FSAI Board Meeting Minutes 26th March 2024

26th March 2024 at 10.00am 
Via MS Teams 

Present

• Ms Ann Horan (AH) (Chair)
• Mr Patrick Knight (PK) 
• Ms Mary Cullen (MC)
• Prof Martin Cormican (P. MC) 
• Ms Eilis O’Brien (EOB) 
• Ms Lisa Manselli (LM) 
• Dr Cliodhna Foley-Nolan (CFN)  

In attendance

• Dr Pamela Byrne (PB), Chief Executive
• Mr Kevin Roantree (KR), Board Secretary 
• Ms Michelle Minihan, (MM) Director of Audit, Incidents, and Investigations
• Ms Gill McNamara (GMcN) Programme Manager, FSAI (Item 6.1 only) 
• Ms Emma Reinhardt, (ER) HR Manager FSAI (Item 7.2 only) 
• Mr Joe McQuaid, Finance Manager (items, 8.1,8.2,8.7,8.10)
• Ms Gail Carroll, Director of Regulatory Affairs and compliance building (Item 8.3 only) 
• Ms Fiona Dwyer (FD), PA to Director of Corporate Affairs 

Apologies    

• Mr Gerard McCurdy (GMcC) 
• Prof Francis Butler (FB) 

The Chair welcomed attendees to the meeting.  As previously agreed, Michelle Minihan, Director of Audit, Incidents and Investigations was invited to join the full meeting as an observer, as part of the Board initiative designed to help Board and SLT members get to know one another better and gain a deeper understanding of their respective roles. 

The Chair noted apologies from Mr Gery McCurdy and Prof Francis Butler.  

The Chair reflected the recent passing of Prof Mike Gibney, former Chair of the FSAI Board.  The Board discussed the significant contribution of Prof Gibney to food safety during his time as Chair of the Board and throughout his exemplary career. 

Action: It was agreed that the Chair would write to Prof Gibney’s wife, Jo, on behalf of the Board, expressing their sympathies and appreciation for the contribution of Prof Gibney to the work of the Authority.  
The Chair drew attention to the output document from Frank Munnelly’s workshop last October which was circulated to Board and SLT members.  A hard copy of the slides was circulated to each member present at the Board meeting as a reminder of our good intentions in relation to team behaviours.

The Chair gave an overview of the agenda. She advised that four FSAI staff members will join today’s meeting, as follows:

(i)    Gill McNamara to provide an update on strategy development, the forthcoming strategy workshop on 28th April 2024, and the plan for the Board/SLT Strategy session scheduled for 21st May 2024;
(ii)    Emma Reinhardt to present on the work of the Innovation Group;
(iii)    Joe McQuaid for the finance and governance agenda items 8.1, 8.2, 8.7 and 8.10; 
(iv)    Gail Carroll for the discussion on the appointment of the Chair of the Food Safety Consultative Council. 

1. Disclosure of Interests

There were no disclosures made by the Board. 

2. Minutes of the last meeting: 30th January 2024

The Board approved the minutes of 30th January 2024 as tabled subject to the inclusion of minor additional corrections received from P.MC. 

3. Matters Arising

KR provided an update on open actions from the minutes of the 30th January 2024.

Actions update: 

1.    The FSAI has committed to developing a People Strategy which will incorporate this action. As this strategy will incorporate the information requested on FSAI recruitment and retirement processes this item will be closed off from the action list. 
2.    ER will present to the Board on the work of the Innovation Group at today’s Board meeting. Action closed.
3.    The FSAI Values Framework is tabled at today’s Board meeting. Action closed. 
4.    A presentation on the FSAI’s approach to the environment, climate and sustainability will be provided at the May 2024 Board meeting. 
5.    The report on the evaluation of blended working will be tabled at the May Board meeting.   
6.    Vanessa Cooling will join a Board meeting when the “Albania Lessons Learned report” has been completed.  
7.    Risk 1 was reviewed and is addressed in the Risk and Opportunities Register tabled at today’s meeting. Action closed. 
8.    The cyber security risk was reviewed and is addressed in the Risk and Opportunities Register tabled at today’s meeting. Action closed.
9.    The CEO reported to the ARC on the transfer of LAVS at their meeting on 11th March 2024. Action closed.
10.    A Board/SLT strategy session has been arranged for 21st May 2024. Action closed.
11.    The Chair, BK, PB, KR met on the Board skills assessment. Action closed.
12.    P.MC has reverted to FB on his query in relation to dioxins. Action closed. 
13.    The Chair and Board Secretary met to review the Board Effectiveness survey results and this item will be discussed further at today’s meeting. Action Closed. 
14.    Board members to sign a “Bring your Own Device Policy”.  FSAI plan to implement a Board App by the end of Q4 2024.  Action closed.
15.    OP/PDA finalised with the Board and sent to the DoH for comment. Action closed.

