Dublin Docklands Development Authority. 1.2 Council Terms of Reference

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1 Dublin Docklands Development Authority 1.2 January 2013

2 1.2 Index 1 Council Position in the Authority 2 Origin of Council 3 Functions of Council 4 Membership of Council 5 Business of Council Annexes 1 Council Meeting Agenda 2 Relevant Extracts from the Dublin Docklands Development Authority Act 1997 as amended

3 1 Council Position within the Reporting Structure The following organogram sets out where the Council of the Authority sits in the context of the overall organisation. Figure 1: Governance Structure of the Dublin Docklands Development Authority Minister for the Environment, Community and Local Government Council Executive Board Planning Committee Audit, Finance, Risk Committee Executive Management Committee This document should be read in conjunction with the Authority document Framework for Corporate and Financial Governance of the Dublin Docklands Development Authority. The purpose of this document is to set out the terms of reference of the Council of the Authority. 2 Origin of the Council The Council is set up directly by the Act 16 (1) Council There shall be a Council to perform the functions assigned to it by or under this Act. 16 (15) The Minister may make regulations as regards any matter which the Minister considers expedient for the purposes of this section. Approved by Executive Board on 16 th January 2013 Page 1 of 12

4 3 Functions of the Council The key functions of the Council include 3.1 Master Plan Arrange for Preparation and adoption of a Master Plan The review and update of the Plan at least once every five years Monitoring the implementation of the Plan Making modifications (not substantial) as considered appropriate Submit a Planning Scheme to the Minister Make recommendations to the Executive Board Implementation of Master Plan Priority for expenditure and projects General staffing requirements, but not individuals Promotion of the area and events Arrangements for liaison with local Stakeholders Review and make recommendations to local Stakeholders on their proposals in so far as they impact the Master Plan Make recommendations to Minister regarding Functions Financing Assignment of additional functions Alteration of items it considers relevant to performance of the Authority. 3.2 Communication from Executive Board Entitled to be informed of the meetings and work of the Executive Board (provided it does not break confidentiality) 4 Membership of the Council 16 (2) Council The Council shall consist of the Chairperson and twenty-five ordinary members. 16 (3)(a) The Chairperson shall chair the meetings of the Council. 16 (3)(b)(i) In the event of the Chairperson being unable to attend a meeting of the Council, the ordinary members who are present shall choose one of their number to chair the meeting. 16 (3)(b)(ii) In the event of the office of Chairperson being vacant, the Minister shall designate one of the ordinary directors of the Executive Board to be a member of the Council and to chair its meetings until a Chairperson is appointed. Approved by Executive Board on 16 th January 2013 Page 2 of 12

5 16 (5) The Minister may prescribe for the purposes of subsection (6) 16 (5)(a) organisations which, in the opinion of the Minister, are concerned with, or are representative of persons engaged in, the promotion or carrying out of social, economic or other development (including employment, education, training and the development of land) in the Dublin Docklands Area, 16 (5)(b) organisations which, in the opinion of the Minister, are concerned with community development in the Dublin Docklands Area or with the promotion of the social, economic or general interests of communities in that Area, 16 (5)(c) organisations which, in the opinion of the Minister, are representative of persons whose professions or occupations relate to town planning, urban design, architecture, conservation of the architectural heritage or civil engineering. 4.1 Membership The Council is made up of the Chairperson and 25 ordinary members appointed by the Minister (Section 16(6)). 1 Office of Minister 1 Office of the Minister for Arts, Heritage and the Gaeltacht 1 CIE 1 BGE 1 ESB 1 Dublin City Manager or Nominee 5 Elected Members of Dublin City Council 1 CEO of Dublin Port 1 Director of National Transport Authority 2-8 Community Organisations 4 With experience in relevant professions associated with the Authority Tenor/Termination/Ineligibility Members can be appointed for up to five years Members cannot also be on the Executive Board If an individual no longer holds the role which formed the basis of the appointment they cannot continue on the Council Members can be removed if: - They become incapable due to ill-health - They commit a stated misbehaviour - It is deemed necessary for the Council to perform its duties Members can resign by letter to the Minister. Approved by Executive Board on 16 th January 2013 Page 3 of 12

