Catherine Murphy Siteserv PQ Summary

Parliamentary Questions by Catherine Murphy TD concerning the sale of Siteserv ltd.

Ref/ Sequence Date Summary

48159/14

1 16 Dec 2014 Asked the Minister if he was satisfied that IBRC acted in the

best financial interest of the State, if he was aware of higher bids, if he sought satisfactory answers as to why; if he questioned why same legal rep acted for seller and purchaser.

Minister stated that IBRC operated “at arm’s length” and “it was a matter for the board” [of IBRC].

He did not answer if he was aware of any higher bids.

He said he was aware that KPMG and Davy ran a joint sales process to sell Siteserv.

He did not answer the question about the same legal representative acting for purchaser and seller.

He did not answer the question about whether he investigated the sale of the Siteserv.

He stated that he was advised that the Board of IBRC were satisfied that the sale represented the best return for IBRC.

48755/14

2 17th Dec 2014 Minster was asked to provide an itemised list of all

disposals made by IBRC including detailed information about each. PQ applied to sales both before and after appointment of Special Liquidators

Minister replied that info relating to disposals was commercially sensitive. He included a link to the progress report of the Special Liquidators.

4700/15

3

4th Feb 2015 Minister was asked, further to PQ 48159/14, why he did not query the reason why such a large loss to the State occurred in the Siteserv transaction.

Minister repeated that the sale was entirely a matter for the IBRC board.

He indicated that the sale of Siteserv did not meet the financial thresholds which would trigger mandatory consultation with the Dept Finance.

He did NOT inform the Deputy that a new relationship framework was put in place days after the Siteserv deal, under which the deal would have triggered mandatory consultation.


He did NOT indicate that any review had taken place into the transaction.

He did NOT indicate that several meetings had taken place with IBRC officials, including one he attended himself, because of deep Departmental concerns about the sale.

He did NOT indicate that the Department had, as a direct result of the Siteserv deal, seconded a person in IBRC to provide more oversight.

8718/15

4

26th Feb 2015 Minister was asked for a copy of the Relationship Framework including the precise financial thresholds that would trigger mandatory consultation.

Minister provided a link to the Relationship Framework.

Clarifies that an impact of €100m on equity of the Bank is the threshold

9582/15

5

4th March 2015 Minister was asked, further to PQ 4700/15, why he stated that the sale of Siteserv did not result in mandatory consultation when it reportedly resulted in a net loss of over €100m; which he subsequently said was the threshold which would trigger such consultation.

Minister finally clarifies that the Relationship Framework was only put in place on 29th March 2015, 14 days AFTER the sale of Siteserv on 15th March.

The previous Relationship Framework was one that was in effect from the 8th July 2009 and had no such thresholds.

10566/15

6

10th March 2015 Minister was asked what consultation took place in advance of the introduction of the new Relationship Framework. What set of circumstances led to the introduction of the new Relationship Framework.

Minister replied to state that RF’s were required under the EU IMF Bailout.

It followed considerable interaction with management of IBRC.


10967/15

7

12th March 2015 Minister was asked if he was aware that the sale of Siteserv included a portion of the sale price that was to be directed to shareholders (reportedly €5m), that several board members profited substantially personally from this deal.

For first time, Minister admits that “following receipt of critical representations” the Department inquired about the transaction involving Siteserv.

Admits that a review took place into the transaction.

Admits that the review raised concerns about the quality of some the decisions being taken; including that a payment had been made to shareholders.

Admitted to having had a meeting with the Chair and CEO of IBRC and that they confirmed that the transaction was handled in the best possible manner to protect the State’s interest.

10965/15

8

12th March 2015 Minister was asked when the Commission advised on the necessity of having a relationship framework in place and to what timeframe.

Minister replied that these were agreed under the 3rd IMF/EU bailout review of September 2011

RF’s with 6 banks were put in place on 30th March 2012.

12628/15

9

26th March 2015 Minister asked if he could confirm that higher offers were turned down during the sale process for Siteserv; if he was aware that if another, higher offer had been accepted it would have delayed the sale to the point that the new relationship framework would be in effect.

Minister confirms that representations were made by an unsuccessful bidder to the Dept

Confirms that the transaction involving Siteserv was run by Siteserv and its advisors.

Admits that the review undertaken by his Department discovered that a higher bid for Siteserv was received AFTER an exclusivity agreement had been entered into with Millington.


12546/15 12621/15

10 11

26th March 2015 Minister asked to list all meetings with IBRC regarding Siteserv and to release minutes and correspondence relating to same. Minister also asked if €10m credit facility was extended to Siteserv in advance of its sale.

Replies repeating the dates of meetings he had previously informed about.

States that records, minutes, correspondence are subject to an FOI request.

Reiterates that he directly told IBRC management that he was concerned about decision to let the sale process to be led by advisors of Siteserv; the decision to exclude trade buyers; the timing of exclusivity and the payment to shareholders.

Replies that he is unable to comment on the €10m credit facility as it was not typical that this information would be disclosed under the relationship framework

13119/15

12

1st April 2015 Minister asked for detailed account of dialogue that took place between IBRC and Dept in advance of introduction of the relationship framework, including all correspondence.

Information is subject to an FOI request and a decision will be taken shortly on releasing said records.

13118/15

13

1st April 2015 Minister asked to outline process which resulted in him being convinced that the sale of Siteserv represented the best outcome to the State’s interest; the number of bids received in both rounds; tender details, ranking of bids etc.

Admits that 50 candidates were identified and ultimately 8 bids shortlisted

Stated that by the time of the meeting between John Moran and IBRC in August 2012 “no further action could be taken” despite the serious departmental concerns about the process.

Admits that a Dept Finance official was placed on secondment to IBRC with a view of maximising recovery for the taxpayer in IRBC transactions.

15105/15

14

16th April 2015 Minister asked to state why secondment was made to IBRC; if this secondment was effectively an indication that he was not satisfied with the decisions being taken by IBRC senior management contrary to his numerous previous statements

Replied with a list of responsibilities the seconded person undertook while at IBRC


Restated his position regarding the obligations under the 2009 relationship framework

15107/15

15

16th April 2015 Minister asked to make available copies of all reports and findings made by person seconded to IBRC during his time there; if his remit extended to transactions prior to his appointment.

Replied with a list of responsibilities the seconded person undertook while at IBRC

Seconded person was not party to planning or preparation of ultimate liquidation in Feb 2013

Department has no records of any transactions which seconded person worked on as these were matters for IBRC at that time

15708/15

16

21st April 2015 Minister asked directly for the number of bids which were received during the first round of the sale of Siteserv and if the successful bidder was among them.

8 bids were received

“While there is evidence that certain bid amounts may have changed during the process, there is no record that officials in my Department were furnished with the names of the 8 bidders, the amounts which each bidder submitted in the first round or in the second round, nor the reasons behind any changes in bid amounts which may have occurred, so I am unable to comment further.”

15637/15

17

21st April 2015 Minister asked if his concerns about the quality of decision making at IBRC extended to the possible triple conflict of interest of a staff member there with respect to the accounts this person managed who may have also been parties to the Sitserv transaction

“I am not aware of and there are no records which suggest that there were any concerns with the person referred to in the question or of any potential conflicts of interest that existed in his role in IBRC. Therefore, I am unable to comment further on this matter.”


15583/15

18

21st April 2015 Minister asked if the person seconded to IBRC from the Department ever reported any concerns about a staff member working at IBRC, particularly in relation to transaction(s) involving Boundary Capital.

“I have been advised that the senior official from my Department who was seconded to IBRC (who commenced his role in October 2012) did not raise any concerns relating to the person referred to in the question. I am further advised that the senior official from my Department who was seconded to IBRC was not involved in any discussions for or on behalf of IBRC in relation to transactions relating to Boundary Capital or with Boundary Capital.”

16128/15

19

23rd April 2015 Minister asked about the closed process of the disposal of Siteserv and EU competition and state aid rules

“There are no records on file with the Department of Finance from the European Commission around the transaction involving the company referred to in the question.”

16123/15

20

23rd April 2015 Minister asked if strained relationship between IBRC and Department had any bearing on decision to liquidate IBRC

“The relationship with the management of IBRC did not drive these strategic objectives, nor the decision making process surrounding the formulation, design and structuring of the Promissory Note transaction and liquidation of IBRC.”

16661/15

21

28th April 2015 Minister asked if he took the clear advice of his officials to conduct an independent review of the Siteserv transaction and to share the findings of same

“In light of the level of assurances I received from the Chairman that this transaction had been properly considered by the IBRC Board, assurances which I accepted, an independent review into the transaction did not take place.”

16660/15

22

28th April 2015 Minister asked why voiced such strong support for the management of IBRC during debate on the liquidation of same when his Department clearly had major concerns for some time about the quality of the decisions they were taking

“My statement about the Board, management and


staff of IBRC reflected the position at that time.”

166659/15

23

28th April 2015 Minister asked to release findings of Central Bank investigation into Siteserv transaction

“there is no record of my Department being furnished with a copy of this report undertaken by the Central Bank into the sale of the company referred to in the question and therefore I am not in a position to release the report”

16657/15 16658/15

24 25

28th April 2015 Minister asked why refused to state categorically in the first PQ asked on this matter in December if he himself was satisfied with the sale of Siteserv and if he viewed this is evasive; also asked why he has failed to state his own view of the transaction thus far

“I must rely on the fiduciary responsibility of the IBRC Board and the explicit assurances provided to me by the Chairman of the Board that this transaction was done in the best possible interests of the State. It is completely reasonable that I state that I was satisfied with the Board's assurances that the concerns raised had been dealt with in a manner that gave the Board no cause for concern.”

16656/15

26

28th April 2015 Minister asked to elaborate on what precisely his Department officials described as poor management at IBRC and if these concerns centred on any one individual there

Referred to page 7 of document 8 at DoF website http://www.finance.gov.ie/news-centre/press-releases/ibrc-foi-documents

“The aggregate of these concerns could fairly be described as a broader concern regarding effective corporate governance and effective communication with IBRC. It is well understood that the Department's engagement was primarily with IBRC's senior executives and Chairman. As a result, any concerns would have been raised with those individuals. However, it would be inappropriate to assume that concerns regarding governance and information sharing could be construed as concerns with individuals themselves.”

http://www.finance.gov.ie/news-centre/press-releases/ibrc-foi-documents



16655/15 16751/15

27 28

28th April 2015 Minister asked to share the details of other large transactions his Department had concerns about including write-down values etc

Referred to page 7 of document 8 at DoF website http://www.finance.gov.ie/news-centre/press-releases/ibrc-foi-documents

Pointed to the review which has been announced

Ignored the other elements of the question.