4. CEO Report 

The Chair thanked the CEO for a comprehensive report and advised that the document would be taken as read.  She thanked Board members for submitting questions on the report in advance.   The CEO responded to the comments and questions received on the following aspects of her report:

Periodic Critical Review

The CEO advised that a tender has been developed by the DoH for the Periodic Critical Review (PCR) of the FSAI.  The tender is due to be posted on 8 April 2024 and will be provided via a framework, with an expected timeframe of two weeks for the selection of a service provider. The PCR is expected to commence in May 2024.

The Board noted the challenges of having the PCR commence in May, as this coincides with the end of the new strategy development process.  

LAVS

The CEO provided an update on the transfer of the Local Authority Veterinary Services (LAVS) to Department of Agriculture, Food and the Marine (DAFM). 

Food Contact Materials 

In response to the request for additional information on Food Contact Materials (FCM) the CEO informed the Board that FCM are any materials that come into contact with food. The term includes food packaging, but also all materials of food processing equipment, etc. FCM are of relevance to food safety as they have the potential to contaminate food through the transfer of substances from the FCM into the food. There is a complex legal framework at EU level to regulate this issue, including in some cases Commission authorisation of permitted substances that have been evaluated by the European Food Safety Authority. The legislation on FCM is ‘food legislation’ under the FSAI Act, meaning that it is within FSAI’s remit to enforce via the service contracts. The CEO updated the Board on the inter-Departmental discussion on moving responsibility at national level for policy and legislation on the topic from DAFM to DoH.

Critical Entities Resilience Directive (CERD)

The CEO informed the Board that CERD legislation arose from the Covid 19 pandemic and the realisation of the need to assess the resilience of critical entities including those related to food and food safety. FSAI have been identified as a competent authority within the directive and this will require amendment to the FSAI Act.  
The Board noted that this is a significant additional area of work for the FSAI, and as such, FSAI should ensure that the additional resources needed are sanctioned by DoH in order to oversee this work, as well as having clarity from DoH on their expectations in this regard.  

Premises Closure 

The CEO provided an update on the closure of a premises in Cavan due to significant non-compliance.

Action: The Board requested that the Communications team inform the Board in advance of all press releases. 

European Commission Audit 

In response to a question raised by the Board the CEO informed the members that the Commission requested a response to be provided within 25 working days, which corresponds to 25th April 2024. The agreed channel for corresponding on the Commission’s audits will be followed – this is led by FSAI which coordinates the responses of the relevant official agencies (in this case, DAFM and LAs).  
Brexit - UK Border Target Operating Model (BTOM)

The CEO gave an overview of the actions taken to address these risks including, policy advice to government, supporting and overseeing official agency preparation and supporting FBO’s through raising awareness of the requirements and the need to prepare. 

5. Enforcement Orders 

The schedule of recent Enforcement Orders was noted by Board members.    

GMcN joined the meeting.  

6. Strategy and Planning  

6.1  Strategy Development Update 

The Chair expressed her satisfaction with the progress of the strategy development as timelines are on target and engagement is producing high quality output.  She asked GMcN to pass on her compliments to the project team.

The CEO informed the Board that this is the first time that we have taken a project management approach to developing the strategy and she has received a lot of very positive feedback from the expert panel and stakeholders on the process.  

It was agreed that a plain English approach with minimal use of jargon should be taken for the final draft of the strategy documents.  EO’B offered to liaise with GMcN at the final formatting stage of the strategy to provide any assistance necessary. 