6 4.3 Role of Members The role of Council members is to: Provide a value-added input to Authority strategy Act as a catalyst for change and challenge the status quo when appropriate Advise and support the Chairperson, Executive Board and the Executive. Under Section 11 of the legislation, Council members are indemnified by the Authority against all actions or claims, provided they have discharged their duties in a bona fide manner. 4.4 Remuneration and Training Ordinary members of Council shall be paid expenses by the Authority subject to the approval of the Minister for the Environment, Community and Local Government, subject to the approval of the Minister for Finance. Newly appointed Council members shall be provided with appropriate induction training in relation to their responsibilities as a Council member. Subsequent training for all Council members shall take place as appropriate, particularly in relation to new laws and regulations. 4.5 Chairperson The Minister appoints the Chairperson under Section 15 of the Act, for a period of five years or less, renewable for one further five year term. Under Section 16, the Chairperson shall chair meetings of the Council. Where the Chairperson is not available to chair a meeting, the ordinary members shall choose one of their number to chair the meeting. The Chairperson may resign by letter addressed to the Minister, with effect from the date of receipt of the letter by the Minister. Section 15 of the Act governs the removal of the Chairperson. The Chairperson can be removed if in the Minister s opinion the Chairperson member has: Become incapable through ill-health of performing the function of office Committed a stated misbehaviour the Chairperson s removal is deemed necessary for the Council to perform its functions in an efficient manner. 4.6 Secretary The Secretary of the Executive Board shall also act as Secretary of the Council. The Secretary is an Executive Board appointment. The role of the Council/Executive Board Secretary is to advise and Approved by Executive Board on 16 th January 2013 Page 4 of 12

7 guide Council members on their obligations under appropriate legislation and regulations, to act as the corporate governance officer and to organise and administer Council meetings. The holder should be fully familiar with the legislation applying to the Authority, the particular requirements of parliamentary accountability, general Government accounting conventions and general public service conventions. Specifically the Secretary must: Be responsible for the care and use of the Seal of the Authority in accordance with Section 14 of the Act. Ensure that all statutory books are maintained and statutory reporting is carried out. Bring to the attention of Council members: - Legal and other changes that affect their duties and responsibilities. Organise and administer Council meetings: - Properly notify members in advance - Prepare, following consultation with the Chairperson and the CEO, the agenda and collate supporting papers - Prepare minutes that note the sense of the meeting, set out action points with assigned responsibilities and note the unresolved matters to be brought forward to subsequent Executive Board agendas until resolved. All Council members will have direct access to the Secretary in relation to Council business. 4.7 Code of Standards and behaviour of Council Members It is the individual and collective responsibility of Council members to set the right tone at the top of the Authority that clearly and unambiguously portrays a culture and ethos for the organisation. Council members should respect the highest standards of honesty and integrity. To ensure this they should adhere to the following principles: Integrity Council members should: not participate in discussions or decisions involving conflicts of interest whether or not such conflicts have previously been disclosed. Council members must declare any conflicts of interest and stand back from decisions where such conflict arises. Council members shall provide all relevant information necessary to the Council to allow it to assess their independence. Each member has a responsibility to advise the Council Secretary if their circumstances change such that their independence is affected. Detailed guidance on disclosure of interests is set out in Annex 2: Disclosure of Interests by Directors of State bodies. avoid the use of the Authority resources or time for personal gain or for the benefit of persons/organisations unconnected with Authority or its activities. not acquire information or business secrets by improper means. Approved by Executive Board on 16 th January 2013 Page 5 of 12

8 not use any information obtained by virtue of their position for the purpose of any dealing (direct or indirect) in shares, property or otherwise Information Council members should: support the provision of access by the Authority to general information relating to the Authority s activities in a way that is open and that enhances its accountability to the general public. respect the confidentiality of sensitive information held by the Authority. This would constitute material such as: - commercially sensitive information (including but not limited to future plans or details of major organisational or other changes such as restructuring) - personal information - information received in confidence by the Authority. observe appropriate prior consultation procedures with third parties where, exceptionally, it is proposed to release sensitive information in the public interest. comply with relevant statutory provisions relating to access to information (e.g. Data Protection Acts and Freedom of Information Acts) Queries in relation to the release of information relating to the Executive Board under the provisions of the Freedom of Information Act will be directed to the Freedom of Information Officer by the Secretary Confidentiality Council members should ensure that they maintain the confidentiality of all information obtained by virtue of their position Obligations Council members should: fulfil all relevant regulatory and statutory obligations imposed on them. use all reasonable endeavours to ensure that they attend Council meetings Loyalty Council members should: be loyal to the Authority and be fully committed in all its business activities while mindful that the organisation itself must at all times take into account the interests of its stakeholders and acknowledge the duty of all to conform to highest standards of business ethics. Approved by Executive Board on 16 th January 2013 Page 6 of 12