16654/15

29

28th April 2015 Minister asked to state reasons why documents released under FOI were so heavily redacted.

“The reason supporting the vast majority of redactions in this instance was that the redacted information was not relevant to the request which had asked specifically for information relating to the sale of Siteserv. Other reasons for redaction as set out by the deciding officer, included that information contained in the records was obtained in confidence and that some records contained commercially sensitive information

17001/15

30

29th April 2015 Minister asked to confirm that no major conflicts of interest exist amongst staff employed or seconded to his Department.

Confirmed all staff in his Department must adhere to Civil Service Code of Standards and Behaviour.

17000/15

31

29th April 2015 Minister asked why the Financial Services Regulator, the Irish Stock Exchange nor the Irish Takeover Panel did not initiate any enquiries into the sale of Siteserv by the Irish Bank Resolution Corporation

All three bodies are independent in their function and there is no record of any correspondence between DoF and any of the bodies concerning Siteserv disposal.

16999/15

32

29th April 2015 Minister asked if he is aware of any meetings between the main shareholders of Siteserv and Denis O’Brien

Not aware of any such meetings which may have taken place.




16998/15

33

29th April 2015 Minister asked if he is aware of any meetings between the senior management of Siteserv and Denis O’Brien; between senior management at IBRC and Denis O’Brien at any stage from 1/1/2011 – disposal of Siteserv.

“Neither I nor officials from my Department were made aware of instances where the person referred to in the question met with Siteserv management between 1 January 2011 up to the time of the eventual sale of the company.”

16996/15 16997/15

34 35

29th April 2015 Minister asked if he was aware whether share sales in Siteserv were bought by senior employees at Davy/KPMG in advance of the sale; Asked for all correspondence held by his Department concerning share sales at Siteserv

“During the Department of Finance review into the sale of Siteserv, it was not brought to the attention of me or officials in my Department that there may have been questionable share trading activity preceeding the sale of Siteserv or that the Irish Stock Exchange had investigated this matter. Neither I nor officials in my Department monitor the share dealing activity in publicly traded companies, including Siteserv.”

“Neither I nor officials in my Department hold a record of the list of shareholders who benefitted from the sale of Siteserv in 2012 other than the partial summary of the top 10 shareholders of Siteserv as at December 9, 2011, already released under Freedom of Information.”


16995/15

36

29th April 2015 Minister asked to confirm that the primary Davy CF advisor to the Siteserv sale now heads the Shareholder Management Unit of the Department of Finance and if this represents a conflict of interest

I can confirm that the person referred to in the question who was primary advisor at Davy Corporate Finance to Siteserv during its sales process in 2012 is now Head of the Shareholding Management Unit in my Department. He began his current employment on 6th November 2013.

Prior to taking up his current employment, the person referred to in the question declared a conflict of interest existed on the Siteserv transaction which he advised on while in his previous employment. Given this conflict of interest, and in keeping with Department of Finance and NTMA policy, the person referred to in the question has not been involved in any way with any issues on the Siteserv transaction, this includes approving parliamentary questions, reviewing freedom of information requests and all internal discussions on this matter.

I would like to clarify that Davy Corporate Finance, in conjunction with KPMG Corporate Finance, were advising Siteserv exclusively. Davy Corporate Finance were not advising the person whose details were also referred to in the question as a bidder for Siteserv. Officials in my Department received correspondence from Davy confirming the same.

Given what I have already outlined, I do not believe there exists a conflict of interest on these matters.

17176/15

37

30th April 2015 Minister asked if the process surrounding the Siteserv bid was unusual in that the winning bid matched the bid requirements precisely without any apparent due diligence

No evidence brought to Department attention that the winning bid was presented as matching precisely the requirements of the seller

17175/15

38

30th April 2015 Minister asked to disclose and release all dialogue between DoF and European Commission concerning appointment of Special Liquidator at IBRC

“There was no specific dialogue between my Department and the European Commission in relation to the appointment of the Special Liquidator to IBRC”


17174/15

39

30th April 2015 Minister asked to disclose and release all dialogue between DoF and European Commission concerning the quality of decision making at IBRC

“Neither I nor officials from my Department are aware of any specific concerns being raised with the European Commission regarding the quality of some

of the managerial decisions taken at IBRC.”

17173/15

40

30th April 2015 Minister asked to describe the quality of the relationship between DoF and IBRC prior to Sp. Liquidation; if the relationship had any bearing on the decision to liquidate.

Was a professional working relationship at all times.

Health debate expected.

Advised to seek documentation through FOI

17675/15

41

6th May 2015 Minister asked if IBRC was recovering 100% of the loans of Denis O’Brien; the outstanding loan balances

Was a professional working relationship at all times.

Health debate expected.

Advised to seek documentation through FOI.

17571/15

42

7th May 2015 Minister asked if the strained relationship between the DoF and IBRC was a factor in the early liquidation of same

“The relationship with the management of IBRC was not a contributory factor, nor the decision making process surrounding the formulation, design and structuring of the Promissory Note transaction and liquidation of IBRC.”

17564/15

43

7th May 2015 Minister asked why he stated that Siteserv was discussed at an August 2012 meeting with Chair and CEO when CEO disputes this.

Provided the records which list Siteserv as a topic for discussion at said meeting

Never was and never would be Minster’s intention to mislead Dail Eireann

20468/15

44

26th May 2015 To ask the Minister if the review into IBRC transactions will cover the sale of Blue Ocean Associates and Topaz

Restated the terms of the present investigation


20262/15

45

26th May 2015 To ask the Minister if any borrowers of IBRC were offered or given discounts as an incentive to re-finance their loans elsewhere

“The Special Liquidators have confirmed to me that no borrowers were offered discounts on their loans as an incentive to refinance their loans elsewhere.”

20259/15 20260/15 20261/15

46 47 48

26th May 2015 To ask the Minister if he is aware of any verbal agreement between Denis O’Brien and the CEO of IBRC regarding his loan payments; aware of any such agreement which was never put to the Credit Committee of IBRC; if Denis O’Brien ever wrote to the present Special Liquidator seeking changes in his loans

“I am advised by the Special Liquidators that they are not in a position to comment on individual borrowers. The requested information is confidential and it would not be appropriate for the Special Liquidators to release such information.”

20258/15

49

26th May 2015 To ask the Minister the amount of money spent by IBRC litigating a case

“Due to commercial confidentiality and sensitivities, and also solicitor/client confidentiality, the Special Liquidators do not propose to provide details of monies spent in litigating the specified case. Furthermore, the Special Liquidators do not comment on individual cases.”


QUESTION NO: 288 (20258/15)

DÁIL QUESTION ad d r essed t o t he Min ist er f o r Fin ance (Dep ut y

Michael Noonan)

b y Dep ut y Cat her in e Murp hy

f o r WRITTEN ANSWER on 26/05/2015

To ask t h e Min ist er f o r Finan ce t h e am oun t o f m oney sp en t ,

t o d at e, b y t h e Ir ish Bank Reso lu t ion Corp o rat ion in lit igat ing

a case (d et ails sup p lied ); and if h e w ill m ake a st at em en t on

t he m at t er .

REPLY.

Due to commercial confidentiality and sensitivities, and also solicitor/client confidentiality,

the Special Liquidators do not propose to provide details of monies spent in litigating the

specified case. Furthermore, the Special Liquidators do not comment on individual cases.


QUESTION NOS: 289,290,291 (20259/15, 20260/15, 20261/15)

DÁIL QUESTIONS ad d r essed t o t h e Min ist er f o r Finance

(Dep ut y Michael Noonan)

b y Dep ut y Cat her in e Murp hy,Cat h er ine Murp hy,Cat her ine

Murp hy


* To ask the Minister for Finance if he is aware of the existence of a verbal agreement between a debtor (details supplied) and the Chief Executive Officer of the Irish Bank Resolution Corporation, which stipulated terms and conditions of loan repayments due to the Corporation; and if he will make a statement on the matter.

- Catherine Murphy T.D.

For WRITTEN answer on Tuesday, 26 May, 2015. * To ask the Minister for Finance if he is aware of an agreement put in place between a debtor and the Irish Bank Resolution Corporation (details supplied), regarding the flexible repayment of that debtors loans, which was never escalated to the Credit Committee of Corporation, as legally required; and if he will make a statement on the matter.


For WRITTEN answer on Tuesday, 26 May, 2015. * To ask the Minister for Finance if he is aware that a debtor to the Irish Bank Resolution Corporation (details supplied) had written to the present Special Liquidator of the Corporation, seeking changes in any of the terms and conditions of that debtor's loans; and if he will make a statement on the matter.


For WRITTEN answer on Tuesday, 26 May, 2015.

REPLY.

I am advised by the Special Liquidators that they are not in a position to comment on

individual borrowers. The requested information is confidential and it would not be

appropriate for the Special Liquidators to release such information.


QUESTION NO: 292 (20262/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he is aw ar e t hat t he Sp ecial

Liq u id at o rs o f t he Ir ish Bank Reso lu t ion Corp o rat ion have

o f f ered o r g iven d iscoun t s t o d eb t o rs, as an incen t ive t o r e -

f inance t heir loans elsew h ere, b ef o re t he sched uled sale o f

said loans, as p ar t o f t he liq u id at ion p rocess; and if he w ill

m ake a st at em en t on t he m at t er .

REPLY.

The Special Liquidators have confirmed to me that no borrowers were offered discounts on

their loans as an incentive to refinance their loans elsewhere.


QUESTION NO: 300 (20468/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if t he review in t o t ransact ions

at t he Ir ish Bank Reso lu t ion Corp o rat ion , t o b e und er t aken b y

KPMG, w ill includ e a r eview o f b o t h t he Blue Ocean Associat es

sale t o a p erson (d et ails sup p lied ), w h ich r esu lt ed in a w r it e -

d ow n o f €64 m illion , and t he sale o f Top az t o a conso r t ium

led b y t he sam e p erson , w h ich also invo lved a sign if ican t

w r it e-d o w n t o t he St at e.

REPLY.

