Corporate governance

Corporate governance deals with the ownership structure and procedures by which Gas Networks Ireland is directed and controlled.

Gas Networks Ireland is the subsidiary of Ervia (formerly Bord Gais Éireann), a statutory corporation established by the Gas Act 1976 (as amended).

The Government decided on 20th October 2020 that, following the separation of Uisce Éireann (formerly Irish Water) from the Ervia Group, Ervia would integrate into Gas Networks Ireland so as to become a single entity.  Uisce Éireann was legally separated from the Ervia Group on 1 January 2023. Ervia Integration is anticipated to take place during 2024, subject to the enactment of the Gas Amendment Bill 2023.

As a Designated Activity Company (limited by shares), Gas Networks Ireland’s objects and powers are set out in its constitution, consisting of a memorandum and articles of association, which can be accessed below:

Gas Networks Ireland is also subject to the provisions of the Gas Acts 1976 to 2009 and associated legislation, and the Code of Practice for the Governance of State Bodies with respect to its corporate governance.

While day to day responsibility for management, operations and financial control is delegated on a defined basis, to the Chief Executive Officer, the Board of Gas Networks Ireland is ultimately accountable for the strategic direction and performance of Gas Networks Ireland.

Gas Networks Ireland is committed at all times to achieving the highest standards of corporate governance and ethical business conduct.

The Board

The Board of Gas Networks Ireland currently consists of eight non-executive members and the Chief Executive Officer, each of whom are appointed by Ervia with the approval of the Minister for Housing, Local Government and Heritage.

The Gas Networks Ireland Executive Team, headed up by Cathal Marley Chief Executive Officer is responsible for the day to day management of Gas Networks Ireland. 

In accordance with the Code of Practice for the Governance of State Bodies 2016, the Board of Gas Networks Ireland has adopted a Terms of Reference which outlines its duties and functions. These Terms of Reference should be read in conjunction with the Gas Act 1976, as amended, and the company’s constitution. 

Board Decisions

Gas Networks Ireland, as a semi-state company, is committed to good governance including a high level of transparency and accountability for itself and its subsidiaries. Gas Networks Ireland strives continuously to improve its transparency, accountability and governance processes to ensure that it is at the forefront of corporate governance practice as a transparent and responsible organisation.

In keeping with this commitment, summaries of decisions approved by the Board of Gas Networks Ireland are published on our website.

Our Leadership Team

The Gas Networks Ireland Executive Team, which is led by Cathal Marley, Chief Executive Officer, implements the strategic direction of Gas Networks Ireland.

The Gas Networks Ireland Executive Team

Legislation We Must Comply With

The Code of Practice for the Governance of State Bodies (“the Code”) sets the governance practices and procedures of a state body. Gas Networks Ireland and its subsidiary companies have designed appropriate measures to comply with the applicable requirements of the Code, which sets out the principles of corporate governance which the Boards of state bodies are required to observe.

The Code can be accessed below.

The Code of Practice for the Governance of State Bodies

Given the complexity and volume of the legislation related to the businesses of Gas Networks Ireland, while every effort is made to ensure this list of legislation we must comply with is a comprehensive and up to date schedule, all legislation may not be included.

You can access the legislation on the Irish Statute Book website.

Corporate Policies

Gas Networks Ireland’s corporate policy documents establish guidelines on accepted business objectives, set the governance framework and control environment and outline operational processes and procedures. They support core processes and provide a framework for planning, action and decision making for management and employees.

Gas Networks Ireland recognises that good corporate governance is pivotal to its success and to this end we continuously review and update our policies and procedures to comply with best practice.

Corporate policies

Regulation of lobbying act

Gas Networks Ireland is required to submit returns three times per year to the Standards in Public Office (SIPO) on “relevant communications” made under the Regulation of Lobbying Act 2015.

2022 - 2023: Completed registers submitted to SIPO
2021 - 2022: Completed registers submitted to SIPO
2020 - 2021: Completed registers submitted to SIPO
2018 - 2019: Completed registers submitted to SIPO
2016 - 2017: Completed registers submitted to SIPO

Protected Disclosures

The mechanisms whereby Gas Networks Ireland’s employees and management may raise concerns, or make disclosures in the public interest, in accordance with the Protected Disclosures Act 2014 (as Amended), is outlined in the Gas Networks Ireland Protected Disclosures Policy, available above under our Corporate Policies.

Section 22 of the Protected Disclosures Act 2014 (as Amended) requires Gas Networks Ireland to publish an Annual Report relating to protected disclosures made under the Act.