Standing Orders Of The Board Of Directors
1. The Directors of the Board should consist of:
- 11 Independent non-executive directors.
- 2 non-executive directors representing the shareholders.
- 4 Ex-officio executive directors.
2. Appointment of Directors
The first directors of the Company shall be deemed to have been appointed pursuant to section 3(5) of the Companies (Amendment) Act, 1982.
The nomination committee will be responsible for recommending to the board persons who might be appointed as independent non-executive directors of the board.
The appointment of the directors should be a matter for ratification at the AGM.
The board of directors shall elect a Chairman from the independent non-executive directors.
This choice of Chairman shall be reviewed at the following AGM.
Unless otherwise determined by an ordinary resolution of the Company the number of directors shall not be less than two or more than seventeen.
The details are as follows:
- Four executive directors of the Company shall be drawn as specified from the following posts or professions:
- One representative from University College Dublin;
- The Chairman of the Medical Board; and
- One further member of the Medical Board as shall be nominated by the Medical Board for the purpose.
- Group Chief Executive if and when the board deems it appropriate.
- Two non-executive directors shall represent the shareholders i.e. The Religious Sisters of Charity;
- Eleven "independent" non-executive directors
Changes in the number of non-executive directors, and the realisation of such changes, will be a matter for the shareholders of SVHG. The competencies and experience of these eight “independent” non-executive directors should be diverse and such as will contribute meaningfully to the effective and efficient management of the affairs of the Board of SVHG. These competencies should include: finance, strategic management, property development, risk management, insurance, business experience, effective chairmanship, and the public service;
Subject to a vacancy existing, the Board of Directors shall also be in a position to co-opt additional independent non-executive directors onto the Board as may be needed at a particular time.
5. Rotation of Directors
At the annual general meeting every year, one-third of the directors or, if their number is not three or a multiple of three, then the number nearest one-third shall retire from office.
The Board of Directors shall have the power to bring into force structures and organisations for the effective management of the hospitals by the Board.
7. Duty of confidentiality
The business of the board shall be regarded as confidential to the board of directors and shall not be discussed inappropriately in any other forum.
8. Declaration / Conflict of Interests
Directors are required to declare interests, which are relevant and material to the board of which they are a Member. All existing Board members should declare such interests. Any board members should do so on appointment.
At the time Directors’ interests are declared; they should be recorded in the Board minutes. Any changes in interests should be declared at the next Board meeting following the change occurring.
During the course of a Board meeting, if a conflict of interest is established, the Director concerned should withdraw from the meeting and play no part in the relevant discussion or decision.
9. Register of Interests
The company Secretary will ensure that a Register of Interests is established to record formally declarations of interests of Directors. In particular, the Register will include details of all directorships and other relevant and material interests which have been declared by Directors.