Action: P.MC will forward his comments on the paper to FD. 

There was a discussion on the preferred format of the Board and SLT strategy development session which will take place on 21st May 2024.

Action: GMcN will draft a plan for the day and circulate to the Chair for approval. 

LM and PK will attend the next strategy development workshop on 28th March 2024.

The Chair thanked GMcN for attending the meeting. 

 GMcN left the meeting. 

7.0    Board Updates 

7.1    Presentation; Work of the CEO Office 

The CEO gave a presentation on the work of the CEO office and the challenges and opportunities within this area.   This was the fourth presentation in the series of presentations by the members of the Senior Leadership Team and was well received by Board members.

The Board held a 10-minute break.

ER joined the meeting. 

7.2    Presentation; Work of the FSAI Innovation Team 

ER gave an overview of the work of the Innovation Team to date and outlined the plans for the team in the coming year.   

The Chair thanked ER for her presentation and looks forward to an update on the work of the Innovation Team in the future.  A suggestion was made that Innovation be included in the values of the FSAI and ER will raise this with the values committee to consider.

Action: ER to send FD a copy of the Innovation Declaration for circulation to the Board 

ER left the meeting. 

7.3    Draft Values Framework  

Due to time constraints, the document was taken as read and Board members were invited to provide comments in writing. 

Action: It was agreed that FD will post a link to the document and circulate to Board members to track any changes or comments. 

JMcQ joined the meeting.

8.  Corporate Governance 

It was agreed to group the financial matters together and take the agenda items 8.1, 8.2, 8.10 and 8.7 in that order.

8.1 Finance Overview

8.2 Draft Annual Financial Statements (incl Statement of Internal Financial Control)

KR provided an overview of the financial report and the Financial Statements for 2023 including the Statement of Internal Financial Control. 

Action:  JMcQ to amend the financial statements to reflect the correct number of meetings on the PRC in 2023.

8.10 Board Audit committee Update and ARC annual report to Board 

ARC Committee update.

MC gave an update on the last meeting of the ARC held 11th March 2024 which she Chaired in the absence of Gerry McCurdy.  She informed the Board that the meeting was held virtually and was attended by the CEO.  It has been agreed that the CEO will attend two meetings per year. Of the 4 planned meetings two will be virtual and two will be in person in the FSAI offices. 

MC informed the Board that the ARC had received positive reassurance that of the 7 FSAI procurement contracts which had expired, the FSAI remained on track to having all 7 contracts procured, and compliant, before the end of June. The Financial Statements will be amended to reflect the position in June. The audit of the financial statements by DHKN on behalf of the C&AG will commence during the first week in April 2024 and the Board requested that any significant changes to the financial statements be tabled at the May Board meeting. 

MC informed the Board that FSAI’s internal Audit representative attended the meeting and gave an overview of the internal audit carried out on the Statement of Internal Financial Control 2023 and noted that the audit resulted in 2 medium and 1 low rated finding.  Following discussions with the management team it was agreed that it is appropriate to reduce the two medium findings to observations. The ARC held a private session with Mr Ali Shah and MC noted that during this meeting the ARC was informed that BDO plan to take more samples for review before finalising their procurement audit. The procurement audit report will be presented to the ARC meeting in June.

ARC Annual Report to the Board 

The Chair thanked the ARC for their Annual report and also took the opportunity to thank the Committee for the important work that they do throughout the year and employing their skills and expertise to provide assurances to the Board in relation to the Authority’s governance arrangements.

8.7 Risk and Opportunities Register (ROR)

KR gave an overview of changes to the ROR, noting that Risk 1 on the transfer of Local Authority Veterinary Service (LAVS) has reduced in ranking from 20 to 12 in line with the progress made on the transfer of the service to DAFM.  

KR pointed out the addition of a new risk highlighting the risk of a significant finding of non-compliance with data protection legislation.   Following discussion on the ROR at the last ARC meeting it was agreed to include a new risk on overall governance and financial effectiveness which has now been added to the register with a ranking of 6. 

JMcQ left the meeting.

