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IDA Annual Report 2009

CORPORATE GOVERNANCE _

The Board operates to best practice corporate governance principles and in line with the guidelines set out in the 'Code of Practice for the Governance of State bodies' as issued by the Department of Finance, both in its own activities and in its use of committees.

It is responsible for setting the broad policies of the organisation and for overseeing its operation. It performs these functions directly and through the operation of focused Board Committees. Responsibility for the implementation of policy rests with executive management.

The Board has statutory authority to approve grant aid up to the levels set out in the Industrial Development Acts and to recommend grant aid above these specified levels to Government.

In accordance with the Ethics in Public Office Acts, 1995 and 2001, IDA Ireland Board Members furnish a Statement of Interests to the Secretary and to the Standards in Public Office Commission.

In accordance with the 'Code of Practice for the Governance of State bodies', IDA fully complies with Government policy on the pay of Chief Executives and State body employees and with Government guidelines on the payment of fees to Board Members.

As a result of the joint marketing programs and initiatives undertaken by IDA Ireland and its sister agencies, Ireland is rapidly gaining a reputation as a keen competitor for global Research and Innovation from both multinationals and world-leading research institutes.

Board 2008

John Dunne

Chairman, IDA Ireland
Board Member, Irish Financial Services Regulatory Authority
Board Member, Central Bank and Financial Services Authority of Ireland

Lionel Alexander

Vice President and Managing Director,
Hewlett Packard (Manufacturing) Ltd.

Loretta Brennan Glucksman

Chairman, American Ireland Fund

Bernard Collins

Chairman, VHI Healthcare
Director of a number of medical device companies
Former VP of International Operations and Director of International Board, Boston Scientific Group

Suzanne King

Manager, FEXCO Global Contact Centre, Cahirciveen, Co. Kerry

Thomas Lynch

Chairman and Chief Executive Officer, Amarin Corporation plc
Director, ICON plc

Paul Mackay

Chartered Accountant

Barry O'Leary


Chief Executive, IDA Ireland
Board Member, Forfás

Gerard O'Mahoney

Corporate Finance Partner and Partner in Charge of Regional Offices, Deloitte & Touche

Nial Ring

Director, Great Western Mining Corporation plc

Professor Terri Scott

President, Institute of Technology, Sligo

Brian Whitney

Assistant Secretary, Department of Enterprise, Trade and Employment

Martin Burbridge

Secretary

Lionel Alexander was appointed to the Board on 19 March 2008.
Nial Ring and Brian Whitney retired at the end of 2008,
in line with the normal process of rotational retirement.
Brian Whitney was re-appointed to the Board on 3 March 2009.
Henry McGarvey was appointed to the Board on 26 March 2009.

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Committees of the Board 2008

Audit and Finance Committee

Assists and supports the Board in discharging its legal and accounting responsibilities; communicates with external auditors and evaluates and controls the internal audit function; reviews financial planning, the system of internal financial control, the corporate risk register and monitors budgeting and banking arrangements.

Members
Loretta Brennan Glucksman (Chair)
John Dunne
Suzanne King
Gerard O'Mahoney
Brian Whitney

Management Development and Remuneration Committee

Responsible for reviewing the performance of the senior management team and planning for management development and succession. The Committee also reviews remuneration of senior management in the context of Government guidelines.

Members
John Dunne (Chair)
Loretta Brennan Glucksman
Bernard Collins
Thomas Lynch
Paul Mackay
Barry O'Leary

Investment Committee

Reviews proposals for grant assistance and, under powers delegated by the Board, approves grants up to a maximum of €1.5 million.

Members
Nial Ring (Chair)
Suzanne King
Barry O'Leary
Brian Whitney

Property Committee

Reviews policy with regard to the financing, provision, maintenance and disposal of property, approves procedures with regard to tendering and awarding of contracts and approves expenditure/sales of up to €5 million.

Members
Thomas Lynch (Chair)
Bernard Collins
Paul Mackay
Barry O'Leary
Professor Terri Scott

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Corporate Governance

IDA Ireland is an autonomous statutory Agency set up under the Industrial Development Acts 1986 – 2009. The Agency operates in accordance with the provisions of the Acts and under the aegis of the Minister for Enterprise, Trade and Employment, who is empowered to provide funds to discharge its obligations and issue general policy directives/seek information on the Agency's activities.

