Oireachtas Joint and Select Committees

Thursday, 13 October 2016

Joint Oireachtas Committee on Agriculture, Food and the Marine

Issues Surrounding Recent Reappointment of CEO of Horse Racing Ireland

2:30 pm

Dr. Meta Osborne:

I thank the Chairman for the opportunity to appear before the committee today.

My name is Meta Osborne. I am a veterinary surgeon with my practice being predominantly focused on mare reproduction and stud medicine. My husband and I are also thoroughbred breeders and operate a stud farm in County Laois. I have served as a member of the Veterinary Council Of Ireland from 2000 to 2013 and was president of the council from 2005 to 2007. I was appointed to the board of Horse Racing Ireland in December 2013 for a four-year term. I have been a member of the Turf Club since 2005 and was appointed senior steward in December 2015. Following my appointment to the board, I served on the audit committee of the HRI for two years until last December.

I am on record at the board as saying that I thoroughly enjoyed my time on the audit committee. It gave me a fresh perspective on the work of HRI and reassured me that our processes and procedures stood up to scrutiny when audited. This is confirmed by the fact that the annual audit reports by the Comptroller and Auditor General have never been qualified in any respect. The specific formal audit of corporate governance within HRI by our internal auditors, that was carried out most recently in 2015, has never given rise to any significant concerns.

In my experience, both as a board member and audit committee member, I can confirm that the importance of proper corporate governance is recognised within Horse Racing Ireland. Corporate governance is one of those abstract phrases that must be lived to become a reality. We are a diverse board that is comprised of people from a variety of backgrounds. We are here before the committee today because, in the matter under scrutiny, we may not have lived that reality and our processes have been found wanting. We recognise this, and the chairman of the board has already expressed his regrets.

I fully supported a recent request for mandatory training in corporate governance for all board members. At our next board meeting at the end of this month I understand that we are due to have a detailed briefing on the new code of practice for the governance of State bodies from our legal advisers, which I welcome.

I first became aware that there was a process under way regarding the reappointment of the CEO when I was asked to attend a meeting of the appointments and remuneration committee on 14 April of this year. I was uncomfortable that the committee had a membership of just two and that the terms of reference had not been updated since the days of the Irish Horseracing Authority. It was explained to me that revision of the terms of reference had been on hold pending the enactment of the new legislation. One of the items on the agenda was the reappointment of the CEO. I felt at that first meeting that I did not have enough time to consider what would be a very important issue for the board. I believed that it was imperative that our processes, procedures and decision-making stood up to the closest scrutiny.

Given the extreme complexity involved, I felt it prudent, as a board member, to invoke my right to seek independent legal advice. I also requested that the committee be expanded to three members and this was sanctioned by the board.

In the light of the reservations I had expressed and pending receipt of the external legal advice, the committee was not in a position to make a recommendation to the board meeting scheduled for 18 April on the reappointment of the chief executive officer. I was given the opportunity to review two legal opinions which had previously been prepared on the legal complexities surrounding the chief executive officer’s contractual history and was happy a third opinion would not change matters.

The remuneration committee, now expanded to three members, subsequently met on three occasions in May and June. After extensive deliberation we were satisfied to recommend to the board the reappointment of the chief executive officer, mindful of the fact that the decision was ultimately one for the board.

The board then met on several occasions to consider the reappointment of the chief executive officer. These meetings involved open and frank discussions, both about the reappointment which I fully supported and the processes involved. Arising from this, the board has put in place robust and detailed procedures to cover management development and succession planning in the organisation and the timings and processes to be adopted in the recruitment and appointment of the next chief executive officer. In particular, I welcome the proposal for the introduction of a performance management and development programme for senior executives within HRI.

I am absolutely satisfied that there has been no wrongdoing and no bad intent throughout the process. As a vet, my training has taught me to look at the reasons a problem has developed. More importantly in the here and now, it has taught me to carry out a clinical examination and formulate a treatment plan to make the sick foal better or to help the barren mare go into foal. The priority for me is the patient and its prognosis. We ask about what happened previously in order that we can learn for the future. There were problems with the process for reappointing the chief executive officer of HRI, but lessons have been learned. I believe the prognosis for the patient is excellent. It is a robust board and we will be stronger because of what we have been through.

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