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Robinson, Heather

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Faloona, Barbara

15 September 201017:03 Robinson, Heather

FW: FOR CLEARANCE pi: Interim appointments to NIW Board v2

Attachments:

Interim appointments to NIW Board v2.doc

As discussed

McLaughlin, Patricia 13 April 2010 16:49

Fair, Gary; Faloona, Barbara

FW: FOR CLEARANCE pi: Interim appointments to NIW Board v2

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Patterson, Lian

18 March 2010 17:23 McGlade, Stephen

Priestly, Paul; McLaughlin, Patricia

FOR CLEARANCE pi: Interim appointments to NIW Board v2

Interim ointments to NIW 8

Stephen,

Please see attached a submission which sets out our planned approach to try to get interim NIW Board members appointed. At Annex A is a 'long-list' of potentials. It's deliberately long, as we can't estimate accurately how much interest there's likely to be but it's fair to say that some people may not want to rise to this particular challenge! Also the names aren't in any preferred order as part of the process will be an interview "conversation with a purpose', at which we will assess their skills more directly before any ranking is done.

Grateful for your views or clearance and happy to discuss anytime.

Thanks.

Lian

Lian. Patterson Senior Finance Director

Department for Regional Development Clarence Court

10-18 Adelaide Street BELFAST

BT28GB

Telephone: 02890 541180

Email: lian.patterson@drdnLgov.uk

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Department for

Regional Development

'://. li.drdnl.gc. ',I:.

From:

Lian Patterson

Tel:

02890 (5)40010

cc:

See distribution list below

Date: XX March 2010

To: Conor Murphy MP, MLA

NIW - INTERIM NON·EXECUTIVE BOARD MEMBERS

Issues:

There is an urgent need to appoint interim NIW Non-Executive Board members following the dismissal of 4 of the Non-Executives on 11 March.

Timescale:

Urgent -interims need to be appointed asap.

Presentational Issues:

May be some media interest.

FOI Implications:

Exemption would be sought under Section 36 2 (b) (likely to inhibit the free and frank provision of advice)

Special Adviser Comment:

Legislative Implications: None.

Section 75 Implications: None.

Executive Referral: NI A

Recommendation: That you:

agree that officials may approach the long-list of individuals included in Annex A, to determine individual's levels of interest, and to produce a short-list of candidates to be invited to interview; and

agree that officials should follow the proposed approach summarised in paragraph 3 and Annex C, to make recommendations to you to secure interim Non-Executive Board members as a matter of urgency.

This submission seeks your agreement to the proposed process to appoint interim nonexecutive directors onto the NIW Board. It could take a minimum of six months, and possibly up to twelve months, to run a full public appointments process. In the meantime it is important that there are sufficient Non-Executive directors (NEDs) on the Board to look after the Shareholder interest and to challenge and support the Chief Executive in taking forward the agreed action plan to address specific governance issues. The NIW Audit Committee is meant to have at least 2 NEDs on it and there is currently only one NED in post.

2. Whilst the final decision on public appointments ultimately rests with you as Minister, the Code of Practice for Ministerial Public Appointments requires departments to secure the written agreement of the Commissioner for Public Appointments to facilitate any departure from the Code. With this in mind, I had a conversation with the Commissioner (Felicity Houston) on 11 March regarding the imminent removal of some of the NIW Non-Executive directors and, consequently, the need for us to act quickly to appoint interim Non-Executive Board members as a matter of urgency. She acknowledged that, under the circumstances, the Department had to move quickly. Therefore she is supportive of the need for us to take emergency action to appoint interims, pending the running of a full public appointments process which we will commence very shortly. I have subsequently written to Ms Houston outlining our proposed approach and I am anticipating receiving her written support in the next few days.

3. The approach we are proposing, subject to your approval, is as follows:

• we will seek to appoint 4 interim NEDs. One would be the Chairman, and ideally this person should have experience in the water industry or a similar utility business. The interim Chair role will also have to demonstrate strong leadership qualities and an ability to deal effectively with external stakeholders. The second interim NED should be an individual who holds the public's confidence. They would ideally have previously fulfilled roles where a high moral standing, strong integrity, and consumer/ public interest have been clearly visible. The third interim NED would have a strong commercial and financial background, with good credentials to challenge the Executives in NIW to deliver value for money, and to oversee the implementation of a solid financial and corporate governance framework. Finally, recognising the complex governance environment that NIW operates within, the fourth interim NED should come from a strong public sector

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governance background in order to fully protect the Shareholder's interests on matters of public finance.

