Corporate governance

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

Gas Networks Ireland was formerly a 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 took place on 1 May 2024 pursuant to the Gas (Amendment) Act 2024, such that all functions, assets and liabilities of Ervia on that date transferred to Gas Networks Ireland and Ervia was dissolved.

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 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 Committees

The Board of Gas Networks Ireland has an effective committee structure to carry out its responsibilities. The Board has four committees, each of which has formal terms of reference, as follows:

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.

A list of Ervia board decisions is also available.

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.

Legislation we must comply with

  • Gas Act 1976
  • Gas (Amendment) Act 1987
  • Energy (Miscellaneous Provisions) Act 1995
  • Electricity Regulation Act 1999
  • Gas (Amendment) Act 2000
  • Gas (Interim) (Regulation) Act 2002
  • Energy (Miscellaneous Provisions) Act 2006
  • Energy (Miscellaneous Provisions) Act 2012
  • Gas Regulation Act 2013
  • Energy Act 2016
  • Gas (Amendment) Act 1987 (Section 2) Order 1987 (S.I. No. 283/1987)

  • Ethics in Public Office Act 1995
  • Borrowing Powers of Certain Bodies Act 1996
  • Standards in Public Office Act 2001
  • Companies Act 2014
  • Freedom of Information Act 2014
  • Protected Disclosures Act 2014
  • Climate Action and Low Carbon Development Act 2015
  • Regulation of Lobbying Act 2015
  • Data Protection Acts 1988 to 2018
  • Protected Disclosures (Amendment) Act 2022

  • Regulation (EC) No 715/2009 of the European Parliament and of the Council of 13 July 2009on Conditions for Access to the Natural Gas Transmission Networks and Repealing Regulation(EC) No 1775/2005
  • Directive 2009/73/EC of the European Parliament and of the Council of 13 July 2009concerning Common Rules for the Internal Market in Natural Gas and repealing Directive2003/55/EC, as amended by Directive (EU) 2019/692 of the European Parliament and of theCouncil of 17 April 2019
  • Regulation (EU) No 994/2010 of the European Parliament and of the Council of 20 October2010 Concerning Measures to Safeguard Security of Gas Supply and repealing Council Directive 2004/67/EC
  • Directive 2011/92/EU of the European Parliament and of the Council of 13 December 2011 onthe Assessment of the Effects of Certain Public and Private Projects on the Environment
  • •Directive 2012/27/EU of the European Parliament and of the Council of 25 October 2012 onEnergy Efficiency, amending Directives 2009/125/EC and 2010/30/EU and repealing Directives2004/8/EC and 2006/32/EC
  • Regulation (EU) No 537/2014 on specific requirements regarding statutory audit of public-interest entities

  • Fire Services Act 1981
  • Financial Transactions of Certain Companies and Other Bodies Act 1992
  • Prompt Payment of Accounts Act, 1997
  • Taxes Consolidation Act, 1997
  • Stamp Duties Consolidation Act, 1999
  • Planning and Development Act 2000 (as amended)
  • Sustainable Energy Act 2002
  • Official Languages Act 2003
  • Public Service Management (Recruitment and Appointments) Act 2004
  • Public Service Superannuation (Miscellaneous Provisions) Act 2004
  • Legal Metrology (European Conformity Assessment of Measuring Instruments) Regulations2007
  • Financial Emergency Measures in the Public Interest Act 2009
  • Financial Emergency Measures in the Public Interest (No. 2) Act 2009
  • Financial Emergency Measures in the Public Interest Act 2010
  • Ministers and Secretaries Amendment Act 2011
  • Ombudsman (Amendment) Act 2012
  • Public Service Pensions (Single Scheme and Other Provisions) Act 2012
  • European Union (Security of Natural Gas Supply) Regulations 2013
  • ESB (Electronic Communications Networks) Act 2014
  • EU (Energy Efficiency) Regulations 2014
  • National Treasury Management Agency (Amendment) Act 2014
  • European Communities (Internal Market in Natural Gas and Electricity) (Amendment)Regulations 2015
  • Finance Act 2015
  • UK Modern Slavery Act 2015
  • European Union (Award of Contracts by Utility Undertakings) Regulations 2016
  • European Union (Award of Public Authority Contracts) Regulations 2016
  • European Union (Statutory Audits) Regulations 2016
  • Ervia Severance Gratuity Scheme 2017
  • Mineral Development Act 2017
  • Criminal Justice (Corruption Offences) Act 2018
  • Civil Law and Criminal Law (Miscellaneous Provisions) Act 2020
  • European Union (Internal Market in Natural Gas) Regulations 2020
  • Land Development Agency Act 2021
  • European Union (Renewable Energy) Regulations (2) 2022

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.

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.

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