As the Deputy is aware, I have issued directions to the Special Liquidators to perform a

review and produce a report having considered all transactions, activities and management

decisions, other than those relating solely to the acquisition of assets by the National Asset

Management Agency which either:

1. Resulted in a capital loss to IBRC of at least €10 million;

2. Are specifically identified as giving rise to potential public concern in respect of the

ultimate returns to the taxpayer.

The period under review is between the nationalisation of the then Anglo Irish Bank on 21

January 2009 and the Special Liquidation of Irish Bank Resolution Corporation Limited on 7

February 2013.I am advised by the Special Liquidators that they are not yet in a position to

comment on individual transactions that are or are not under review.


QUESTION NO: 27 (17564/15)


Michael Noonan)


f o r ORAL ANSWER on 07/05/2015

To ask t h e Min ist er f o r Finan ce f u r t her t o Par liam en t ar y

Quest ion No . 80 o f 26 March 2015, t he reason , in relat ion t o

h is Dep ar t m en t 's enq u ir ies in t o t he sale o f Sit eserv b y Ir ish

Bank Reso lu t ion Corp o rat ion , he st at ed t hat a f ur t her

m eet ing b et w een t h e f o rm er Secret ary General o f t he

Dep ar t m en t o f Fin ance, and t he t hen Ch ief Execut ive Of f icer

o f t he co rp o rat ion t ook p lace in August 2012, at w h ich t h is

m at t er w as f ur t her d iscussed , w h en it has em erged in t o t he

p ub lic d om ain b y t he Ch ief Execu t ive Of f icer in q uest ion , t hat

t he m at t er w as no t d iscussed at t hat m eet ing (d et ails

sup p lied ); if he d isp ut es t he acco un t p rovid ed b y t he f o rm er

Ch ief Execut ive Of f icer ; if no t , if i t w as h is in t en t ion t o

m islead Dáil Éireann in t h is m at t er ; and if he w ill m ake a

st at em en t on t he m at t er .

REPLY.

A record of the briefing note ahead of the former Secretary General of the Department of

Finance meeting with the then CEO of IBRC in August 2012 shows that Siteserv was one of

a number of topics which was contained in the briefing note.

A further record of an email which outlines outputs from this meeting also exists. The main

output relating to this issue was the agreement to the secondment of a senior Department of

Finance official to IBRC. (These records have been released under FOI and are available on

the Department of Finance website at http://www.finance.gov.ie/news-centre/press-

releases/ibrc-foi-documents.)

This led to a senior Department of Finance official being announced as the Bank's new Head

of Market Solutions on secondment from the Department of Finance, commencing the role on

2 October 2012. Given the banking experience of this person it was decided that he would be

seconded to IBRC to explore opportunities for deleveraging with a view to maximising the

recovery for the taxpayer. This had the additional benefit of providing greater oversight while

supporting the management team.




The responsibilities of the person referred to in the question included:

- Membership of the Bank's Group Executive Committee (GEXCO);

- Membership of the Transaction Review Committee;

- Contribute to the strategic leadership of the Bank;

- Analyse existing investments within the portfolio, critically assess business plans,

operations, management, processes, risks, and opportunities;

- Structure/restructure loans/investments from an optimal financial perspective, negotiate the

structure and preferred terms;

- Identifying and developing deal opportunities with external investors and financiers that

meet the various strategic and financial objectives of the Bank in wind down;

- Build and maintain dialogue with potential investors and counterparties to establish market

opportunities and viable transaction options that assist the Bank meeting its wind down

objectives;

- Engagement will be across private equity funds, credit opportunity funds, real estate funds

and sovereign wealth funds as well as banks and other providers of credit in the European

markets;

- Work with asset recovery teams;

- Appoint brokers/advisors in accordance with the Bank's procurement and compliance

policy;

- Team management, and;

- Lead the execution of transactions and engage with counter parties while involving internal

group functional groups as well as external service providers.

As the Deputy is aware, the former Secretary General of the Department of Finance who

attended this meeting no longer works for the Department of Finance. However, given the

facts outlined above, it should be very clear to the Deputy that it was not, nor never would be,

my intention to mislead Dáil Éireann.


QUESTION NO: 31(17571/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce in view o f t he in f o rm at ion

w h ich has em erged in t o t he p ub lic d om ain r ecen t ly w h ich

d em onst rat es a severely st rain ed relat ionsh ip b et w een h is

Dep ar t m en t and t he sen io r m anagem en t at t h e Ir ish Bank

Reso lu t ion Corp o rat ion in ad vance o f it s sp ecial liq u id at ion , if

he w ill st at e t hat such d if f icu lt ies w er e no t a con t r ib ut o ry

f act o r in t he ear ly w ind ing up o f t he co rp o rat ion in Feb ruary

2013; and if h e w ill m ake a st at em en t on t he m at t er .

REPLY.

There was a professional working relationship between my Department and senior

management of IBRC at all times. Given the issues which the bank was dealing with at the

time, this may not have always led to agreement on certain matters between my Department

and senior management of IBRC, nor should this be expected. I would expect healthy debate

on such matters between the parties involved and expect they would have asked difficult

questions of each other during their interactions given the importance of the decisions being

made.

We should expect professionals to challenge, debate and sometimes disagree with each other

and not shy away from having difficult discussions in pursuing and justifying what they

believe to be the best course of action in whatever issue they are addressing.

The decision to liquidate IBRC and exchange the Promissory Notes was taken with the

expressed purpose of protecting the taxpayer, to end the exposure of the State and the Central

Bank to IBRC, to enable the state to re-establish normalised access to the international debt

markets, to resolve the debt of IBRC to the Central Bank, to restore confidence in the banking

sector more generally and to provide for the orderly wind down of IBRC which was being

supported, at a heavy cost to the State, by the Promissory Notes.

The relationship with the management of IBRC was not a contributory factor, nor the

decision making process surrounding the formulation, design and structuring of the

Promissory Note transaction and liquidation of IBRC.


QUESTION NO: 156 (17657/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he w ill con f irm t hat t he Ir ish

Bank Reso lu t ion Corp o rat ion , up t o t he t im e o f it s liq u id at io n ,

w as r ecover ing 100% o f loans rep aid b y a p erson (d et ails

sup p lied ); w h et her t h is p erson had any out st and ing loan

b alances af t er t he co rp o rat ion w en t in t o liq u id at ion ; if t he

sp ecial liq u id at o r received a 100% rep aym en t o f t hese loans,

o f if t he sp ecial liq u id at o r allow ed t h is p erson t o p urchase

t he loans b ack, at a d iscoun t ; and if he w ill m ake a st at em en t

on t he m at t er .

REPLY.

Neither I nor the Special Liquidators of IBRC are in a position to comment on individual

borrowers. The requested information is confidential and it would not be appropriate for the

Special Liquidators to release such information.


QUESTION NO: 85 (17173/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he w ill d escr ib e t he q ualit y

o f t he w orking relat ionsh ip b et w een h is Dep ar t m en t and t he

sen io r m anagem en t and st af f at t he Ir ish Bank Reso lu t ion

Corp o rat io n , in t he m on t hs lead ing up t o t he ap p o in t m en t o f

a sp ecial liq u id at o r t o sam e; if he w ill r elease all

co r resp ond ence and d ocum en t at ion in t he p er iod f rom t he

sale o f Sit eserv p lc un t il t he ap p o in t m en t o f t he sp ecial

liq u id at o r w h ich ind icat e h is Dep ar t m en t ’s op in ion o r

concern regard ing t he q ualit y o f d ecision m aking b y sen io r

m anagem en t ; if he w ill p rovid e all d ocum en t at ion and

co r resp ond ence concern ing t he even t ual ap p o in t m en t o f a

sp ecial liq u id at o r ; and if h e w ill m ake a st at em en t on t he

m at t er .

REPLY.

There was a professional working relationship between my Department and senior

management of IBRC at all times. Given the issues which the bank was dealing with at the

time, this may not have always led to agreement on certain matters between my Department

and senior management of IBRC, nor should this be expected. I would expect healthy debate

on such matters between the parties involved and expect they would have asked difficult

questions of each other during their interactions given the importance of the decisions being

made.

We should expect professionals to challenge, debate and sometimes disagree with each other

and not shy away from having difficult discussions in pursuing and justifying what they

believe to be the best course of action in whatever issue they are addressing.

In relation to your request for documentation and correspondence, I would suggest that the

Deputy seek the release of these documents under a Freedom of Information request.


QUESTION NO: 86 (17174/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce t h e d ialogue h is Dep ar t m en t

had w it h t he Europ ean Com m ission regard ing it s concerns as

t o t he q ualit y o f som e o f t he m anager ial d ecisions at t h e Ir ish

Bank Reso lu t ion Corp o rat ion ; if he w ill r elease all

d ocum en t at ion and co r resp ond ence concern ing sam e; and if

he w ill m ake a st at em en t on t he m at t er .

REPLY.

Neither I nor officials from my Department are aware of any specific concerns being raised

with the European Commission regarding the quality of some of the managerial decisions

taken at IBRC.


QUESTION NO: 87 (17175/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce t h e d ialogue h is Dep ar t m en t

had w it h t he Europ ean Com m ission regard ing t he

ap p o in t m en t o f a sp ecial liq u id at o r t o t he Ir ish Bank

Reso lu t ion Corp o rat ion ; if he w ill r elease all d ocum en t at ion

and co r resp ond ence concern ing sam e; and if he w ill m ake a


REPLY.

There was no specific dialogue between my Department and the European Commission in

relation to the appointment of the Special Liquidator to IBRC given the scale and sensitivity

of that decision. It should be noted however that the European Commission, as part of the

Troika, were involved in discussions regarding the restructuring of the Promissory Notes

generally in the period leading up to the agreement with the European Central Bank in

February 2013.


QUESTION NO: 88 (17176/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he o r any o f h is o f f icials

exp ressed any concerns regard in g t he f act t hat t he w inn ing

b id p r esen t ed d ur ing t he sale p ro cess o f Sit eserv p lc w as

ap p aren t ly p r esen t ed as m at ch ing t he p recise req u ir em en t s

o f t he seller , in t h is case w it hout any p r io r engagem en t b y

said b id d er w it h t he sale p rocess; h is view s t hat such a

concise b id is unusual, and r aises som e concerns r egard ing

t he ext en t o f in f o rm at ion w h ich cou ld p o t en t ially have b een

m ad e availab le d ur ing t he sale p r ocess; if he w ill p ub lish all

concerns exp r essed b y Dep ar t m en t o f f icials regard ing t he

sale p rocess, w it h p ar t icu lar r ef er ence t o t he f o rego ing

elem en t o f t he sale; and if he w ill m ake a st at em en t on t he

m at t er .