9 4.7.6 Fairness Council members should: comply with employment equality and equal status legislation. commit to fairness in all business dealings. value stakeholders and treat all stakeholders fairly Work/External Environment Council members should: promote and preserve the health and safety of employees. ensure that community concerns are fully considered. minimise any detrimental impact of the operations on the environment. 5 Business of Council 16 (14) Council The Minister shall fix the date, time and place of the first meeting of the Council. 22 (1) Meetings and procedures of Council The Council shall hold such and so many meetings as may be necessary for the performance of its functions subject to meeting at least four times each year. 22 (2) The quorum for a meeting of the Council shall be seven or such other number as may from time to time be fixed by the Minister. 22 (3) The Chairperson and each ordinary member shall have one vote at a meeting of the Council. 22 (4) Every question at a meeting of the Council shall be determined by a majority of votes of the members present and, in the event that voting is equally divided, the person chairing the meeting shall have a casting vote. 22 (5) Subject to subsection (2), the Council may act 22 (5)(a) notwithstanding a vacancy among its members, and 22 (5)(b) notwithstanding that, during the period of two months beginning on the establishment day, all of the ordinary members of the Council may not have been appointed pursuant to section (6) Except as otherwise provided by this Act and any regulations made thereunder, the Council shall regulate its own procedure and business. 22 (7) The Council may perform or exercise any of its functions through or by the Chairperson or any of its ordinary members or any other person or body who, in either case, has been duly authorised by the Council in that behalf. 5.1 Frequency/Quorum and Voting at Meetings There will be at least Quarterly meetings The Quorum will be seven members Each member has one vote with the Chairperson having a casting vote Attendance will be disclosed in the Annual Report and Financial Statements. Non-members may attend at the discretion of the Chairperson Approved by Executive Board on 16 th January 2013 Page 7 of 12

10 5.2 Council Agenda and Papers The Chairperson, supported by the Secretary, is responsible for setting the agenda of the Council. The Chairperson may from time to time consult with other Council members on items to include on the agenda. The agenda with supporting papers should be given to Council members at least five working days in advance, where feasible, of a Council meeting. At the Chairperson s discretion late papers may be added. The standing Council agenda shall include: Approval of minutes from previous meeting, Consideration of matters arising/unresolved items from the previous meeting, Written operational report from the CEO. The standing Council Agenda is contained in Annex 1 detailing the responsibilities and actions to be taken by the Council. Information for the Council should adopt the following principles: All members of the Council should have equal access to information that informs Council decisions. Information should be supplied in a timely and accurate and appropriate manner. The Council shall also have a programme of reports and matters for consideration throughout the year on the agenda. Maintenance of this programme is the responsibility of the Secretary. 5.3 Council communications Day-to-day representation of the Authority regarding operational matters is delegated to the CEO who may subsequently appoint spokespersons for the Authority. The Chairperson shall be the spokesperson for the Council on all other matters. Council members will direct their communication to the Authority via the Chairperson or CEO (or via the Chairperson of the Audit/Finance/Risk Committee in relation to the investigation of matters under that Committee s remit). Members shall observe absolute confidentiality in relation to Council matters. 5.4 Relationship with the Executive Board 16 (4) Council Subject to subsection (3) (b) (ii), the ordinary directors of the Executive Board shall be entitled to attend and be heard at meetings of the Council but shall not be eligible to vote. Members of the Executive Board are entitled to attend and speak but are not entitled to vote at Council meetings. The Executive Board is required to provide services to the Council to enable it to perform its statutory functions. The Executive Board is required to have regard to recommendations made to it by the Council. Approved by Executive Board on 16 th January 2013 Page 8 of 12

