Governance and Framework
The Code of Practice for the Governance of State Bodies, issued by the Department of Finance, sets out the principles of corporate governance that apply to the Company and the Directors support the principles and provisions of the code.
ABOUT THE BOARD
During the financial year 2024, the Board consisted of a non-executive Chair, five non-executive Directors, one executive Director and one worker representative Director.
The Chair and the non-executive Directors are independent of the Company. All the Directors are appointed to the Board by the Minister for Agriculture, Food, Fisheries and the Marine for a period not to exceed five financial years (unless reappointed by the Minister) and their terms of office are set out in writing. The level of remuneration for the Board of Directors is also determined by the Minister and remuneration of non-executive Directors is not linked to performance.
The Board meets formally on a regular basis. It met on nine occasions in 2024. It has a schedule of matters specifically reserved to it for decision and is satisfied that the direction and control of the Group is firmly in its hands. The Group’s annual budget and rolling five-year financial plan are reviewed and approved by the Board. The Board receives the latest management accounts in advance of each meeting, with detailed comparison of actual to budget included in these accounts.
Board papers are circulated electronically to the Directors sufficiently in advance of each meeting to allow adequate time for review and consideration prior to Board and Committee meetings. Significant contracts, expenditure not in the normal course of business, major investments and capital expenditure are also subject to approval by the Board.
Each non-executive Director brings independent judgement to bear on all matters dealt with by the Board including those relating to strategy, performance, resources and standards of conduct. All members of the Board have access to the Company Secretary and the Group’s and Company’s professional advisors as required. This ensures that Board procedures are followed and that applicable rules and regulations are complied with. Each Director received appropriate briefing on being appointed to the Board.
AUDIT AND RISK COMMITTEE
Members: Gerry Gray (Chair), Gerard Murphy, Eleanor O’Neill, Kevin McCarthy and Tommy Doherty (independent member). Mr Tommy Doherty was appointed as an independent member to the Audit and Risk Committee in September 2022.
The Audit and Risk Committee comprises non-executive Directors, the worker representative Director and the independent member and operates under formal terms of reference. It met on four occasions in 2024.
The role of the Audit and Risk Committee is to support the Board in relation to its responsibilities for issues of risk, control and governance and associated assurance.
The Audit and Risk Committee is independent from the financial management of the organisation. In particular the Audit and Risk Committee ensures that the internal control systems, including internal audit activities, are monitored actively and independently. The Audit and Risk Committee reports formally to the Board after each meeting. The Committee may review any matters relating to the financial affairs of the Group, in particular, the annual financial statements, the financial control framework, the Assurance and Compliance function (including internal audit), reports of the external and internal auditors and proposed changes to accounting policies. The Chief Executive, Chief Financial Officer, the Assurance and Compliance Director and other senior managers are normally invited to attend these meetings as appropriate.
The Committee oversees the selection process for the appointment of the external auditors (which includes agreeing fees) and makes a recommendation to the Board in this regard. The Audit and Risk Committee meets with the external auditors to plan and subsequently review the results of the annual audit. The external auditors also meet privately with the Committee. The Assurance and Compliance Director reports directly to the Committee and the Committee is responsible for approval of the internal audit plan. The Assurance and Compliance Director also meets privately with the Committee.
A framework to formally identify risk and assess the effectiveness of internal controls has been established. Assurance and Compliance function monitors the Group’s control systems by examining financial reports, by testing the accuracy of the reporting of transactions and by otherwise obtaining assurances that the systems are operating in accordance with the Group’s objectives. Management’s response to significant risks identified and their reporting procedures are also evaluated.
REMUNERATION COMMITTEE
The role of the Remuneration Committee is to advise the Board with regard to policy on executive remuneration in the Group and to give guidance and advice to the Chief Executive regarding the implementation of the Board’s policy as applied to the senior management.
The members of the Committee during 2024 were Eleanor O’Neill (Chair), Patrick Eamon King, Deirdre-Ann Barr and Vivienne Jupp (appointed 27 June 2024). It met on seven occasions in 2024.
INVESTMENT COMMITTEE
The role of the Investment Committee is to advise the Board with regard to the status of existing strategic projects across the Group against project milestones, to recommend and advise on new projects of scale and to review the risk assessment of each Strategic Project.
The members of the Committee during 2024 were Patrick Eamon King (Chair), Gerry Gray, Gerard Murphy and Deirdre-Ann Barr. It met on six occasions in 2024.
INTERNAL CONTROL
On behalf of Coillte CGA, the Board acknowledges its responsibility for ensuring that an effective system of internal control is maintained along with having overall responsibility for risk management. The Board ensures that the Group’s risk exposure remains proportional to the pursuit of its strategic objectives and to its longer-term goal of creating shareholder value. This responsibility takes account of the requirements of the Code of Practice for the Governance of State Bodies (2016).
