Joan Burton Foi 2

giSf-iS

A n Roinn Airgeadais D e p a r t m e n t of F i n a n c e

Sraid Mhuirfean Uacht, Baile Atha Cliath 2, Eire.

Upper Merrion Street, 2, Dublin 2, Ireland.

Teiieafon / Telephone: 353-1 Facsuimhir/ Facsimile: 353-1 Facsuimhir/ Facsimile: 353-1 Glao Aitiuil / LoCall: 1890 http://www.irlgov.ie/fi nance

Ref: FOI 122/2009 16 November 2009 Ms. Joan Burton TD Deputy Leader The Labour Party Dail Eireann Dublin 2

Dear Deputy Burton

/

1 refer to the request which you made under the Freedom of Information Acts 1997 and 2003 for records held by this Department:

•

...all contacts between the Minister for Finance, and/or his Departmental officials

with officials

at Anglo Irish Bank between Is' January 2007 and 15lh

January 2009, on which date the bank was nationalised.

I also refer to my decision letter of 28 October 2009. As referred to in my letter, records number 15, 78 and 79 of the schedule required consultation with a third party before a final decision could be made on whether to release in full, in part, or refuse each record. The third party has made their submissions on whether the records should be released in full, in part, or refused. In making my decision on these records I have considered whether the public interest would be better served by granting access to a record relating to information received in confidence, commercially sensitive information and/or personal information.

PJip^lr 100%Athchii«a«tte Printed on 100% recycled pape/

676 757 678 993 678 993 66 10 10

I have made a final decision to part grant your request on 16 November 2009. If you have any queries regarding this correspondence you can contact me by telephone at 604 5526 or by email at pat.ring@finan c e. aov.ie.

X. Schedule of records A schedule is attached at the end of this letter. It shows the three documents which required third party consultation. It also gives you a summary and overview of the decision as a whole. The schedule describes each document, and indicates whether the document is released in full, released with deletions or not released. The schedule refers to the sections of the FOI Act which apply to prevent release.

2. Access Arrangements You have sought access to the records by means of photocopies and I consider this an appropriate form of access in this case.

3. Rights of appeal You may appeal this decision. Please note that a fee applies for an appeal, with the exception of an appeal against the imposition of a fee. The level of this has been set at €75, In the event that you need to make such an appeal, you can do so by writing to the Freedom of Information Unit, Department of Finance, Upper Merrion Street, Dublin 2, enclosing the appropriate fee. Payment should be made by way of bank draft, money order, postal order or personal cheque made payable to the Department of Finance. You should make your appeal within 4 weeks (20 working days) from the date of this notification, however, the making of a late appeal may be permitted in appropriate circumstances. The appeal will involve a complete reconsideration of the matter by a more senior member of the staff of this Department.

Yours sincerely

Pat King Principal Officer

Page 1 o f 1

From:

McKeon, Mary

Sent:

28 November 2008 19:30

To:

Smyth, Tony; Duffy, Eoghan; Mulvihill, Marie; Kinsella, Sean

Subject:

FW: Guarantee - Committees, Interbank and Controls

Attachments: 0248_001.pdf

F r o m : Fiachre O'Neill [mailto:FiachreO'[email protected]]

Sent: 28 November 2008 18:52

T o : McKeon, Mary Cc: Nolan, Ann; Matt Moran S u b j e c t : Guarantee - Committees, Interbank and Controls Mary, As discussed yesterday, please find attached a copy of a letter sent to you this morning covering a number of points raised at our meeting of November 6. If you have any questions, please let Matt or I know. Regards, Fiachre Fiachre O'Neill Head of Group Compliance, Legal and Tax Anglo Irish Bank Corporation p[c Direct: +353 1 616 2336 Mobile:+353 86 601 4182 — \ www.anqloirishbank.com

**********************************************************************

Private, Confidential and Privileged, This e-mail and any tiles and attachments transmitted with it are confidential and/or privileged. They are intended solely for the use of the intended recipient. The content of this e-mail and any file or attachment transmitted with it may have been changed or altered without the consent of the author. If you are not the intended recipient, please note that any review, dissemination, disclosure, alteration, printing, circulation or transmission of this e-inail and/or any file or attachment transmitted with it, is prohibited and may be unlawful. If you have received this e-mail or any file or attachment transmitted with it in error please notify Anglo Irish Bank Corporation Pic, Stephen Court, 18/11 St Stephen's Green, Dublin 2, Ireland, telephone no: +353-1-6162000. Directors: S P FitzPatrick (Chairman), D Drumm (Chief Executive), L Bradshaw, D O'Connor, A Heraty, M D Jacob, W A McAteer, 0 McCann, D Quilligan, N Sullivan, P Wlielan, N Harwerth ( U.S.) Registered Office: Stephen Court, 18/21 St Stephen's Green, Dublin 2 Ireland Registered in Ireland: No 22045 Anglo Irish Bank Corporation pic is regulated by the Financial Regulator. Anglo Irish Bank Corporation pic (trading as Anglo Irish Bank Private Banking) is regulated by the Financial Regulator. Anglo Irish Assurance Company Limited is regulated by the Financial Regulator, **********************************************************************

