Appointment to External Member of NAMA Audit Committee

The Department of Finance invites expressions of interest from suitably qualified individuals to be appointed as an external member to the National Asset Management Agency (NAMA) Audit Committee for an initial period of four years.

Expressions of interest, including a short CV providing details of relevant experience, are to be emailed to NAMAAuditCommittee@finance.gov.ie by 3pm on 07 February 2022.

The process will involve an initial shortlisting exercise, shortlisted candidates will then be invited to formal discussions with an assessment panel.

NAMA Background

The National Asset Management Agency (NAMA) was established in 2009 as one of the initiatives taken by the Government to address the crisis in the Irish banking sector. NAMA is expected to wind down over the coming years, with an aim to finalise by end of 2025 at the latest.

NAMA is an unusual corporate entity in that it began its life with a very large balance sheet of almost €32 billion. NAMA has been given the task of managing that balance sheet down to zero as soon as it is commercially practicable. NAMA is well on its way to completing its work on the legacy book of loans which it originally acquired in 2009/2010. NAMA is now actively involved in fulfilling mandates around residential house building and the completion of development sites in Dublin’s Dockland area. Since its inception, NAMA has advanced substantial development funding for Irish projects and expects to approve substantial additional funding, on a commercial basis, for new Irish projects over the next few years.

NAMA Audit Committee

The NAMA Audit Committee assists the NAMA Board in fulfilling its oversight responsibilities with respect to NAMA by making recommendations following performance of the below functions:

• Oversee the financial reporting process;
• Review the NAMA Executive Team’s system of internal control;
• Review the internal and external audit process, and ensure the independence and integrity of external and internal auditors;
• Review the NAMA Executive Team’s process for monitoring the compliance of NAMA’s loan service providers with their contractual obligations to NAMA;
• Review the processes, procedures and practices for ensuring compliance with all relevant legal, regulatory and taxation requirements as they affect NAMA;
• Review of procedures for the Reporting of ‘Relevant Wrongdoing’ and ‘Protected Disclosures’;
• Review compliance with procurement and disposal procedures.

The Audit Committee will maintain an effective working relationship with the Board, the NAMA CEO, the NAMA CFO and NAMA’s internal and external auditors.

The National Asset Management Agency Act 2009 (NAMA Act) specifies there shall be two external members of the Audit Committee of the Board of NAMA appointed by the Minister for Finance ‘from among qualified persons’. The NAMA Board is responsible for appointing the other four members from among the members of the Board.

The Audit Committee currently comprises four non-executive Board members and one external member.

Role Requirements

The Minister for Finance invites applications from applicants who consider they possess the skills and experience necessary to join the Audit Committee of NAMA. Candidates must demonstrate in their application evidence of:

• Previous Audit Committee experience
• Expertise and experience in Audit
• Financial expertise and Risk Management experience would be favourable

Terms and Conditions of Appointment

The appointment is initially for a term of four years from the date of appointment.

Fees for external members of the Audit Committee have been set at €1,000 per meeting subject to a maximum of €10,000 per annum.

Confidentiality

Subject to the provisions of the Freedom of Information Acts, 2014, applications will be treated in strict confidence. All enquires, applications and all aspects of the proceedings are treated as strictly confidential and are not disclosed to anyone, outside those directly involved in that aspect of the process.

Certain items of information, not specific to any individual, are extracted from computer records for general statistical purposes.

Obligations of Members of NAMA Committees

The nature of NAMA's activities may result in Committee members becoming privy to confidential or commercially sensitive information either from documents or through verbal communication. There are specific legislative provisions prohibiting Committee members from disclosing information obtained while a member of the NAMA Committee without proper consent.

A member of the NAMA Audit Committee is bound by obligations of confidentiality commensurate with the obligations imposed by Section 202 of the NAMA Act, the Official Secrets Act (1963), Data Protection Law, and the Criminal Justice (Corruption Offences) Act (2018). All these confidentiality obligations apply into perpetuity.

Candidates are advised to review Chapter 2 (Sections 18 through 36) of the NAMA Act 2009.