11 Annex 1 Council Meeting Agenda Dublin Docklands Development Authority Council Meeting to be held on in the offices of the Authority Standing Agenda 1 Minutes 2 Matters Arising Item Tab 3 Master Plan and Planning Schemes 20 (1)(a)(ii) monitor the implementation of the master plan 20(1)(a)(iii) modify the plan as council considers appropriate given circumstances that may arise after the plan is prepared or updated 4 Communication Minister 20 (1)(e) make recommendations to government ministers re the authority functions, financing or any other matter relevant to the performance of said functions Executive Board 20 (1) make recommendations to the Executive Board in relation to 20 (1)(c)(i) implementation of the master plan, including recommendations and priorities for expenditure and the work programme of the Authority 20 (1)(c)(ii) general staff requirements 20 (1)(c)(iii) general promotion of the authority and area and organisation of events and other promotion activities 20 (1)(c)(iv) arrangements for liaison and coordination between the authority, statutory bodies and organisations with an interest in people living, working or doing business in the area 5 Report from Community Liaison Committee 6 Any Other Business Extract from Suite Best Practice Approved by Executive Board on 16 th January 2013 Page 9 of 12

12 Annex 2 Relevant Extracts from Dublin Docklands Development Authority Act 1997, as amended 16 (6) Council The ordinary members of the Council shall be appointed by the Minister as follows 16 (6)(a)(i) one member shall be so appointed from among the officers of the Minister who are established civil servants for the purposes of the Civil Service Regulation Act, 1956, 16 (6)(a)(ii) one member shall be so appointed from among the officers of the Minister for Arts, Culture and the Gaeltacht who are established civil servants for the purposes of the Civil Service Regulation Act, 1956, 16 (6)(b) one nominee of each of the following, namely-- (i) Coras Iompair Éireann, (ii) Bord Gáis Éireann, and (iii) the electricity Supply Board, shall be so appointed, 16 (6)(c) the Dublin City Manager or an officer of Dublin Corporation nominated by the Manager shall be so appointed, 16 (6)(d) five members of Dublin City Council, nominated by that Council, being members elected to that Council from electoral areas which are included in, or any part of which is included in, the Dublin Docklands Area, shall be so appointed, 16 (6)(e) the Chief Executive of Dublin Port Company or an officer of that company nominated by the Chief Executive shall be so appointed, 16 (6)(f) the Director of the Dublin Transportation Office or an officer of that Office nominated by the Director shall be so appointed, 16 (6)(g) not less than two members shall be so appointed from among persons selected by the organisations which for the time being stand prescribed under each paragraph of subsection (5), subject to eight persons being appointed in all, 16 (6)(h) four other persons, who, in the opinion of the Minister, have wide experience in relation to industrial, commercial, financial, employment, environmental or transport matters, local government, community development, training, education, administration or urban economics shall be appointed by the Minister. 16 (8)(a) In making nominations to the Minister for the purposes of subsection (6)(d) or in selecting candidates for appointment by the Minister pursuant to subsection (7), the Dublin City Council or the organisations prescribed under a particular paragraph of subsection (5), as the case may be, shall make such nominations or selections subject to such directives as may be issued by the Minister from time to time, including directives relating to an appropriate gender balance. 16 (8)(b) In considering persons for appointment under subsection (6)(h), the Minister shall have regard to any directives referred to in paragraph (a). 16 (9) Subject to subsection (11), in the case of an appointment pursuant to subsection (6)(g) the Minister shall not appoint a person to be an ordinary member of the Council unless the person was among those selected pursuant to a request under subsection (7) in relation to that appointment. 16 (10) Notwithstanding subsection (7) or (9) 16 (10)(a) if the appropriate organisations prescribed under a particular paragraph of subsection (5) refuse or fail to select any candidate pursuant to a particular request under subsection (7), or Approved by Executive Board on 16 th January 2013 Page 10 of 12