While the primary source of corporate governance for IDA Ireland is the Industrial Development Acts, the Agency is also required to comply with a range of other statutory (National and EU) and administrative requirements. IDA Ireland affirms that it met its obligations in regard to all of these requirements. In particular, it has the following procedures in place to ensure compliance with specific requirements:

1. General Administrative and Policy Requirements

At national level, IDA Ireland works closely with officials of the Department of Enterprise, Trade and Employment and officials of other Government Departments and State Agencies, in advancing its Objectives and ensuring compliance with statutory, administrative and Ministerial/Government requirements. At local level, the Agency works closely with Local Authorities, Educational Establishments, other State Agencies and a wide range of Local Organisations/Public Representatives to develop the local environment necessary for attracting new investment. IDA Ireland is continuing to implement a policy directive issued by the Minister for Enterprise, Trade and Employment on 18th December 2006 and which reads as follows:

In December 2005 the European Commission adopted the new Regional Aid Guidelines for the period 2007-2013. A Block Exemption Regulation for regional aid, enabling regional aid schemes to be operated without prior approval of the European Commission, has also been adopted. In order to comply with requirements arising from the new Guidelines and the Block Exemption Regulation, new Administrative Rules relating to Industrial Development regional aid schemes for the period 2007 to 2013 have been drawn up.

In accordance with the powers conferred on the Minister for Enterprise, Trade and Employment by Section 13 of the Industrial Development Act, 1986, I hereby direct by way of general policy and subject to compliance with the Act that IDA Ireland's support to initial investment projects and job creation projects linked to investment be delivered in accordance with these rules in the period 2007 to 2013.

2. Code of Practice for the Governance of State bodies

IDA Ireland fully complies with this Code of Practice and in particular affirms its compliance with the following Sections:

Sections 9.2 & 10.2: Complied with by the Chairman of the Board in a separate letter furnished to the Minister for Enterprise, Trade and Employment.

Sections 10.1 & 10.2 (iii): An effective system of internal financial control is maintained and operated by the Agency (Statement of Internal Financial Control, page 36).

Section 10.2 (v): Government policy on the pay of Chief Executives and State body employees is being complied with (Notes to the Financial Statements, No.9 page 39, and Board 2008, page 26).

Section 10.2 (vi): Government guidelines on the payment of Directors' fees are being complied with (Notes to the Financial Statements, No.9 page 43, and Board 2008, page 26).

Section 11: The Board of IDA has established processes to ensure sound corporate planning, etc., as required by this Section (Statement of Internal Financial Control, page 36, and Board 2008, page 26).

Sections 12.1 & 12.2: The Chairman of the Board, in the separate letter furnished to the Minister for Enterprise, Trade and Employment, confirms that IDA has complied with its obligations under tax law.

The schemes and programmes administered by IDA are in accordance with the legislation governing the operation of the Agency and appropriate risk management systems are in place.

3. Revenue Commissioners' Statement of Practice SP - IT/1/04 on Tax Treatment of Remuneration of Members of State and State Sponsored Committees and Boards

IDA Ireland fully complies with this Statement of Practice.

4. Guidelines for the Appraisal and Management of Capital Expenditure Proposals

IDA has well-established robust procedures in place for the Appraisal and Management of Capital Expenditure projects arising under the Capital Grants or Property programmes. These procedures comply with the principles set out in the Guidelines for the Appraisal and Management of Capital Expenditure Proposals.

5. Employment Equality Acts, 1998 and 2004

Equality is an established priority for IDA. The organisation has a progressive equality and diversity agenda and new initiatives are developed on an on-going basis. IDA Ireland values diversity and strives to be an equality employer where individual contribution is encouraged and differences are valued. To this end, it is committed to ensuring that no staff member of IDA, or applicant for employment with IDA, receives less favourable treatment than any other on grounds of gender, marital status, family status, sexual orientation, religion, age, disability, race, membership of the traveller community or on any other grounds not relevant to good employment practice. This applies to recruitment, working conditions and development opportunities.

IDA is committed to maintaining and developing a balanced work/life environment for all staff.

