approval of Minutes EirGrid plc Board Papers December 2015 APPROVAL OF MINUTES MEETING OF THE BOARD OF DIRECTORS OF EIRGRID plc (No.179) Place: in the Boardroom, The Oval, 160 Shelbourne Road, Ballsbridge, Dublin 4, D04 FW28. Present: Mr John O Connor (Chairperson) Mr Liam O Halloran Mr Fintan Slye Dr Joan Smyth Mr Richard Sterling Ms Doireann Barry Ms Bride Rosney Dr Gary Healy Mr Gerry Walsh Mr Michael Hand Date: 18 th November 2015 Time: 09.30 a.m. 1. 00 p.m. In Attendance: Ms Niamh Cahill, Company Secretary Mr Aidan Skelly, Finance Director, items 4, 5, 6 and 12 Mr Robin McCormick, items 10 and 11 Mr Alan Thomson, item 13 Mr Rodney Doyle, items 7 Mr Simon Grimes, item 7 Mr Bill Thompson, item 4 Mr Michael Behan, item 5 Mr Jon O Sullivan, items 10 and 11 3
Prior to the Board meeting, the Board received a one hour briefing by PwC on the Companies Act 2014. Slides from the briefing are to be uploaded to Diligent Resource Centre. 1. Declaration of Directors Interests None 2. (a) Approval of Minutes of Meeting 21 st October 2015 Decision:- Approved subject to comments from Board members. (b) Issues arising from Previous Board Meetings Decision:- Noted. 3. CE Report The Board discussed the CE Report which contained a summary of the key issues arising in the previous month. The CE provided a verbal update on the following key issues:- The new EirGrid plc [Group] website went live. Overall it is considered much easier to access information on the website from mobile devices. A meeting was held last week with the National Advisory Council (N.A.C.) and the new Chairperson Seamus Boland from Irish Rural Link was in attendance. CE was before the Oireachtas Committee in relation to the recent decision to opt for the regional solution on Grid Link. The Board noted that all work has now stopped on Grid Link and a paper will be submitted to the Grid Infrastructure Projects Committee seeking approval to proceed with the programming of the regional solution. Most of the discussion related to the North South Interconnector Project. Grid West project continues to be placed on hold pending a decision by Bord na Mona and ESB on their proposed next steps on the Oweninny Wind Farm project. There is a meeting scheduled in the coming weeks with Bord na Mona and, post that meeting it should become clearer what their plans are which will inform the next steps for the Grid West project. 4
There were various visitors to the National Control Centre over the past months:- o Ben Wallace, Parliamentary Under Secretary of State for Northern Ireland, his visit coordinated by the British Embassy; o Klaus-Dieter Borchardt, Director, Internal Energy Markets, DG Energy; o Dave Danielson Assistant Secretary US Department of Energy, his visit coordinated by UCD; The Board discussed the increasing number of Data Centres. The Board noted the challenges associated with responding to international companies commercial demands against a backdrop of a highly regulated energy environment. The Board requested a briefing on what investors are looking for in (i) Ireland from the Industrial Development Authority Ireland; 4. Price Reviews (P) Aidan Skelly and Bill Thompson gave an update of the status of the Price Reviews in Ireland and Northern Ireland and noted that since the last Board meeting there had been no material change to report. There is ongoing engagement with the CER and their final decision is expected to be finalised in 2015. 5. Review of Preliminary 2015 Annual Results Aidan Skelly and Michael Behan presented the preliminary financial results for the year ending September 2015 which are still subject to final adjustment and external audit clearance. 5
6. Approval of Updated Group Treasury Policy The Board noted that the amendments that had been requested at the October Board meeting had been made to the Group Treasury Policy. Decision:- Approved 7. Approval of I-SEM Balancing Market Systems Contract Rodney Doyle and Simon Grimes explained the context of this approval which was seeking to enter into a contract of for the provision of a new IT balancing system for the I-SEM Market. Further, it was noted that since the paper had been written, ABB has since emerged as the successful tenderer post the tender award evaluation. Decision:- Approved 8. Ratification of Sealed Documents The Board approved the ratification of the affixing of the Company Seal to a number of Deeds. Decision:- Ratified. 9. Report on EirGrid Board Review The Board discussed this Report on the Board s own performance and gave the Chairperson a number of comments. The Chairperson undertook to amend the Report to incorporate the comments of the Board and send it to the Minister and NewEra in line with requirements. Decision:- Approved subject to incorporating comments from Board members. 6
10. Strategic Objective: World Leading in Smart Grids and RES Integration (P) Robin McCormick and Jon O Sullivan gave the Board an update on progress achieved to-date with this key strategic objective. The Board welcomed the recent Good Practice of the Year award sponsored by Renewables Grid Initiative based in Berlin in relation to the DS3 Programme. The Board noted and welcomed the key ongoing developments on voltage uprates, residential demand side management and the tower routers. 11. Operation of the Innovation Board (P) The Board received an update from Robin McCormick on the Innovation Board. The Board welcomed the formation of this Board and acknowledged that it sends a clear message to staff that the Group is always looking at ways it can innovate and improve business processes which will be of significant benefit to the Company and ultimately the electricity customer. 12. Dividend Consideration (P) Aidan Skelly reminded the Board of the three year framework agreement in respect of the payment of Dividends with NewEra and DCENR which the Board had agreed to put in place in November 2014. Decision:- Noted and agreed in line with the three year framework agreement agreed with NewEra and DCENR. 13. Review of Risk Register The Board had a comprehensive discussion on the Report from its Risk Workshops held in September and October 2015. Feedback was provided to HIAC on the presentation of the top five risks. 7
Alan Thomson will provide for the next Board meeting details around the mitigations and controls that need to be put in place in respect of the top five risks identified. Decision:- Noted 14. Formal Correspondence to and/or from EirGrid plc Letter from the Chairperson to the Chairperson of the Independent Expert Panel on the 23 rd October 2015. Decision:- Noted 15. Any Other Business a) Annual Report of Committees of the Board The Chairperson requested the Audit Committee to consider if they wish to adopt the new annual reporting requirements of the Audit Committee which was referred to in the earlier draft Code of Practice for the Governance of State Bodies seen by the Board. b) Date for January Board Meeting It was agreed to reschedule the January Board meeting to Thursday 28 th January at 9.00 am. c) Board off-site February 2016 (P) The Board discussed the proposal for the Board off-site meeting in February 2016 in Brussels and agreed that it would be a one day visit on the 17 th February to include the Board meeting. 8
d) Potential Strategy Board Day Date The Board agreed to hold its strategy session from 2.00 5.00 pm (plus dinner) on the 28 th January and from 9.00 12 noon on the 29 th January 2016. The Board members are invited to submit to the CE any particular topics they would like to see covered within two weeks of this Board meeting if possible. e) FOI Update CE provided an update on the number and type of FoI requests received to-date. f) Items for future Board Meetings The Board agreed that the North South Interconnector Project will be a standing item on all Board agendas. The next Board Meeting of EirGrid is scheduled to take place on Wednesday 16 th December 2015 at 9.00am in the Boardroom, The Oval, 160 Shelbourne Road, Dublin 4. Immediately after the Board meeting, it is agreed that the Board will do a meet and greet with staff between 1.00 1.45 pm. There being no further business the meeting closed. John O Connor Chairperson 9