13 16 (10)(b) if the Minister decides not to appoint as an ordinary member of the Council any of the candidates selected by such organisations pursuant to the request, then either 16 (10)(b)(i) the Minister shall appoint as an ordinary member of the Council a person who was among those selected by such organisations pursuant to a previous request (if any) under that subsection in relation to that appointment, or 16 (10)(b)(ii) the Minister shall make a further such request and shall appoint as an ordinary member of the Council a person who was among those selected pursuant to that request or pursuant to another such request made in relation to that appointment. 16 (11) Where a request is made pursuant to subsection (7), failure or refusal by any or all of the organisations of whom the request is made to select the number of candidates specified in the request shall not preclude the appointment as an ordinary member of the Council of a person who was selected in relation to that appointment either by any of the aforesaid organisations or any other organisation. 16 (12)(a) Subject to paragraph (b), an ordinary member of the Council shall be appointed for such term (not exceeding five years) as shall be specified by the Minister when appointing that ordinary member and an ordinary member of the Council whose term of office expires by the effluxion of time shall be eligible for re-appointment. 16 (12)(b) Where an ordinary member of the Council appointed under subsection (6)(d) ceases to be a member of Dublin City Council during the term of office specified by the Minister under paragraph (a) in relation to that ordinary member, the person's appointment under subsection (6)(d) shall be terminated with effect from the date on which the person so ceases to be a member of Dublin City Council. 16 (13) An ordinary member of the Council shall be paid, out of moneys at the disposal of the Authority, such allowances for expenses as the Minister, with the consent of the Minister for Finance, determines. 16 (16)(a) An ordinary member of the Council may resign from office by letter addressed to the Minister and the resignation shall take effect from the date of the receipt of the letter by the Minister. 16 (16)(b) The Minister may remove from office an ordinary member of the Council if, in the opinion of the Minister, the ordinary member has become incapable through ill-health of effectively performing the duties of an ordinary member, or for stated misbehaviour, or if the removal appears to the Minister to be necessary or desirable for the effective performance by the Council of its functions and, in case an ordinary member of the Council is removed from office under this paragraph, the Minister shall cause to be laid before each House of the Oireachtas a statement in writing of the reasons for the removal. 20 (1) Functions of For the purposes of section 18, the Council shall Council 20 (1)(a)(i) in accordance with section 24, arrange for the preparation of, and adopt, a master plan for the Dublin Docklands Area, and review and update the plan at least once in every five years, 20 (1)(a)(ii) monitor the implementation of the plan; 20(1)(a)(iii) apart from any review referred to in subparagraph (i), from time to time make such modifications to the plan (not being modifications that would substantially alter the nature of the plan) as it considers appropriate having regard to any circumstances that may arise subsequent to the plan being prepared or being last updated under subparagraph (i); Approved by Executive Board on 16 th January 2013 Page 11 of 12

14 20 (1)(b) where appropriate, submit to the Minister, in accordance with section 25, a planning scheme or schemes for the Custom House Docks Area, or any part thereof, and any other area specified for that purpose by order under section 25 (1)(a); 20 (1) (c) make, from time to time, such recommendations to the Executive Board as it considers appropriate in relation to 20 (1)(c)(i) the implementation of the master plan, including recommendations as to priorities for expenditure and priorities for different elements of the work programme of the Authority, 20 (1)(c)(ii) the general staff requirements of the Authority, but excluding making recommendations concerning decisions in relation to particular posts, individual employees, pay, grading and conditions, 20 (1)(c)(iii) the promotion generally by the Authority of the Dublin Docklands Area, and the organisation of events or other activities for that purpose, 20 (1)(c)(iv) arrangements for liaison and co-ordination between the Authority, statutory bodies with an interest in the Dublin Docklands Area and organisations representing the interests of persons living, working or carrying on business in the Area, or any part thereof; 20 (1)(d) review existing or proposed activities of the statutory bodies and organisations referred to in paragraph (c)(iv) by reference to the master plan and make such recommendations as it considers appropriate to any of those bodies and organisations with a view to ensuring consistency between the activities themselves, and between them and the master plan adopted under section 24 ; 20 (1)(e) make, from time to time, such recommendations as it considers appropriate to the Minister, or to any other Minister of the Government, in relation to the functions of the Authority and its financing, the assignment to the Authority of additional functions, or any other matter which, in the opinion of the Council, is relevant to the effective performance by the Authority of its functions. 20 (2) The Council shall be entitled to be informed at each of its meetings about the work of the Executive Board, provided that disclosure of such information shall not be in breach of section 40. Approved by Executive Board on 16 th January 2013 Page 12 of 12