REPLY.

Upon the receipt of critical representations following the transaction, Department of Finance

officials inquired about the transaction with IBRC management as part of their regular

engagement. Following initial discussions, they agreed with IBRC's Chairman and CEO (on

31 May 2012) that they would review the available information on the transaction involving

Siteserv in greater detail to better understand the decisions taken and the impact these

decisions had on the process and the final recovery for the bank.

This review by Department of Finance officials took place on 11 June 2012. Through this

review, Department of Finance officials became concerned with certain aspects of the

transaction, which were set out in the memo's and briefing notes that have been released

under recent Freedom of Information requests and which are available on the Department of

Finance website at http://www.finance.gov.ie/news-centre/press-releases/ibrc-foi-documents.

These documents include all concerns which my Department expressed regarding the sale

process.



From these records, there is no evidence that it was brought to the attention of my officials

that the winning bid to purchase Siteserv was apparently presented as matching the precise

requirements of the seller.


QUESTION NO: 59 (16995/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he w ill con f irm t hat t he

p r im ary ad viso r at Davy Corp o rat e Finan ce (d et ails sup p lied )

w it h resp onsib ilit y f o r t he 2012 Sit eserv sale, w ho w as also

resp onsib le f o r m anaging t he co r p o rat e f inance r elat ionsh ip

o f an in t erest ed p ar t y at t hat t im e (d et ails sup p lied ), w as

sub seq uen t ly h ired b y h is Dep ar t m en t t o oversee t h e

Shareho ld er Managem en t Un it , w h ich had resp onsib ilit y f o r

Dep ar t m en t al enq u ir ies in t o t he Sit eser v t ransact ion

t h roughout t he 2012 / 2013 p er io d ; t he d at es at w h ich t h is

p erson b egan em p loym en t in said ro le; if he consid ers t her e

t o b e a m ajo r con f lict o f in t er est ap p aren t in resp ect o f sam e;

and if he w ill m ake a st at em en t o n t he m at t er .

REPLY.

I can confirm that the person referred to in the question who was primary advisor at Davy

Corporate Finance to Siteserv during its sales process in 2012 is now Head of the

Shareholding Management Unit in my Department.

This person was recruited through competition by the National Treasury Management

Agency. He is employed by the National Treasury Management Agency and is on

secondment to the Department of Finance.

He began his current employment on 6th November 2013.

Prior to taking up his current employment, the person referred to in the question declared a

conflict of interest existed on the Siteserv transaction which he advised on while in his

previous employment. Given this conflict of interest, and in keeping with Department of

Finance and NTMA policy, the person referred to in the question has not been involved in

any way with any issues on the Siteserv transaction, this includes approving parliamentary

questions, reviewing freedom of information requests and all internal discussions on this

matter.


I would like to clarify that Davy Corporate Finance, in conjunction with KPMG Corporate

Finance, were advising Siteserv exclusively. Davy Corporate Finance were not advising the

person whose details were also referred to in the question as a bidder for Siteserv. Officials in

my Department received correspondence from Davy confirming the same.

Given what I have already outlined, I do not believe there exists a conflict of interest on these

matters.


QUESTION NOS: 60,61(16996/15, 16997/15)



b y Dep ut y Cat her in e Murp hy,Cat h er ine Murp hy


* To ask the Minister for Finance if, as part of his Departmental enquiries into the sale of Siteserv by the Irish Bank Resolution Corporation in 2012, he was aware that shares in Siteserv were bought by senior employees at the entity engaged by Siteserv to facilitate its own sale in the three month period immediately preceding the actual sale to Millington Ltd; if he was aware that these share acquisitions may have arisen as a result of privileged information relating to the sale being shared in a dishonest fashion; if he is aware that the Irish Stock Exchange has investigated this matter; and if he will make a statement on the matter.


For WRITTEN answer on Wednesday, 29 April, 2015. * To ask the Minister for Finance if he will release all documentation and correspondence between his Department, other State agencies, the Irish Bank Resolution Corporation and all other parties concerning the acquisition of shares in Siteserv Ltd in the period 1 June 2011 to date in 2015; and if he will make a statement on the matter.


For WRITTEN answer on Wednesday, 29 April, 2015.

REPLY.

The Deputy raises serious concerns regarding potential insider dealing in her question. If the

Deputy has any information regarding insider dealing in Siteserv shares, I would suggest that

she contact the Irish Stock Exchange in relation to same. The Irish Stock

Exchange investigates suspected insider dealing on the Enterprise Stock Market, being the

market on which Siteserv shares traded, and reports any such findings to the Office of

Director of Corporate Enforcement. The Department of Finance does not have a role in this

process.

During the Department of Finance review into the sale of Siteserv, it was not brought to the

attention of me or officials in my Department that there may have been questionable share

trading activity preceeding the sale of Siteserv or that the Irish Stock Exchange

had investigated this matter. Neither I nor officials in my Department monitor the

share dealing activity in publicly traded companies, including Siteserv.


Neither I nor officials in my Department hold a record of the list of shareholders who

benefitted from the sale of Siteserv in 2012 other than the partial summary of the top

10 shareholders of Siteserv as at December 9, 2011, already released under Freedom of

Information.

However, I understand the Special Liquidator is coordinating access to the share register,

which is available to view at the offices of Computershare, who provded share registration

services to Siteserv. I would suggest that the Deputy contact the Special Liquidator

directly if she would like to access this information.


QUESTION NO: 62 (16998/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he is aw ar e o f inst ances

w here a p erson (d et ails sup p lied ) m et w it h Sit eserv com p any

m anagem en t at any st age f rom 1 January 2011 t o t he d at e o f

t he even t ual sale o f Sit eser v b y t he Ir ish Bank Reso lu t ion

Corp o rat ion , o r had d irect engagem en t s; if he is aw are o f

inst ances w h ere t h is p erson m et w it h m anagem en t o r st af f at

t he co rp o rat ion , o r had d irect en gagem en t s, d ur ing t he sam e

p er iod ; if so , if he w ill share t he ext en t o f h is know led ge

concern ing t he sub ject o f t hose m eet ings and engagem en t s,

w ho p ar t icip at ed in t hem and t h e d at es t hey occur red on ;


REPLY.

Neither I nor officials from my Department were made aware of instances where the person

referred to in the question met with Siteserv management between 1 January 2011 up to the

time of the eventual sale of the company.


QUESTION NO: 63 (16999/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if h is at t en t ion has b een

d raw n t o inst ances w her e t he m ain shareho ld ers o f Sit eserv

m et w it h a p erson (d et ails sup p lied ), o r had d irect

engagem en t s w it h t he p erson , at any st age f rom 1 Januar y

2011 t o t he d at e o f t he even t ual sale o f Sit eserv b y Ir ish Bank

Reso lu t ion Corp o rat io n ; and if he w ill m ake a st at em en t on

t he m at t er .

REPLY.

My attention or that of my officials was not brought to instances in which these meetings

may have taken place.


QUESTION NO: 64 (17000/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he w ill accoun t f o r t he

reason neit her t h e Finan cial Services Regulat o r , t he Ir ish St ock

Exchange no r t he Ir ish Takeover Panel d id no t in it iat e an y

enq uir ies in t o t he sale o f Sit eser v b y t he Ir ish Bank Reso lu t ion

Corp o rat ion ; if he w ill shar e t he ext en t o f h is Dep ar t m en t ’s

co r resp ond ence w it h each o f t hese en t it ies in relat ion t o

sam e; and if he w ill m ake a st at em en t on t he m at t er .

REPLY.

Neither I nor my officials from my Department were involved in the transaction invloving the

company referred to in the question. The Financial Services Regulator, the Irish Stock

Exchange and the Irish Takeover Panel are independent in their function. There is no record

of correspondence between my Department and these bodies in relation to the sale of

Siteserv.


QUESTION NO: 65 (17001/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he is sat isf ied t hat all st af f

em p loyed in h is Dep ar t m en t d o n o t have f inancial in t erest s

w h ich m ay con f lict w it h t heir p ub lic serv ice d ut ies; t he

req u irem en t s w h ich are p laced up on st af f , in o rd er t o ensure

im p ar t ialit y; if it is p erm issib le f o r st af f w ho are em p loyed at

h is Dep ar t m en t t o com p ly w it h t hese regu lat ions b y

t ransf er r ing any p o t en t ial co m p rom ising in t erest s t o t heir

sp ouses o r civil p ar t ners; if such t ransf ers are r eq u ired t o b e

d isclosed ; and if h e w ill m ake a st at em en t on t he m at t er .

REPLY.

As in the case for all civil servants; all staff in my Department must adhere to the Civil

Service Code of Standards and Behaviour. The code makes it clear that "Civil servants are

not allowed to: use their official positions to benefit themselves or others with whom they

have personal, family, business or other ties".

It goes on to state that "Civil servants may not at any time engage in, or be connected with,

any outside business or activity which would in any way conflict with the interests of their

Departments/Offices, or be inconsistent with their official positions, or tend to impair their

ability to carry out their duties as civil servants"

In addition, staff at designated levels are required to comply with the provisions of the Ethics

in Public Office Acts 1995 and 2001, which requires the return of a completed Statement of

Interests form on an annual basis. In my Department all staff at Administrative Officer,

Higher Executive Officer level or above have been designated and earlier this year, with the

exception of staff who are absent on maternity leave or other long term leave, all designated

staff have completed a return for 2014. Staff on secondment to my Department from the

NTMA at an equivalent level are also required to complete the same Statement of Interests

form on an annual basis and return it to the Secretary General in my Department.

These forms require the disclosure of all interests which could materially influence a staff

member in or in relation to the performance of their official functions.


A member of staff cannot avoid these disclosure requirements by transferring interests to a

spouse or civil partner, as the staff member is required to disclose any such interest "held by

you and any interests held, to your actual knowledge, by your spouse or civil partner, a child

of yours, or a child of your spouse."


QUESTION NO: 122 (16654/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce t h e reason d ocum en t s

released t o t h is Dep ut y und er t h e Freed om o f In f o rm at ion

Act s, concern ing t he sale o f a com p any (d et ails sup p lied )

w er e so heavily red act ed ; if he w ill p rovid e a p age b y p age

just if icat ion f o r each r ed act ion ; and if he w ill m ake a


REPLY.

