Board Oversight Committee

Board Oversight Committee

Rule 53. Membership and general provisions

  1. The credit union shall have a board oversight committee which shall consist of __5___members. It shall consist of three or five members.
  2. The credit union shall comply with the Act and all applicable requirements of financial services legislation, in particular but without limit to the Fitness & Probity Regulations for credit unions, with respect to the appointment, and continuation in office, of members of the board oversight committee.
  3. A credit union shall not elect any of the following persons to be a member of its board oversight committee:
    • an employee or voluntary assistant of the credit union or an employee of any other credit union;
    • a member of the board oversight committee of any other credit union;
    • an employee of a representative body of which the credit union is a member, where that employee’s role could expose them to a potential conflict of interest;
    • a public servant (within the meaning of the Financial Emergency Measures in the Public Interest Act 2009) assigned to the Department of Finance and involved in advising the Minister on credit union issues or in the examination of credit union
      issues;
    • a member of the Commission of the Bank;
    • an officer (within the meaning of section 2 of the Central Bank Act 1942) or other employee of the Bank and involved in the regulation of credit unions;
    • Financial Services Ombudsman (within the meaning of section 2 of the Central Bank Act 1942) or a Bureau staff member (within the meaning of section 57BA of that Act);
    • a member of the Irish Financial Services Appeals Tribunal or a member of its staff (including the Registrar);
    • the chief executive of the National Consumer Agency, an authorised officer of that Agency (within the meaning of section 2 of the Consumer Protection Act 2007) or any other member of its staff;
    • the auditor of the credit union or a person employed or engaged by that auditor;
    • a solicitor or other professional adviser who has been engaged by or on behalf of the credit union within the previous 3 years;
    • a person who is a spouse or civil partner, cohabitant, parent or child, of a director, board oversight committee member or employee of that credit union;
    • a body corporate;
    • a person who is not of full age;
    • a director of the credit union.
  4. A person shall resign from being a member of the board oversight committee of a credit union if and when he or she becomes a person to whom any of the provisions of paragraph (3) relates.
  5. A board oversight committee member may not be appointed or reappointed to the board oversight committee if he or she has served for more than 12 years in the previous 15 years whether on the board of directors or the board oversight committee.

 

Rule 54. Election

The board oversight committee of a credit union shall be elected:

  • where the organisation meeting occurs after the commencement of section 76N of the Act, by secret ballot at the organisation meeting and, subject to rule 57 and rule 62(4) subsequent vacancies on the board oversight committee shall be filled by secret ballot at an annual general meeting,
  • in any other case, by secret ballot at the annual general meeting first occurring after the commencement of section 76N of the Act or, if earlier than that annual general meeting, at a special general meeting called for the purpose of such ballot and, subject to rule 57 and rule 62(4), subsequent vacancies on the board oversight committee shall be filled by secret ballot at an annual general meeting.

 

Rule 55. Chair and secretary

  1. The board oversight committee shall choose from its number a chair and secretary. The offices of chair and secretary shall not be held by the same person.
  2. The secretary shall prepare and have custody of records of all decisions and actions taken by the committee.

 

Rule 56. Term of office

  1. The term of office of a member of the board oversight committee:
    • shall begin at the conclusion of the general meeting or organisation meeting at which the member is elected; and
    • shall not extend beyond the third subsequent annual general meeting.
  2. The rules for retirement from the board oversight committee shall be as follows:
    • where the committee consists of three members, one shall retire at each annual general meeting;
    • where the committee consists of five members, two shall retire at each annual general meeting;
    • subject to paragraph (d), the members to retire at any time shall be those who have served longest since they were last elected; and
    • as between members who were last elected on the same day, the member (or members) to retire shall be determined by agreement or, in default of agreement, by the drawing of lots.
  3. Except where the Act or any other applicable legal requirement otherwise provides, a retiring member of the board oversight committee shall be eligible for re-election.

 

Rule 57. Casual vacancy

If a casual vacancy arises in the membership of the board oversight committee then, within one month of the vacancy arising, the committee shall appoint a member of the credit union (who may, if the committee thinks fit, be a former member of the committee) to fill the vacancy; and the member so appointed shall hold office until the next general meeting at which an election is held for members of the board oversight committee.

 

Rule 58. Resignation of board oversight committee

Where the secretary of the board oversight committee becomes aware that all the members of the board oversight committee intend to resign on the same date, he shall give written notice of their intention to the Bank, the Irish League of Credit Unions and the board of directors.