15/09/20OQ

Anglo

Irish Bank

Corporation pic

Stephen Court Tel: +353 I 6162000 Fax: Banking+353 I 616243! 18/21 St Stephen's Grsen SWIFT: AngotE2D (^[Treasury + 353 1 6162467 Dublin 2 Website: wvw.afiglolrishbank.com Fax: Personal Savings + 353 ! 6162483 Ireland Fm: Personnel + 353 1 6162488

Ms Mary McKeon Department of Financ-e Upper Merrion Street Dublin 2 27 November 2008 Dear Mary, Anglo Irish Bank Group Committees, Interbank and Risk Management around the Guarantee I refer to our meeting of 6 November and subsequent correspondence. As requested, I have set out below the information sought in relation to the committees of Anglo Irish Bank Corporation pic (the 'Bank'), information sought regarding interbank deposits, and, details on the controls in place to guard against a default event occurring.

1. Committees The key committees of the Bank are as follows: ABoard Committees The Board of Directors has established four Committees operating under their own specific terms of reference which are reviewed annually by the Board. These terms of reference, setting out roies and responsibilities of the Board Committees are included at Appendix 1. •

Audit Committee Current Members: Gary McGann (Chairman); Michael Jacob and Donal O'Connor The Audit Committee comprises three Non-executive Directors. It hassix scheduled meetings a year and holds other unscheduled meetings as thTneed arises. The Committee receives reports on various aspects of control. It also reviews the Group's financial statements, the scope of internal audits and the plans, findings and recommendations of Group Internal Audit and external Auditors. The Audit Committee has unrestricted access to both Group Internal Audit and the external Auditors and meets privately with the external Auditors at least once a year. The independence and objectivity of the externa! Auditors is safeguarded by the Audit Committee's pre-approval of all non-audit services.

Directors: Eon P FinPatridt QmfrtiMnD .' irfi) K. Dramm Chief Donal OC ' onnor, Detin Qitillijan, Ned Sulivari, PitWhelan,

Ur Bredshav, HoSI Harwerth (US),Anie], Htraty. Midnel Jacob,Wilim A, McAteer.Guy McGinn.

Registered Office: Stephen Court, 18J2I Si Stephen'; Green, Dublin 2. Ireland, Regtstered In Ireland! No 22045. Anglo Irish Bank Corporation ptc Is regulated by the Financial Regulator in Ireland

You will note that as part of the annual update of the terms of reference, the new terms approved by the Board require the Committee to monitor the adherence of the Group to the conditions laid out as part of Credit Institutions (Financial Support) Scheme 2008 ('the Scheme') and the subsequent deed executed. The Chairman has already requested that Internal Audit regularly report on the Group's adherence to the conditions attached to the Government Guarantee during 2009. Risk and Compliance Committee Current Members: Lar Bradshaw (Chairman), Noel Harwerth and Ned Sullivan The Risk and Compliance Committee comprises three Non-executive Directors. It has six scheduled meetings a year and holds other unscheduled meetings as the need arises. Its role is to oversee risk and compliance management. On behalf of the Board, it reviews the key risks and compliance issues inherent in the business and the system of internal control necessary to manage them and presents its findings to the Board. Again, you will note that in the updated terms of reference approved by the Board, that the Committee 'should have regard to the provisions contained in the Credit Institutions (Financial Support) Scheme 2008' in fulfilling its duties. The Committee will monitor this and the Group's management of risksthrough reports received from Group Risk and Group Compliance & Legal. In fact, the adherence to the provisions of the Scheme has been added as a standing item to the agenda for all future meetings. Remuneration Committee Current Members: Ned Sullivan (Chairman), Sean FitzPatrick, Anne Heraty and Gary McGann, The Remuneration Committee comprises three Non-executive Directors together with the Chairman of the Board. The Committee has three scheduled meetings a year and others as necessary. It is responsible for the formulation of the Group's policy on remuneration in relation to all Directors and senior executives. As a result, the Committee will have a key role in developing the remuneration policy of the Group for the future and ensuring that it is in keeping with the provisions of the Scheme. Members of the Committee will also interact with CIROC, the Financial Regulator and the Department of Finance, as appropriate. The terms of reference for this Committee are due for annual review at which point they will reflect more fully the requirements of the Scheme. Nomination and Succession Committee Current Members: Anne Heraty (Chairman), Lar Bradshaw, David Drumm, Sean FitzPatrick and Donal O'Connor The Nomination and Succession Committee comprises three Non-executive Directors together with the Chairman of the Board and the Group Chief Executive. The Committee has two scheduled meetings a year and meets as is necessary outside this schedule. It is responsible for recommending candidates to