I believe the Deputy is referring to documents released under a Freedom of Information Act

request made by another member of the public for correspondence, reports and memos

regarding the company referred to in the question, which were made available to the Deputy

in fulfilment of my commitment to do so in response to Parliamentary Question number

12628/15.

There were various reasons that the documents released under that particular FOI request

were redacted. The reason supporting the vast majority of redactions in this instance was that

the redacted information was not relevant to the request which had asked specifically for

information relating to the sale of Siteserv. Other reasons for redaction as set out by the

deciding officer, included that information contained in the records was obtained in

confidence and that some records contained commercially sensitive information. I believe

my officials have provided you with a copy of this original FOI request, setting out the

original question asked and the schedule to the documents released which includes the

basis for their refusal by the deciding officer in line with the FOI Act 2014.

As the Deputy is aware these documents, along with others, have since been released under a

subsequent FOI request which posed a broader question. This FOI request asked for

documents relating to meetings held with IBRC and was not specific to the company referred

to in the question. As a result the documents released under this request are less redacted as

more material is relevant to the question. The documents released under this request,

including the schedule of documents and the reason for any refusal or redaction, are available

on the Department of Finance website through the following link:

http://www.finance.gov.ie/news-centre/press-releases/ibrc-foi-documents.



QUESTION NOS: 123 (16655/15),133 (16751/15)



b y Dep ut y Cat her in e Murp hy,Michael McGrat h


* To ask the Minister for Finance if he will provide a list of the number of large transactions undertaken by the Irish Bank Resolution Corporation which his Department had concerns over, as described in documents released to this Deputy under the Freedom of Information Act, concerning the sale of a company (details supplied) by the corporation, and which he was also described as being very concerned about; if he will specifically and methodically indicate the amounts concerned in each case, that is, the impact upon the capital holdings of the corporation, the cost to the State, the total write-downs on original value, and so on; and if he will make a statement on the matter.


For WRITTEN answer on Tuesday, 28 April, 2015. * To ask the Minister for Finance if he will provide details of each transaction engaged in by the Irish Bank Resolution Corporation since the nationalisation of the former Anglo Irish Bank, and prior to the appointment of a Special Liquidator for the corporation, that his Department officials expressed some concern about; if he will provide this information in aggregate or summary form; the action that was taken by his Department in each case; and if he will make a statement on the matter.

- Michael McGrath T.D.

For WRITTEN answer on Tuesday, 28 April, 2015.

REPLY.

In terms of transactions involving IBRC in which my Department had concerns over, I would

like to draw the Deputy's attention towards the Department of Finance website where

documents released under a recent FOI have been published. On page 7 of the document

titled '8. Briefing ahead of 25 July meeting', there is a table containing six matters

over which the Department of Finance officials raised concerns.


In response to publicly raised concerns, as announced last Thursday, I am directing the

Special Liquidators of IBRC to review and report on all transactions, activities and

management decisions which occurred between the date of nationalisation and the date that

IBRC entered into liquidation that resulted in a capital loss to IBRC of at least €10 million. I

have also directed the Special Liquidators to include in their review and report any



transactions which would likely give rise to public concerns in respect of the ultimate returns

to the taxpayer.

The review and report will evaluate whether there is any evidence of material deficiencies in

the performance of their functions by those acting on behalf of IBRC, including the board,

directors, management and agents of IBRC and whether it can be concluded that any of the

transactions were not commercially sound. The special liquidators will also be obliged

to ensure that any conflicts of interest which may arise are properly managed.

Directing that a review be conducted by the Special Liquidators has the advantage of

enabling work on the review to commence very quickly. The review will be completed by the

31st of August and I intend to make this report available to relevant committees of the

Oireachtas as requested.


QUESTION NO: 124 (16656/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he w ill elab o rat e sp ecif ically

up on w hat h is Dep ar t m en t o f f icials d escr ib ed as p oo r

m anagem en t , w h ich w as d isp layed in a num b er o f large

t ransact ions, as d escr ib ed in d ocum en t s released t o t h is

Dep ut y und er t he Fr eed om o f In f o rm at ion Act , concern ing

t he sale o f a com p an y (d et ails sup p lied ) b y t he Ir ish Bank

Reso lu t ion Corp o rat ion ; if h is Dep ar t m en t had an y concerns

regard ing sp ecif ic p ersons w orkin g in t he co rp o rat ion , w it h

regard t o t hese p oo r d ecisions; if so , if he w ill h e st at e w hom ;


REPLY.

I would like to draw the Deputy's attention towards the Department of Finance website where

documents released under a recent FOI have been published

at http://www.finance.gov.ie/news-centre/press-releases/ibrc-foi-documents. On page 7 of

the document titled '8. Briefing ahead of 25 July meeting', there is a table containing six

matters of concern at that time.

As reflected in the documents released under FOI, there were concerns regarding a number of

transactions and decisions at the time. The aggregate of these concerns could fairly be

described as a broader concern regarding effective corporate governance and effective

communication with IBRC. It is well understood that the Department's engagement was

primarily with IBRC's senior executives and Chairman. As a result, any concerns would

have been raised with those individuals. However, it would be inappropriate to assume that

concerns regarding governance and information sharing could be construed as concerns with

individuals themselves.



QUESTION NOS: 125 (16657/15),126 (16658/15)





* To ask the Minister for Finance further to Parliamentary Question No. 220 of 16 December 2014, the reason he refused to answer the specific question, which asked if he was satisfied that the sale of a company (details supplied) by the Irish Bank Resolution Corporation, was done so in the best possible interests of the State, instead indicating that he was informed that the board of the corporation considered it so; his views that failing to supply his position on this matter may lead to a reasonable assumption, based on the reply to the Parliamentary Question that his Department had no concerns whatsoever regarding the matter; if he will concede that this is a dissimulative approach to take, considering information which later came to light proved otherwise; and if he will make a statement on the matter.


For WRITTEN answer on Tuesday, 28 April, 2015. * To ask the Minister for Finance if he will categorically state if the sale of a company (details supplied) by the Irish Bank Resolution Corporation was in fact conducted for the maximum return of the State; the reason he has failed to state his position thus far on this matter, even though it has come to light that his Department believed that the sale decision has raised a number of areas where we believe that decisions taken by the corporation resulted in a less optimum return for the bank, as is clearly written in documents marked seen by the Minister; and if he will make a statement on the matter.


For WRITTEN answer on Tuesday, 28 April, 2015.

REPLY.

The Chairman of IBRC provided me with strong assurances that the transaction had been

thoroughly assessed by the IBRC Board and that they were satisfied that the transaction had

been managed in the best manner possible to achieve the best result for the State. The IBRC

Board had a fiduciary responsibility to the bank's stakeholders and in light of this legal

responsibility the Chairman and the Board would have considered and provided such

assurances following serious and careful consideration. As neither I nor my officials were

involved in the execution of this transaction, I must rely on the fiduciary responsibility of the

IBRC Board and the explicit assurances provided to me by the Chairman of the Board that

this transaction was done in the best possible interests of the State.


It is completely reasonable that I state that I was satisfied with the Board's assurances that the

concerns raised had been dealt with in a manner that gave the Board no cause for concern.


QUESTION NO: 127 (16659/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he w ill r elease t he f ind ings

o f t he review und er t aken b y o f f icials at t h e Cen t ral Bank o f

Ireland in t o t he sale o f a com p an y (d et ails sup p lied ) b y t he

Ir ish Bank Reso lu t ion Corp o rat ion ; if he w ill ind icat e t he m ain

recom m end at ions ar ising f rom sam e; and if he w ill m ake a


REPLY.

Following a search of relevant files, there is no record of my Department being furnished

with a copy of this report undertaken by the Central Bank into the sale of the company

referred to in the question and therefore I am not in a position to release the report.


QUESTION NO: 128 (16660/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce t h e reason he st at ed in Dáil

Éireann on 6 Feb ruar y 2013 d ur ing h is op en ing rem arks at t he

Second St age o f t he Ir ish Bank Reso lu t ion Corp o rat ion Act

2013, t hat h e w ished t o em p hasise t hat t he r eason t hese

st ep s are b eing t aken is en t ir ely d ist inct f r om t he

p er f o rm ance o r d ir ect ion o f t he b oard o r m anagem en t o f

t he co rp o rat ion , and t hat he w ished t o acknow led ge, w it h

m uch ap p reciat ion , t he sign if ican t ef f o r t s t he d irect o rs and

st af f o f t he co rp o rat ion have m ad e t o t he st ab ilisat ion o f ,

and m ain t enance o f value in , t he co rp o rat ion ; if at t hat t im e,

as has b een revealed in d ocum en t s d at ed Ju ly 2012 an d

released t o t h is Dep ut y und er Freed om o f In f o rm at ion Act ,

he w as very concerned w it h how a large num b er o f

t r ansact ions have b een h and led over t he p ast num b er o f

m on t hs, and t hat t h is has led t he Dep ar t m en t t o q uest ion t he

ef f ect iveness o f t he Ch ief Execut ive Of f icer and t he cur ren t

m anagem en t t eam ; and if he w ill m ake a st at em en t on t he

m at t er .

REPLY.







The relationship with the management of IBRC did not drive these strategic objectives, nor

the decision making process surrounding the formulation, design and structuring of the



My statement about the Board, management and staff of IBRC reflected the position at that

time.


QUESTION NO: 129 (16661/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he t ook t he ad vice o f h is

o f f icials w ho recom m end ed t hat t he Chairm an o f t he Ir ish

Bank Reso lu t ion Corp o rat ion b e asked t o com m ission a f u ll

ind ep end en t review in relat ion t o a com p any's (d et ails

sup p lied ) t r ansact ion , as w r it t en in d ocum en t s released t o

t h is Dep ut y und er t he Fr eed om o f In f o rm at ion Act ; if so , t he

p roced ure t hat w as f o llow ed ; t he f ind ings o f t hat rev iew ; t he

m easures t hat w ere t aken on f oo t o f t he review b eing

cond uct ed ; and if he w ill m ake a st at em en t on t he m at t er .

REPLY.

On 25 July 2012, I along with officials from my Department, met with IBRC's Chairman and

CEO to discuss a number of concerns raised by Department of Finance officials, which

included concerns regarding this transaction which were raised to me following engagement

with IBRC management.