• A 'long-list' of suggested names, ear-marked against each of these categories, is shown at Annex A, along with a brief pen-picture outlining their background and experience. It has been difficult to obtain information on some individuals, hence the information varies in its detail, but we would propose asking for cvs on each potentially interested candidate - before assigning them to the 'short-list', as described below.

III If you are content, the intention is that we will approach these individuals and gauge their level of interest. This will be done by me or Paul Priestly contacting them by telephone and outlining the background and determining whether they wish to go forward for consideration. At that stage we will source a short cv or biography on them, if they wish to be considered.



From this process, drawing on the information in the cvs provided, we will then narrow the list into a short list, which will be drawn up by a panel consisting of Paul Priestly and myself and, if possible, an independent assessor. Laurence MacKenzie may also be asked to provide input to the process. We will provide an interim update to you at that stage and seek any preferences you may have from the names on this short list.

III Interviews or "conversations with a purpose" would subsequently take place between the panel and suitable candidates based on specified criteria as outlined in Annex C. It will be important to ensure that ·these individuals have a clear track record of integrity and that no conflicts of interest exist. A note of each meeting woul~ be maintained for the record, and preferably an indepe~dent observer from outside the department would be present at the meetings in order to authenticate (if challenged) that a fair process has been adopted.

• The panel would then recommend names to fulfil each of the four NED roles described above. You would then state your preferences, or request to meet the individuals. Prior to giving your approval to proceed to offer appointments.

4. The steps we are proposing are summarised in Annex D. The proposed approach is intended to streamline the process while at the same time providing a competitive environment

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-Goflfidenfiat \JMl. I ~ I ~ {IO

whereby applicants would be assessed against the agreed criteria. On this basis, providing. there is sufficient interest, it is anticipated that appointments could be made within a reasonable timescale, with suitable candidates being presented for your approval before the end of March or early April.

Recommendation

5. That you:

agree to us approaching the long-list of Individuals included in Annex A; and awee to us following the proposed approach summarised in Annex Co subject to the criteria outlined in Annex B. in an effort to secure interim Non-Executive

. Board members as a matter of urg.ency.

LlAN PATTERSON

cc Paul Priestly

Gary Fair

Barbara Faloona Stephen McGlade

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C~tta-r W /<))'1/10

ANNEX B

SELECTION CRITERIA

[NIW Interim Non-Executive Positions]
Essential Criteria1

Experience at Board level, either in an executive or non-executive capacity, in a large
organisation;
Experience of exercising sound control and governance in either a large public or
private sector organisation
Strong interpersonal skills including the ability to negotiate, persuade, challenge and
influence at all levels;
Excellent communication skills and the ability to build relationships at all levels;
Knowledge of socio-economic, statutory and/or political factors which impact on
Northern Ireland Water Ltd. (This was a recommendation of the Independent Panel in
January 2008.)
Desir.able Cri~.~
Experience, gained at a strategic level, of working either in a service related industry
or in an asset intensive industry.
Experience at Board level in an organisation funded partly or wholly by public funds. 16

-G€>nfidantial M I ((OJ I, ()

ANNEX C

EMERGENCY PROCESS FOR APPOINTMENT OF INTERIM NON-EXECUTIVE DIRECTORS

ACTION DATE
1.. Minister's agreement to the emergency 19 March 2010
process
2. Written agreement to the emergency ASAP
process by Commissioner for Public
Appointments
3. Expressions of interest sought by ORO 22 - 30 March 2010
officials.
4. ORO officials and Independent Assessor 31 March - 1 April 2010
participate in short-listing process and
invite candidates to interview.
5. I nterviewsl" conversations with a 12 April-16 April 2010*
purpose" with short-listed candidates.
6. Recommendations made to Minister and 19 April 2010
Minister's approval sought
7. Successful candidates notified and 20 April 2010
acceptance of appointment sought
8. Candidates appointed to Board 23 April 2010 * Subject to availability of candidates

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