Governance - Irish Banking Culture Board

One of the most important tasks at establishment, was the composition of the IBCB Board. The Board has been developed very specifically to ensure:

the Board is Chaired by an independent party, with no prior involvement or experience in banking or financial services;
the position of Deputy Chair is held by a respected Corporate Governance professional;
the corporate governance structure put in place ensures and demonstrates independence, and;
key stakeholder groups are represented.

The role of Chairman of the IBCB Board was publicly advertised and the selection process was run by a panel entirely independent of the Irish banking sector. This process resulted in the appointment of Mr. Justice John Hedigan to the role of IBCB Chair. Following a robust, open recruitment competition run by Odgers Berndtson, Marion Kelly was formally appointed to the role of CEO in March 2020. Marion had previously been acting CEO, seeing the company through the important tasks of set-up and establishment.

The IBCB Board is comprised of thirteen Directors in total, with the majority being non-bank. In addition to the Chair and CEO, there are seven Directors drawn from across Irish society. Three Directors represent the interests of Consumers, two others represent other bank customers – most notably SMEs and Farmers. There is a Director drawn from the Financial Services Union, acting as a voice for staff and a Director who is a respected academic with expertise in corporate governance and culture. In addition to these seven Directors, each of the member banks of the IBCB are represented on the Board by Senior Executives from each respective institution, all of whom report to the CEO. The diverse representation on the Board ensures diversity of thought and perspective.

The Articles of Association for the Company explicitly require that, for a Board meeting to proceed, there must always be more non-Bank Directors present than Bank Directors. The preferred method of decision making for the Board is by consensus agreement. However, should the Chairman call upon Directors to vote on any issue, decisions will be made by simple majority. In the event of a split decision, the Chairman shall exercise a casting vote to determine the outcome.

The Board are supported in the execution of their duties by two sub-committees, namely: Board Audit Committee and Board Remuneration Committee.

Board Audit Committee: is chaired by Blanaid Clarke, who is joined on the Committee by Philip O’Leary and Jim O’Keeffe.

Board Remuneration Committee: is chaired by Ger Mitchell, who is joined on the Committee by Sue O’Neill and Mr. Justice John Hedigan.

Our Financial Year End is 31st March. Our independent auditors are BDO Ireland.