During this meeting, I sought assurances around the concerns regarding the transaction. The

Chairman provided me with strong assurances that the transaction, including those aspects of

the transaction with which Department officials had concerns, had been thoroughly assessed

by the IBRC Board and that the Board of IBRC were satisfied that the transaction was

managed in the best manner possible to achieve the best result for the State. It should be

noted that the IBRC Board had a fiduciary responsibility to the bank's stakeholders and so, in

light of this legal responsibility, the Chairman and the Board would have considered and

provided such assurances following serious and careful consideration. It is important to note

that this transaction had completed at that stage and there was no legal possibility of

reversing the transaction. In light of the level of assurances I received from the Chairman

that this transaction had been properly considered by the IBRC Board, assurances which I

accepted, an independent review into the transaction did not take place.

However, as announced last Thursday, due to the recent public concerns and questions

raised regarding this transaction, I am directing the Special Liquidators of IBRC to review

and report on all transactions, activities and management decisions which occurred between

the date of nationalisation and the date that IBRC entered into liquidation that resulted in a


capital loss to IBRC of at least €10 million. I have also directed the Special Liquidators to

include in their review and report any transactions which give rise or would likely give rise to

public concerns in respect of the ultimate returns to the taxpayer. The Special Liquidators are

also obliged to ensure that any conflicts of interest which may arise in relation to this

review are properly managed.

The review and report will evaluate whether there is any evidence of material deficiencies in

the performance of their functions by those acting on behalf of IBRC, including the board,

directors, management and agents of IBRC and whether it can be concluded that any of the

transactions were not commercially sound.

Directing that a review be conducted by the Special liquidators has the advantage of enabling

work on the review to commence very quickly. The review will be completed by the 31st of

August and I intend to make this report available to relevant committees of the Oireachtas as

requested.


QUESTION NO: 67 (16123/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce t h e p o in t at w h ich t he

d ecision w as m ad e t o st ar t d raf t ing o f t he Ir ish Bank

Reso lu t ion Corp o rat ion Act o f 2013; if it is t he case t hat t h e

st rained relat ionsh ip w h ich exist ed b et w een t he

m anagem en t o f t he co rp o rat ion and h is Dep ar t m en t ,

r ef er red t o in co r resp ond ence f r om t he t im e w h ich has com e

t o ligh t very r ecen t ly, had a b ear ing on t he Governm en t 's

d ecision t o d raf t said leg islat ion and ap p o in t a sp ecial

liq u id at o r ; and if he w ill m ake a st at em en t on t he m at t er .

REPLY.

The ultimate decision to eliminate the Promissory Notes and liquidate IBRC was driven by

careful consideration of the totality of costs and benefits to Ireland and the taxpayer of such

action.







The relationship with the management of IBRC did not drive these strategic objectives, nor

the decision making process surrounding the formulation, design and structuring of the



QUESTION NO: 69 (16128/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if t he closed p rocess b y w h ich

t he f o rm er Ir ish Bank Reso lu t ion Corp o rat ion d isp osed o f a

com p any (d et ails sup p lied ) w as f u lly in com p liance w it h

Europ ean Un ion com p et it ion and St at e aid ru les; if he

received any co r resp ond ence f ro m t he Com m ission in

relat ion t o sam e; and if so , t he d et ails o f t he Com m ission 's

in t erest ; and if he w ill m ake a st at em en t on t he m at t er .

REPLY.

As the Deputy is aware, the sale of the company referred to in the question was run by the

company itself and their advisors. In line with the relationship framework in place at the time

IBRC were not required to consult with the Department or the Minister for Finance. IBRC

was a creditor to the company who had an interest in the maximisation of proceeds from the

sale of the company to maximise the recovery on the company's debts to IBRC. Neither I nor

officials from my Department were involved in the transaction involving the company

referred to in the question. There are no records on file with the Department of Finance from

the European Commission around the transaction involving the company referred to in the

question.


QUESTION NO: 305 (15583/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if st af f w h ich h is

Dep ar t m en t al second ed t on t he Ir ish Bank Reso lu t ion

Corp o rat ion f rom Sep t em b er 2012 rep o r t ed t o h is

Dep ar t m en t any concerns relat ed t o p ersons w orking at t he

co rp o rat ion (d et ails sup p lied ) and t heir p o t en t ial con f lict s o f

in t erest relat ing t o t he d isp osal o f an ind eb t ed en t it y

b ound ary cap it al; if t he p erson o n second m en t ind icat ed t o

w hom t he d eb t o f b ound ary cap it al w as so ld ; if any act ion

w as t aken at t he t im e; and if he w ill m ake a st at em en t on t he

m at t er .

REPLY.

I have been advised that the senior official from my Department who was seconded to IBRC

(who commenced his role in October 2012) did not raise any concerns relating to the person

referred to in the question. I am further advised that the senior official from my Department

who was seconded to IBRC was not involved in any discussions for or on behalf of IBRC in

relation to transactions relating to Boundary Capital or with Boundary Capital.


QUESTION NO: 307 (15637/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce f u r t her t o h is st at em en t t hat

h is Dep ar t m en t had a num b er o f concerns regard ing t he

q ualit y o f d ecisions t aken at t he Ir ish Bank Reso lu t ion

Corp o rat ion over t he sale o f a co m p any (d et ails sup p lied ), if

t hose concerns sp ecif ically includ ed t he p ossib ilit y t hat a

sen io r st af f m em b er (d et ails sup p lied ) o f t he co rp o rat ion had

a t r ip le con f lict o f in t erest in t hat t he st af f m em b er

sim ult aneously m an aged t he com p any's accoun t , t he accoun t

o f t he ow ner o f t he u lt im at ely successf u l b id d er f o r t he

com p any and t he p ersonal accoun t o f t he Ch ie Execut ive

Of f icer o f t he com p an y d ur ing t he sale p rocess; if h is

Dep ar t m en t m ad e any enq uir ies on t h is sp ecif ic m at t er ; if so ,

if he w ill share t hese f ind ings; if t h is sp ecif ic m at t er w as

raised b y h im o r h is o f f icials d ur ing t he m eet ings w h ich t ook

p lace ar ising f rom t he sale o f t he com p any; and if he w ill


REPLY.

Notwithstanding that officials from my Department had concerns regarding the quality of

some decisions taken by IBRC prior to it's liquidation, I am not aware of and there are no

records which suggest that there were any concerns with the person referred to in the question

or of any potential conflicts of interest that existed in his role in IBRC. Therefore, I am

unable to comment further on this matter.


QUESTION NO: 308 (15708/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce t h e n um b er o f b id s t hat w er e

received d ur ing t he f ir st r ound o f t he sale o f an en t it y

(d et ails sup p lied ) b y t h e Ir ish Ban k Reso lu t ion Corp o rat ion ; if

he w ill p rovid e a list o f t hose b id s; if t he com p any w h ich w as

u lt im at ely successf u l in p urchasin g t he en t it y w as in f act

am ong t he f ir st b id d ers; if t hat b id am oun t changed over t h e

course o f t he b id d ing p rocess; an d if he w ill m ake a


REPLY.

Following a review of the transaction concerning the company referred to in the question by

officials in my Department on 11 June 2012, they were made aware by IBRC that 8 bids were

received for the company referred to in the question. While there is evidence that certain bid

amounts may have changed during the process, there is no record that officials in my

Department were furnished with the names of the 8 bidders, the amounts which each bidder

submitted in the first round or in the second round, nor the reasons behind any changes in bid

amounts which may have occurred, so I am unable to comment further.


QUESTION NO: 86 (15104/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he w ill ind icat e, w it h

resp ect t o a p erson (d et ails sup p lied ) second ed t o t he Ir ish

Bank Reso lu t ion Corp o rat ion f rom Sep t em b er 2012, t h e

rep o r t s, t h is p erson p rep ared d ur ing h is t enure at t he

Corp o rat ion ; if he w ill m ake cop ies o f t hese rep o r t s availab le;

if t hat p erson 's rem it w as t o exam in e d ecisions p r io r t o h is

d ep loym en t ; t he recom m end at ions t hat p erson m ad e w it h

resp ect t o t ransact ions p rop osed b y t he Corp o rat ion d ur ing

h is t enure; if t hat p erson 's in t erven t ion led t o changes, o r t o

t he ab and onm en t o f any p rop osed t ransact ion ; if h e w il l

p rovid e d et ails o f sam e; and if he w ill m ake a st at em en t on

t he m at t er .

REPLY.

On 7 September 2012 it was announced to all staff in IBRC that the person referred to in the

question was to be appointed as the Bank's new Head of Market Solutions on secondment

from the Department of Finance, commencing the role on 2 October 2012. The person

referred to in the question brought over 20 years experience in domestic and international

wholesale banking to the role.














objectives;



markets;



policy;




The person referred to in the question was not party to any planning, preparation or

discussions surrounding the ultimate liquidation of IBRC in February 2013.

While the person referred to in the question remained an employee of the Department of

Finance during his secondment to IBRC, he worked solely for IBRC during this time with the

Market Solutions team and heads of departments to ensure accurate data, information, due

diligence and, if appropriate, disposal options for the portfolio. The work completed by the

person referred to in the question, including all reports and proposals, was prepared and

considered by the IBRC management/committees and, where appropriate, Board as part of

the operation of the Bank.

Details of any transactions which the person referred to in the question worked on during his

secondment to IBRC are not held by this Department as these were matters for the Bank at

that time.


QUESTION NO: 87 (15105/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he w ill ind icat e, w it h

resp ect t o a p erson (d et ails sup p lied ) second ed t o t he Ir ish

Bank Reso lu t ion Corp o rat ion f rom Sep t em b er 2012, t h e

reason such an ap p o in t m en t w as m ad e, if t he Min ist er w as, as

he has st at ed num erous t im es, sat isf ied t hat t r ansact ions at

t he Corp o rat ion w ere b eing car r ied out in t he b est in t erest s

o f t he t axp ayer , in p ar t icu lar t he t ransact ion invo lving t he

sale o f a com p any (d et ai ls sup p lied ); h is view s t hat som e

d ecisions at t he Corp o rat ion w er e q uest ionab le, as t o

w het her t h e t axp ayer 's in t erest s w er e f u lly served , and t hat is

t he reason t he second m en t in q uest ion w as m ad e; and if h e

w ill m ake a st at em en t on t he m at t er .

REPLY.

In September 2012 it was announced to all staff in IBRC that the person referred to in the

question was to be appointed as the Bank's new Head of Market Solutions on secondment

from the Department of Finance, commencing the role on 2 October 2012. This move was

decided during a meeting between John Moran and the then CEO of IBRC in August 2012.