Management is responsible for the identification and evaluation of significant risks applicable to their areas of business, together with the implementation of suitable internal controls. These risks are assessed on a continuous basis and may arise because of control failures, disruption to IT systems, legal and regulatory issues, market conditions and natural catastrophes. Management also reports to the Board on major changes in the business and external environment which affect risk. Where areas of improvement in the system are identified, the Board considers the recommendations of management and the Audit and Risk Committee.
The system of internal control is designed to manage risk to a tolerable level rather than to eliminate it. The system can therefore provide only reasonable and not absolute assurance that assets are safeguarded, transactions authorised and properly recorded, and that material errors or irregularities are either prevented or detected in a timely way.
The system of internal control, which accords with guidance contained in the Code of Practice for the Governance of State Bodies, has been in place in Coillte CGA for the year ended 31 December 2024 and up to the date of approval of the financial statements.
The Audit and Risk Committee reviews the risk register as a standing meeting agenda item. This provides a challenge to Executive management on how risks are being mitigated and sets the tone from Board to management on risk management matters.
Coillte CGA has an Audit and Risk Committee (ARC) comprising of four non-executive Directors (one of whom is the Chair, one of whom is a worker representative Director) and one external member with relevant expertise. Coillte CGA has also established an assurance and compliance function which is adequately resourced and conducts a programme of work agreed with the Audit and Risk Committee. The Audit and Risk Committee operates under terms of reference which clearly outline its responsibilities with regard to internal controls and risk management systems.
As part of running a successful and growing business, Coillte recognises that managing risk and opportunity can help in achieving its objectives, likewise failure to manage risk may prevent us from achieving our objectives. An effective risk management framework supports the business in the identification, evaluation and management of these risks and opportunities. We have developed our risk management framework to be integrated into the day-to-day activities and values of the business, structured to ensure risk management is consistent and comparable across the Group and is dynamic to account for risk and opportunity development in a timely manner. We also recognise that our risk profile is constantly evolving and therefore we regularly review our risk management framework, seeking input from our stakeholders.
Coillte’s approach to risk management combines a top-down strategic assessment of risk and risk appetite, which takes account of the external business environment and any changes to the business model, along with a bottomup identification and reporting process arising from a review and assessment of the business unit risk registers. Coillte has adopted a risk management framework based on the principles of the “three lines of defence”.
The Board confirms that Coillte CGA has put in place appropriate procedures to monitor the effectiveness of its risk management and control procedures.
CORPORATE POLICIES
Coillte Group Code of Business Conduct
ACCOUNTING RECORDS
The Directors believe that they have complied with the requirements of Sections 281 to 285 of the Companies Act 2014 with regard to adequate accounting records by employing accounting personnel with appropriate expertise and by providing adequate resources to the financial function. The accounting records are kept at the Group’s head office at Dublin Road, Newtownmountkennedy, Co. Wicklow.
RESEARCH AND DEVELOPMENT
The Group is involved in research and development activities and during the financial year, the Group continued its research and development programme in relation to its forestry activities and in expanding the application of its MEDITE SMARTPLY products, expensing costs of €642,000 in 2024 (2023: €524,000).
PROMPT PAYMENTS REGULATION
The Directors acknowledge their responsibility for ensuring compliance, in all material respects, with the provisions of the Prompt Payment of Accounts Act, 1997 as amended by the European Communities (Late Payment in Commercial Transactions) Regulations 2012 – 2016 (‘the Regulations’). Procedures have been implemented to identify the dates upon which invoices fall due for payment and for payments to be made by such dates.
Accordingly, the Directors are satisfied that the Company has complied with the requirements of the Regulations
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE UNDERTAKINGS
A list of subsidiary, joint venture and associate undertakings as at 31 December 2024 is set out in note 19 of Coillte’s Annual Report 2024.
POLITICAL DONATIONS
There were no political contributions which require disclosure under the Electoral Act, 1997.
REPORT UNDER SECTION 22 OF THE PROTECTED DISCLOSURES ACT 2014
The Group has implemented a Protected Disclosures Policy in accordance with the requirements of the Protected Disclosures Act 2014. Section 22 of the Protected Disclosures Act 2014 requires the Group to publish an Annual report relating to protected disclosures made under the Protected Disclosures Act 2014. In accordance with this requirement, the Directors confirm that no protected disclosures were made during the financial year ending 31 December 2024.
EVENTS SINCE THE END OF THE FINANCIAL YEAR
There have been no events between the balance sheet date and the date on which the financial statements were approved by the Board, which would require adjustment to the financial statements.
A major storm in January 2025 (Storm Éowyn) caused significant damage to the Group’s forest estate. A review of the impact of this event on the estate including the carrying value of biological assets is ongoing and will be completed during 2025. This event did not require an adjustment to the financial statements as at 31 December 2024.
AUDITORS
The Auditor, KPMG, have indicated their willingness to continue in office.