 

Rule 59. Procedural provisions

  1. The board oversight committee shall hold:
    • at least one meeting in every month; and
    • meetings with the board of directors at least four times in every year to facilitated it in carrying out the assessment under rule 60 and the board oversight committee shall keep minutes of every meeting held by it under paragraphs (a) and (b).
  2. The board oversight committee shall submit within two weeks of any meeting referred to in paragraph (1)(b) a written report to the board of directors on their assessment of whether the board of directors has operated in accordance with Part IV and Part IVA of the Act and any regulations relating to Part IV or Part IVA of the Act.
  3. Members of the board oversight committee shall have the right to attend all meetings of the board of directors and all meetings of committees of the credit union. The board oversight committee shall ensure at least one of its members attends every meeting of the board of directors.
  4. The board oversight committee shall have access, at all times, to the books and documents (including draft documents) of the credit union to enable it to carry out its functions under the Act.
  5. The board oversight committee may notify the Bank of any concern it may have as to the proper conduct of the credit union following a unanimous vote at a meeting of the committee called for the purpose of considering such a notification.

 

Rule 60. Functions of the board oversight committee

The board oversight committee shall assess whether the board of directors has operated in accordance with Part IV, Part IVA of the Act and any regulations made for the purposes of Part IV or Part IVA of the Act and any other matter prescribed by the Bank in respect of which they are to have regard to in relation to the board of directors.

 

Rule 61. Removal from office

  1. Subject to paragraph (2), the credit union may (including by reason that the member of the board oversight committee is more than 90 consecutive days in arrears under a debt obligation to the credit union), by resolution of a majority of the members present and voting at a special general meeting called for that purpose, remove a member of the board oversight committee from office.
  2. The secretary of the credit union shall, not less than twenty one days before the date of the special general meeting at which it is proposed to move a resolution referred to in paragraph (1), give written notice of the meeting to the member concerned.
  3. Where notice is given of such a resolution as is mentioned in paragraph (1) and the member of the board oversight committee concerned makes in relation to it representations in writing to the credit union (not exceeding a reasonable length) and requests their notification to the members of the credit union, the credit union shall, subject to paragraph (5), (unless the representations are received by it too late to do so):
    • in any notice of the proposed resolution given to members of the credit union, state the fact of the representations having been made; and
    • send a copy of the representations to every member of the credit union to whom notice of the meeting is sent (whether before or after the credit union receives the representations).
  4. Subject to paragraph (5), and whether or not copies of any representations made by him have been sent as mentioned in paragraph (3), the member of the board oversight committee concerned may require that, without prejudice to his right to be heard orally, the representations made by him shall be read out at the special general meeting.
  5. Paragraphs (3) and (4) shall not apply if, on the application either of the credit union or of any person who claims to be aggrieved, the Bank is satisfied that compliance with the paragraphs would diminish substantially public confidence in the credit union or that the rights conferred by them are being, or are likely to be, abused in order to secure needless publicity for defamatory matter.
  6. A vacancy arising from the removal of a member of a board oversight committee under this rule shall be filled in accordance with the provisions of rule 57.

 

Rule 62. Supplemental provisions

  1. A register of the members of the board oversight committee shall be kept by the secretary of the credit union and shall be signed by each member of the board oversight committee after an annual general meeting or, in the case of a member appointed to fill a casual vacancy, after his appointment.
  2. In the event that the number of members of the board oversight committee falls to less than half the number specified in these rules, the secretary of the board oversight committee shall forthwith notify the Bank and the board of directors.
  3. The acts of a member of the board oversight committee of a credit union shall be valid notwithstanding any defect in the election or appointment of the member which may subsequently be discovered.
  4. Where any of the following events occurs:
    • the secretary of the board oversight committee has given notice that all the members of the board oversight committee intend to resign on the same date:
    • all the members of the board oversight committee have been removed or suspended in accordance with section 96(1) of the Act; or
    • there are no members of the board oversight committee,
    • the board of directors shall convene a special general meeting of the credit union, within one month of the occurrence of the event in question, to elect a board oversight committee.
  5. If the special general meeting referred to in paragraph (4) is not convened in accordance with the provisions of that paragraph, the Bank may convene such a special general meeting under section 92(1)(b) of the Act.
  6. The credit union shall meet all such expenses as may be reasonably incurred by its board oversight committee in carrying out its function.
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