Given the banking experience of the person referred to in the question it was decided that he

would be seconded to IBRC to explore opportunities for deleveraging with a view to

maximising the recovery for the taxpayer. This had the additional benefit of providing greater

oversight while supporting the management team.














objectives;



markets;



policy;




In relation to the transaction involving the sale of the company referred to in the question, as

the deputy is aware, it was after officials in my Department received critical representations

following the transaction involving the sale of the company referred to in the question that it

was decided that Department of Finance officials would review the transaction in greater

detail to better understand the decisions taken and the impact these decisions had on the

process and the final recovery for the bank.

At a meeting which I attended along with officials from my Department on 25 July

2012, senior management of IBRC assured me that the transaction involving the sale of the

company referred to in the question had been thoroughly assessed by the IBRC Board and

that the transaction was managed in the best manner possible to achieve the best result for the

State.

Neither I nor officials from my Department reviewed all of the transactions undertaken at

IBRC; as the Deputy is aware, a Relationship Framework dated 8th July 2009 was in place at

the time the Board of IBRC approved the sale of the company referred to in the question.

Under this Relationship Framework, the Board of IBRC were required to engage with the

Minister for Finance on certain key issues which included "any material acquisitions,

disposals, investments, realisations or other transactions, other than in the ordinary course of

Anglo Irish Bank's banking business." It should be noted that this Relationship Framework

did not include any specific monetary thresholds which would trigger mandatory consultation

with the Minister for Finance. It should also be noted, that at that time, the ordinary course of

the Bank's business was to conduct an orderly run-down and ultimate liquidation of the Bank.

The revised Relationship Framework and Operational Protocol which was put in place on

29th March 2012 contained specific financial thresholds which would, from that date on,

trigger mandatory consultation with the Minister for Finance for qualifying

transactions. Again, any transactions outside these financial thresholds were deemed within

the ordinary course of the Bank's business and it was not required that I or officials in my

Department were made aware of them.


QUESTION NO: 28 (13118/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce in resp ect o f t he

Dep ar t m en t al review o f t he sale o f Sit eserv t o Milling t on b y

t he Ir ish Bank Reso lu t ion Corp o rat ion , t he p rocess t hat

resu lt ed in h im b eing convinced t hat t he sale am oun t ed t o

t he b est out com e f o r t he St at e; if he and h is o f f icials looked

at b o t h round s o f b id s; if so , t he num b er and nam e o f t he

com p an ies t hat m ad e b id s in t he f ir st r ound ; t he p lace in t h e

h ierarchy Milling t on f ell; t he num b er o f t hose b id s t hat w en t

f o rw ard t o t he second round ; t he cr it er ia f o r m oving t o t he

second round ; t he p lace Milling t on , t he w inn ing b id , f ell in

t he h ierarch y in t er m s o f t he am oun t s b id ; if t he t end er

p rocess w as un if o rm f o r all b id d ers; if no t , t he reason f o r

sam e; if no t , t he w ay t he b id s w ere ranked ; and if h e w ill


REPLY.

I am advised that, on foot of a meeting between officials from my Department and senior

management of IBRC held on 31 May 2012, it was agreed that my Department would review

this transaction to better understand the decisions taken by IBRC. This review took place, by

way of a meeting between officials from my Department and senior management of IBRC,

on 11 June 2012. At this meeting, IBRC officials explained how the sale process was

conducted, from the selection of the original 50 candidates through to the 8 bids ultimately

submitted and the selection of the winning bidder.

Following this review, a further meeting was held on 25 July 2012, which I attended along

with officials from my Department and the Chairman and CEO of IBRC. At this meeting, the

transaction referred to in the question was discussed further, along with a number of other

topics. I can confirm that at this meeting, it was put to senior management of IBRC that


officials in my Department had concerns with a number of decisions taken by IBRC in

relation to the sale of SitServ including the decision to allow the sale process to be led by

advisors of SiteServ, the bidding process, entering into exclusivity with one of the bidders

and the decision to exclude trade buyers. It was at this meeting that senior management of

IBRC confirmed to me that the transaction involving the sale of SiteServ was thoroughly

assessed by the Board of IBRC prior to them approving it and that the transaction was

managed in the best manner possible to achieve the best result for the State. A further

meeting between the former Secretary General of the Department of Finance, John Moran,

and the then CEO of IBRC took place in August 2012 at which this matter was also further

discussed. At that point, the transaction had been concluded and no further action could have

been taken.

Notwithstanding the fact that a new Relationship Framework had been put in place, it was

decided (following the meeting with John Moran and the then CEO of IBRC in August 2012)

that a senior Department of Finance official would be seconded to IBRC to explore

opportunities for deleveraging with a view to maximising the recovery for the taxpayer. This

had the additional benefit of providing greater oversight while supporting the management

team. The secondment of Neil Ryan to IBRC commenced shortly thereafter.


QUESTION NO: 31(13119/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he w ill p rov id e a d et ailed

accoun t o f t he d ialogue w h ich t o ok p lace b et w een h is

Dep ar t m en t and t he f o rm er Ir ish Bank Reso lu t ion Corp o rat ion

in ad vance o f , d ur ing and af t er t he in t rod uct ion o f t he

up d at ed Fram ew or k Agreem en t govern ing t he relat ionsh ip

b et w een t he b ank and h im in March 2012; if h e w ill p rovid e

an it em ised list o f all such co r resp ond ence, includ ing t he

p urp ose and d et ail o f t he co r resp ond ence; and if h e w ill


REPLY.

As part of Ireland's third review under the EU/IMF Programme of Financial Support, a report

on which was published in September 2011 and is available on the Department of Finance

website, there were a number of conditions/actions which Ireland committed to. One of

which was to develop a framework to govern the exercise of the State's ownership rights in

the banks resulting from the capital injections, including to put in place relationship

frameworks with the banks to protect the commercial basis for the banks' operations

while under State ownership.On 30 March 2012, Relationship Frameworks were put in place

by my Department with each of the banks in which the State acquired an interest in the

context of the financial crisis to govern the relationship between the State, as shareholder, and

each bank. They were designed to recognise the separation of each bank from the State, to

ensure their businesses would be run on a commercial, cost effective and independent basis

to ensure the value of the banks as an asset to the State , and to limit the State s

intervention to the extent necessary to protect the public interest.Under the Relationship

Frameworks each bank was to remain a separate economic unit with independent power of

decision with its board of directors and management team retaining responsibility for

determining the bank's strategies and commercial policies and conducting its day-to-day

operations.A revised Relationship Framework with IBRC was published on March 30,

2012 in line with the introduction of similar agreements for each of the other banks. That

followed interaction with the management and Boards of each of the banks concerned.

While I confirm that IBRC was consulted on an ongoing basis over a period of months in

relation to the introduction of the revised Relationship Framework, the information requested


by the Deputy as part of this Parliamentary Question relating to the specific dialogue which

took place between my Department and IBRC is currently the subject of a Freedom of

Information request and will be released in due course as part of this Freedom of Information

request should the Deciding Officer consider its full release to be appropriate. The Deciding

Officer will make the materials released under this Freedom of Information request available

to you upon their release.


QUESTION NOS: 80 (12546/15) ,81 (12621/15)





* To ask the Minister for Finance if records were kept of the meeting or meetings he or officials of his Department held with the Irish Bank Resolution Corporation in respect of a sale (details supplied); if so, if he will include these records in his response; if not, the reason; if not, the questions he raised in respect of payment to directors of the company, in view of the large debt that was being written down, and the answers he received; the questions he raised in respect of the number of tenders considered; the reason the bid was more advantageous to the State; the questions he raised in respect of those who were involved in the tender process, in the various entities; and if he will make a statement on the matter.


For WRITTEN answer on Thursday, 26 March, 2015. * To ask the Minister for Finance if the former Irish Bank Resolution Corporation extended a €10 million credit facility to an entity which was already heavily indebted to it (details supplied), at any point between 2010 and it's sale in 2012; if he will confirm that all due diligence procedures were followed in advance of the forwarding of this line of credit; if this €10 million or outstanding portion thereof was specifically recovered through the sale of the entity concerned or if the money was written down entirely at that point; and if he will make a statement on the matter.


For WRITTEN answer on Thursday, 26 March, 2015.

REPLY.

As way of background on the transaction referred to in the question, following a meeting

between officials from my Department and senior management of IBRC held on 31 May

2012 it was agreed that my Department would review this transaction to better understand the

decisions taken by IBRC. This review took place, by way of a meeting between officials from

my Department and senior management of IBRC, on 11 June 2012. Following this review, a

further meeting was held on 25 July 2012, which I attended along with officials from my

Department and senior management from IBRC. At this meeting, the transaction referred to

in the question was discussed further, along with a number of other topics. A further meeting

between the former Secretary General of the Department of Finance, John Moran, and the

then CEO of IBRC took place in August 2012 at which this matter was further discussed.

The file notes, minutes and other records regarding these meetings are currently the subject of

Freedom of Information requests and will be released in due course as part of these Freedom


of Information requests should officials in my Department consider their full release to be

appropriate. The Deciding Officer will make the materials released under these Freedom of

Information requests available to you upon their release.

Until those decisions are made by the Deciding Officer, I can confirm that at the meeting

which I attended on 25 July 2012, it was put to senior management of IBRC that officials in

my Department had concerns with a number of decisions taken by IBRC in relation to the

sale of the company referred to in the question including the decision to allow the sale

process to be led by advisors of the company referred to in the question, the decision to

exclude trade buyers, the timing of exclusivity and the payment to shareholders. Senior

management of IBRC confirmed to me at this meeting that the transaction involving the

company referred to in the question was thoroughly assessed by the Board of IBRC prior to

them approving it and that the transaction was managed in the best manner possible to

achieve the best result for the State.

In relation to the Deputy's query on a €10 million credit facility extended to the company

referred to in the question between 2010 and the sale of the company in 2012, I am advised

that it would not have been typical for decisions around credit facilities to be disclosed or

discussed with Department of Finance officials unless required under the Relationship

Framework which governed interactions between the Bank and the Department of Finance as

these activities typically would have been within the ordinary course of business for the

Bank.

Officials in my Department have also contacted the Special Liquidators but they are unable to

comment on individual cases as the information requested is confidential and it would not be

appropriate for them to release such information.

This being the case, I am unable to comment further on this matter.