8.4 Results of the Board Effectiveness survey 

The Chair noted that overall, the results of the survey are very positive with only two answers ranking below 4 out of a possible maximum score of 5.  The Board agreed that given the responses to the survey it was clear the Board is working well at present.  MC expressed the view that the positive results of the survey were in part due to the stewardship of the Chair since taking up her position.

Following discussion, it was agreed that the Chair and CEO will request a meeting with DoH to discuss the OA/PDA and the new strategic plan.  Board members expressed the opinion that the holding of regular meetings with the DoH is important to help strengthen the working relationship between the Board and the Department.

Individual questions were discussed, and the Board agreed on the following actions;
Action: Schedule of matters reserved for the Board will be reviewed on an annual basis and added to the Board workplan. 
Action: The Chair and CEO will request a meeting with DoH to discuss the OA/PDA and the new strategic plan.

Action: The mission and vision of the FSAI will be reviewed at the Strategy session of 21 May 2024.
Action: KR and FD will review the induction process. 

GC joined the meeting. 

8.3 Appointment of the Chair of the FSCC

The Chair welcomed GC to the meeting. The Board discussed the FSAI paper on the appointment of Chair to the Food Safety Consultative Council. Board members noted that all 3 candidates proposed had clear strengths to bring to the role of Chair and that the calibre of candidates was very high.  Considering the role of the Council under Section 14 of the Act, the candidate’s submissions, the role of the Scientific Committee and FSAI stakeholder engagement groups, and business needs under the next strategy, Jamie Knox, Keurig Dr Pepper Inc was selected as the preferred candidate. It was agreed that there is a need to further strengthen the Councils formal Governance framework to document more clearly the role of the Chair and the process and criteria for selection of future chairs of the Council.

Action: The Chair will write letters of thanks to all three candidates. 

GC left the meeting.

8.5 Board Skills Assessment 

The Board discussed the results of the recent Board skills assessment.  The Chair noted that the purposes of doing this review were to provide information to assist with filling future board vacancies as well as identifying skills gaps which could be improved through training or other initiatives.  The Board Skills matrix shows in general that we have the knowledge, skills and experience that we need. 

Some of the areas where we might look to further develop are:  10. IT / digital and cyber security, 11. Emerging technologies, including AI and possibly 22. Agri-food policy.  

It was agreed that as we have legal experience within the FSAI, and the services of an in-house consultant, additional legal experience while desirable, is not necessarily required on the Board. 

Action: The CEO will provide a presentation on Agri-Food Policy.  ER will keep the Board posted to attend the workshop on AI planned with DPER (date to be agreed). FD will notify the Board when eLearning training modules on The Role of FSAI & Official Controls & Food Safety Culture Module are available on the FSAI website. 

8.6 Draft Code of Conduct for the Board of the FSAI

Action: The Board discussed the draft document, and it was agreed that the document will be circulated again so that Board members can send in their comments, which will be tracked, and a revised version will be discussed at the next meeting. 

8.8 Scientific Committee Update

Action: P.MC advised that the Scientific Committee declaration of interest forms for 2023 have been collected and will be submitted to the Chair for review.  

8.9 Performance and Remuneration Committee update

The PRC carried out a performance review of the CEO which was very positive.  

The Committee are working on the process to recruit a new CEO to replace the current CEO when her term in office expires in March 2025.  Bridget Kenna, HR Manager is assisting the Committee and she has been tasked with undertaking a request for tender for an Executive Recruitment company to assist with the search and with drafting a draft schedule for the recruitment process.

Action: The Chair and FD to arrange a date for the next meeting of the PRC. 

8.11 Board Workplan

The Boad reviewed the status of the workplan.

9    AOB 

No items discussed.

10 Private session. 

All FSAI staff left the meeting for a Board private session.  
 
The meeting concluded at 1.15pm

Date of next meeting: 21st May 2024.  MC made her apologies as she is unable to attend the next meeting.  P.MC indicated that he may need to attend remotely but will advise nearer to the date. 
 

FSAI Board Actions: March 2024

There were 12 actions closed from the previous meeting on 30 January 2024 meeting.

To Note: Actions raised by the Board will be placed into the Actions table and remain there until completed (or removed by request of the Chair). Once an action is completed it will be marked as such for one meeting prior to being removed.