Anglo Irish Bank Corporation pic is regulated by the Financial Regulator in Ireland

the Board for appointment as Director and ensuring a suitable induction programme is in place for all new Directors. The Committee considers succession planning and regularly reviews the Board's structure, size, composition and balance. Prior to any appointment, the Committee identifies the skills, attributes, experience and time commitment required for the role. It agrees a preferred profile with the Board as a whole and receives recommendations from the existing Directors. The Committee's key role in relation to the Scheme is ensuring that the new | Directors appointedfrom the panel approved by the Minister receive an l| appropriate and full induction into the Group. It will also be responsible for ensuring that the Board has an appropriate mix of skills and experience to meet I the needs of the Bank in the context of the Scheme provisions. I

From: Sent: To: Co: Subject;

Nolan, Ann 14 January 2009 17:44 Doyle, David; Cardiff, Kevin; Beausang, William; Carrigan, Aidan Smyth, Tony; Duffy, Eoghan; Muivihill, Marie; Kinseila, Sean Proxy votes

I am informed by Anglo that they have received proxy v o t e s for 388 million shares(out of 7 7 0 ) . The proxies are 99% in favour of acceptance. N o r m a l l y they only get 20-30% of the proxies.

1

From: Sent: To: Cc: Subject:

Smyth, Tony 14 January 2009 18:03 Nolan, Ann; Beausang, William Duffy, Eoghan; Kinsella, Sean; Muivihill, Marie RE: Proxy votes

To: Doyle, David; Cardiff, Kevin; B e a u s a n g , William; Carrigan, Aidan Cc: Smyth, Tony; D u f f y , Eoghan; Muivihill, Marie; Kinsella, Sean Subject: Proxy votes I am informed b y A n g l o that they have received proxy votes for 388 million s h a r e s ( o u t o f 7 7 0 ) . The p r o x i e s are 99% in favour of acceptance. N o r m a l l y they only get 20-30% of the p r o x i e s , Ann

1

Record No.

Brief Description & Date of Record

15

Series of emails between Ms. Mary McKeon, Principal Officer, Mr. Tony Smyth, Assistant Principal, Mr. Eoghan Duffy, Administrative Officer, Ms. Marie Mulvihill, Administrative Officer, Mr. Sean Kinsella, Administrative Officer, D/Finance and Mr. Fiachre O'Neill, Head of Group Compliance, Legal and Tax, Anglo Irish Bank: Subject: Guarantee - Committees, Interbank and Controls. 28/11/09 with attachments: Group Audit Committee - Terms of Reference. Group Risk & Compliance Committee - Terms of Reference. Nomination & Succession Committee - Terms of Reference.

FileRef:

No. of Pages 37

Decision: Grant/Part Grant/Refuse Part Release

Basis of Refusal Section of Act S26 (1) (a) — Information received in confidence.

S26(l) (b) — Information received in confidence

Reason for Decision The redacted area of this document contains information received by the Department of Finance in confidence and on the understanding that it would be treated as confidential. Disclosure of the redacted areas would constitute a breach of a duty of confidence provided for by a provision of an agreement.

Public Interest Consideration (if applicable) There is a public interest test under Sections26 of the FOI Acts. however it is not in the public interest in releasing the redacted areas

There is a public interest test under Section 27 of the Act, however the balance lies in not releasing the record

78

Email from Ms. Ann Nolan to Mr. David Doyle, Secretary General, Mr. Kevin Cardiff, Mr. William Beausang, Mr. Aidan Carrigan, D/Finance. 14/01/09. Subject; Proxy Votes.

1

Release

S27(l)(b) Commercially sensitive information

The redacted area ofthis record contains financial information whose disclosure could reasonable be expected to result in a material financial loss or gain to whom the information relates.

S28 (1) — Personal Information

The release of the redacted area would involve the disclosure of personal information.

There is a public interest test under Sections 28 of the Act, however the balance lies in not releasing the redacted section of the record.

79

Email from Mr. Tony Smyth to Ms. Ann Nolan, Mr. William Beausang. 14/01/09. Subject Proxy Votes.

1

Part Release

S26(l)(a)-

As above

As above.

As above

As above

Information received in confidence. S27(l)(b)

Commercially sensitive information