6. The Health, Safety and Welfare at Work Act, 2005

This Act, which replaces the provisions of the Safety, Health and Welfare Act, 1988, consolidates and updates the existing law. IDA Ireland continues to take appropriate measures to protect the safety, health and welfare of all employees and visitors within its offices to meet the provisions of this Act. This extends to the Public Health (Tobacco) Acts 2002 and 2004.

7. Worker Participation (State Enterprise) Act, 1988

Sub Board consultative structures are operating effectively in IDA Ireland and are a recognised feature of the organisation's communications and consultative structure. The Joint Consultative Committee is welcomed as a positive process by both management and staff. Additionally, a further partnership arrangement has been established with the Trade Unions to progress actions under the 'Towards 2016' National Agreement.

8. Ethics in Public Office Act, 1995 and Standards in Public Office Act, 2001

In accordance with the above Acts, all IDA Ireland Board Members and staff holding designated positions have completed statements of interest in compliance with the provisions of the Acts.

9. Freedom of Information Acts, 1997 and 2003

IDA Ireland complies with these Acts. Requests for information under these Acts should be addressed to the Freedom of Information Executive, IDA Ireland, Wilton Park House, Wilton Place, Dublin 2.

10. Energy Efficiency

In compliance with the Government memorandum of June 2001, IDA Ireland, in the design, planning and construction of office and manufacturing buildings on its Business and Technology Parks, applies 'best practice' principles in all cases. IDA's offices in the regions also conform to 'best practice' principles. The offices in Dublin are managed by Forfás.

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Report of the Comptroller and Auditor General for presentation to the Houses of the Oireachtas

I have audited the financial statements of the Industrial Development Agency (Ireland) for the year ended 31 December 2008 under the Industrial Development Act, 1993.

The financial statements, which have been prepared under the accounting policies set out therein, comprise the Accounting Policies, the Operating Account, the Balance Sheet, the Cash Flow Statement and the related notes.

Respective Responsibilities of the Board of the Agency and the Comptroller and Auditor General

The Agency is repsonsible for preparing the financial statements in accordance with the Industrial Development Act, 1993, and for ensuring the regularity of transactions. The Agency prepares the financial statements in accordance with Generally Accepted Accounting Practice in Ireland. The accounting responsibilities of the Members of the Agency are set out in the Statement of Board Member's Responsibilities.

My responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).

I report my opinion as to whether the financial statements give a true and fair view, in accordance with Generally Accepted Accounting Practice in Ireland. I also report whether in my opinion proper books of account have been kept. In addition, I state whether the financial statements are in agreement with the books of account.

I report any material instance where moneys have not been applied for the purposes intended or where the transactions do not conform to the authorities governing them.

I also report if I have not obtained all the information and explanations necessary for the purposes of my audit.

I review whether the Statement on Internal Financial Control reflects the Agency's compliance with the Code of Practice for the Governance of State Bodies and report any material instance where it does not do so, or if the statement is misleading or inconsistent with other information of which I am aware from my audit of the financial statements. I am not required to consider whether the Statement on Internal Financial Control covers all financial risks and controls, or to form an opinion on the effectiveness of the risk and control procedures.
I read other information contained in the Annual Report, and consider whether it is consistent with the audited financial statements. I consider the implications for my report if I become aware of any apparent misstatements or material inconsistencies with the financial statements.

Basis of Audit Opinion

In the exercise of my function as Controller and Auditor General, I conducted my audit of the financial statements in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board and by reference to the special considerations which attach to State bodies in relation to their management and operation. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures and regularity of the financial transactions included in the financial statements. It also includes an assesment of the significant estimates and judgements made in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Agency's circumstances, consistently applied and adequately disclosed.

I planned and performed my audit so as to obtain all the information and explanations that I considered necessary in order to provide me with sufficient evidence to give resonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming my opinion I also evaluated the overall adequacy of the presentation of information in the financial statements.

Opinion

In my opinion, the financial statements give a true and fair view, in accordance with Generally Accepted Accounting Practice in Ireland, of the state of the Agency's affairs at 31 December 2008 and of its income and expenditure for the year then ended.

In my opinion, proper books of account have been kept by the Agency. The financial statements are in agreement with the books of account.

John Buckley
Comptroller and Auditor General
25 June 2009

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