Candidates’ attention is drawn to the provisions of the Code of Practice for the Governance of State Bodies 2016, and, in particular, in relation to Audit and Risk Committee guidance.

Disclosure of Interests

• Potential candidates should be aware that members of the NAMA committees established under Sections 32 or 33 are “designated directors” for the purpose of the Ethics in Public Office Act 1995 as amended by the Standards in Public Office Act 2001 (Ethics Acts). Section 17 of the Ethics in Public Office Act 1995 imposes two distinct obligations on holders of designated directorships:

i. to provide an annual statement of interests; and

ii. to provide a statement of material interests in matters that may arise from time to time (ongoing obligation).

• Under Section 30 of the NAMA Act, Committee members are obliged to disclose a pecuniary interest or other beneficial interest in, and material to, any matter which falls to be considered by the Committee.
• Under Section 31 of the NAMA Act, each Committee member is required to give notice to NAMA by 31 January each year of all of his or her registrable interests (within the meaning of the Ethics in Public Office Act 1995) and NAMA is required to maintain a register of such registrable interests so notified.
• Committee members need to be aware of the following key requirements:

i. On appointment as a Committee member and annually thereafter, provide a statement of interests as prescribed in the Code of Practice for the Governance of State Bodies;

ii. Provision of an annual statement of interests by Board/Committee members to the Standards in Public Office Commission and the Chairperson of the Board;

iii. Ongoing obligation to disclose material interests to fellow Committee members in respect of any matter that falls to be considered by the Committee.

Potential candidates should be aware that there may be other confidentiality and compliance related obligations that candidates will be made aware of if successful with their application.

Inside Information and Market Abuse Legislation

Potential candidates should be aware that it is a criminal offence for a person who is in possession of “inside information” to (i) engage or attempt to engage in insider dealing; (ii) recommend to another person or induce another person to engage in insider dealing or (iii) unlawfully disclose inside information.

The regulatory framework on market abuse, and measures to prevent market abuse, have been established by the EU Market Abuse Regulation (2014/596) (“MAR”) and the Criminal Sanctions for Market Abuse Directive (2014/57/EU) (“CSMAD”). CSMAD has been implemented in Ireland by the Companies Act 2014 and the European Union (Market Abuse) Regulations 2016.

There is a Personal Account (PA) Transaction Policy for NAMA Committee members which contains rules and procedures aimed at protecting them from contravening the Market Abuse Regulations in respect of any inside information that comes into their possession in the course of performing their duties on behalf of NAMA. The PA Transaction Policy is also intended to assist Committee members in adhering to high ethical standards in relation to personal account transactions and to preserve the

good reputation of NAMA.

On a general basis, Committee members should not engage in personal account dealing, which might in any way endanger or adversely affect the business or the reputation of NAMA or which might conflict with or interfere with the performance of their duties on behalf of NAMA.

Post-retirement/resignation employment, appointments, or consultancy by former members of the Board Committees of NAMA

Potential candidates should be aware that the policy of NAMA is that notwithstanding members’ obligations with respect to confidential information under Section 202 of the NAMA Act 2009, appointed external members of NAMA Committees should not, within three months of retiring/resigning from the Committee of NAMA :

• accept an offer of employment or other appointment,
• accept an engagement in a particular consultancy project,
• accept a directorship or other similar opportunity,

in each case above from an obligor to NAMA or any other party, where the nature and terms of such employment, appointment or engagement could reasonably be considered to lead to a conflict of interest or the perception of such, without first obtaining approval from the Board of NAMA - subject to this approval not being unreasonably withheld.

Data Protection

The Data Protection Act 2018 provides that the processing of personal data shall be lawful where such processing is necessary for the performance of a statutory function of a controller. By submitting your personal data (including your name, address, contact details and details of your education and work history), you acknowledge that such data may be used and disclosed to relevant parties.

The processing of personal data necessary for the purpose of this competition is lawful as provided for under Article 6(1) (e) of the General Data Protection Regulation and Section 71 (2) (a) of the Data Protection Act 2018.