QUESTION NO: 82 (12628/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he w ill con f irm t he r ecen t

m ed ia r ep o r t s w h ich st at e t hat t he b oard o f t he Ir ish Bank

Reso lu t ion Corp o rat ion t urned d ow n a rep o r t ed ly h igher

o f f er f o r an en t it y (d et ails sup p lied ) b ecause one elem en t o f

t hat p rop osal includ ed a m and at o ry eigh t -w eek d ue d i ligence

exer cise; if h is at t en t ion has b een d raw n t o t he f act t hat had

t he b oard chosen t h is rep o r t ed b id , t he new f ram ew ork

agreem en t w ould have b een in p lace once t he said eigh t -

w eek p er iod had exp ired ; if he h as consid ered t hat t he sale o f

t he en t it y w as rushed in t hat resp ect ; if h e has invit ed an y

exp lanat ion as t o w hat end such a rush w as und er t aken f o r ;


REPLY.

As part of parliamentary question 97 which was answered on 12 March 2015, the Deputy is

aware of the process which was undertaken to introduce a revised Relationship Framework

for IBRC and the reasons behind this.

In relation to the sale of the company referred to in the question, it was after representations

made by an unsuccessful bidder in the process and subsequent meetings between that party

and officials in my Department that my officials met with IBRC and undertook a review of

this transaction. Following this review, my officials were made aware that the transaction

involving the sale of the company referred to in the question was run by the company referred

to in the question along with its advisors. This review raised concerns with the quality of

some of the decisions taken in respect of this transaction, including, among others, that a

higher bid for the company referred to in the question was received after entering into an

exclusivity agreement with the ultimate winning bidder.

In light of concerns stemming from the review of the transaction by officials in my

Department, I subsequently met with IBRC's Chairman and CEO to discuss this transaction.

The Chairman and CEO confirmed to me that the transaction process and its terms had been


thoroughly assessed by the IBRC Board and that the transaction was managed in the best

manner possible to achieve the best result for the State.

The file notes, minutes and other records regarding the review of this transaction by my

officials are currently the subject of Freedom of Information requests and will be released in

due course as part of these Freedom of Information requests should the Deciding Officer

consider their full release to be appropriate. The Deciding Officer will make the materials

released under these Freedom of Information requests available to you upon their release.


QUESTION NO: 97 (10965/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce w hen t he Europ ean

Com m ission ad vised h is Dep ar t m en t on t he necessit y t o have

in p lace a r elat ionsh ip f ram ew ork, and op erat ional p ro t oco l,

t o govern in t eract ions b et w een h im , as Min ist er , and t he Ir ish

Bank Reso lu t ion Corp o rat ion ; if t hat ad vice ind icat ed t hat a

set f igure w ould b e ad visab le t o t r igger consu lt at ion , w here a

t ransact ion w ould have an ad verse im p act on t he cap it al o f

t he Corp o rat ion ; if so , t he r eason t here w as a d elay in

im p lem en t ing t h is ad vice; if he w ill m ake availab le, cop ies o f

all co r resp ond ence b et w een h is Dep ar t m en t and t he

Europ ean Com m ission , relat ing t o t h is m at t er ; and if he w ill


REPLY.

As part of Ireland's third review under the EU/IMF Programme of Financial Support, a report

on which was published in September 2011 and is available on the Department of Finance

website, there were a number of conditions/actions which Ireland committed to. One of

which was to develop a framework to govern the exercise of the State's ownership rights in

the banks resulting from the capital injections, including to put in place relationship

frameworks with the banks to protect the commercial basis for the banks' operations

while under government ownership.

This matter was again discussed during the fourth review under the EU/IMF Programme of

Financial Support, the report on which is also available on the Department of Finance

website. It was noted in this report that the recently formed banking division in the

Department of Finance were "currently developing relationship frameworks with the banks,

to ensure that their core businesses will be run on a commercial basis". The fifth review, the

report to which was published in March 2012 noted that "The authorities are finalizing

relationship frameworks with the covered banks consistent with their commitment that their

core business will operate on a commercial basis".


The relationship framework's were in place with each of the banks under State ownership

before the report on the sixth review under the EU/IMF Programme of Financial Support was

published in June 2012. Between each of these aforementioned reviews, officials in my

Department were progressing the introduction of relationship frameworks with each of the

banks through ongoing discussions and negotiation. Each of the Relationship

Frameworks were prepared following significant legal and competition law input from the

State s legal advisors, which included, among other advice, the inclusion of financial

thresholds which would trigger consultation with the Minister for Finance. Before the

Relationship Frameworks for each of the banks were introduced, it was required that they be

reviewed by the Directorate-General for Competition and the Irish Competition Authority.

On 30 March 2012, Relationship Frameworks were put in place by my Department with each

of the banks in which the State acquired an interest in the context of the financial crisis to

govern the relationship between the State, as shareholder, and each bank. They were

designed to recognise the separation of each bank from the State, to ensure their businesses

would be run on a commercial, cost effective and independent basis to ensure the value of the

banks as an asset to the State , and to limit the State s intervention to the extent necessary to

protect the public interest.

Under the Relationship Frameworks each bank was to remain a separate economic unit with

independent power of decision with its board of directors and management team retaining

responsibility for determining the bank's strategies and commercial policies and conducting

its day-to-day operations.

As the Deputy is aware, IBRC had a Relationship Framework in place from July 2009

pursuant to the Anglo Irish Bank Corporation Act 2009. My officials will review the files

surrounding the implementation of this original Relationship Framework for Anglo Irish

Bank Corporation and will revert to the Deputy on this matter.

A revised Relationship Framework with IBRC was published on March 30, 2012 in line with

the introduction of similar agreements for each of the other banks. That

followed considerable interaction with the management and Board of IBRC.


QUESTION NO: 98 (10967/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce r elat ing t o t he sale o f a

com p any b y t h e f o rm er Ir ish Ban k Reso lu t ion Corp o rat ion

(d et ails sup p lied ), if h is at t en t ion w as d raw n , in ad vance o f

t he sale, t hat a p o r t ion o f t he agr eed sale p r ice w as t o b e

d iver t ed t o shareho ld ers o f t he en t it y b eing so ld , w h ich

resu lt ed in sign if ican t sum s b eing accrued t o several p ersons

on t he b oard o f t he en t it y; if t he b oard o f t he Corp o rat ion

sim ilar ly w ere aw are o f t h is in f o rm at ion ; and if he w ill m ake a


REPLY.

I refer to my response to PQ 10704 answered on 11th March 2015 from which I have drawn

in responding to this question.

As set out in the reponse to PQ 10704 answered on 11th March 2015, under the then existing

relationship framework the bank was not obligated to consult with me before approving the

sale of the company referred to by the Deputy.

Upon the receipt of critical representations following the transaction in question, Department

of Finance officials inquired about the transaction with IBRC management as part of their

regular engagement. Following initial discussions, they agreed with IBRC's Chairman and

CEO that they would review the transaction involving the company referred to in the question

in greater detail to better understand the decisions taken and the impact these decisions

had on the process and the final recovery for the bank.

As part of the review, senior management of IBRC made Department of Finance officials

aware of the details of the transaction process and the sale in meetings held between both

parties. This review raised concerns with the quality of some of the decisions taken in

respect of this transaction, including, among others, that a payment had been paid to the

shareholders of the company referred to in the question.

In light of these concerns, I subsequently met with IBRC's Chairman and CEO to discuss

concerns regarding this transaction. The Chairman and CEO confirmed to me that the


transaction process and its terms, including the shareholder payment, had been thoroughly

assessed by the IBRC Board and that the transaction was managed in the best manner

possible to achieve the best result for the State.


QUESTION NO: 226 (10566/15)


Michael Noonan)




Quest ion No . 75 o f 4 March 2015, i f he w ill ind icat e if t h e

b oard , o r m anagem en t , o f Ir ish Bank Reso lu t ion Corp o rat ion ,

consu lt ed w it h h im , in ad vance o f t he change t hat t ook p lace

t o t he Relat ionsh ip Fram ew ork and Op erat ional Pro t oco l,

w h ich governs in t eract ions b et w een h im self ,as Min ist er , and

t he Ir ish Bank Reso lu t ion Corp o rat ion ; t he set o f

cir cum st ances w h ich led t o t he in t rod uct ion o f a new

f ram ew ork, and p ro t oco l; w here t he aut h o r it y t o issue it

d er ived f rom ; t hose w ho t ook t h e d ecision t o d o so , and t he

reason f o r sam e; and if he w ill m ake a st at em en t on t he

m at t er .

REPLY.

As part of the EU/IMF Programme of Financial Support, there were a number of

conditions/actions which Ireland committed to, one of which was to develop a framework to

govern the exercise of the State's ownership rights in the banks resulting from the capital

injections, including to put in place relationship frameworks with the banks to establish

the commercial basis for the banks' operations under government

ownership. The commitment under paragraph 10 of the Memorandum of Economic and

Financial Policies dated 10 February 2012 indicated that the Minister for Finance was

"finalizing relationship frameworks with the covered banks."

On this basis, Relationship Frameworks were put in place by my Department with each of the

banks in which the State acquired an interest in the context of the financial crisis to govern

the relationship between the State, as shareholder, and each bank. They were designed

to recognise the separation of each bank from the State, to ensure their businesses would be

run on a commercial, cost effective and independent basis designed to ensure the value of the

banks as an asset to the State , and limit the State s intervention to the extent necessary to

protect the public interest.


IBRC had a Relationship Framework in place from 2009. A revised Relationship Framework

with IBRC was published on March 30, 2012 in line with the introduction of Relationship

Frameworks for each of the banks in which the State had acquired an interest in the context

of the financial crisis. That followed considerable interaction with the management and

Board of IBRC.


QUESTION NO: 75 (9582/15)


Michael Noonan)




Quest ion No . 30 o f 4 Feb ruary 2015, t he r eason he st at ed in

h is r ep ly t hat t he sale o f an en t it y b y Ir ish Bank Reso lu t ion

Corp o rat ion p r io r t o it s liq u id at ion (d et ails sup p lied ), w h ich

resu lt ed in a n et loss t o IBRC o f ap p roxim at ely €105 m illion ,

d id no t m eet t h e f inancial t h resh o ld s w h ich t r igger

m and at o ry consu lt at ion w it h t he St at e und er Paragrap h 4 o f

t he Op erat ional Pro t oco l f o r t he Relat ionsh ip Fram ew ork

w h ich govern ed in t eract ions b et w een h im self as Min ist er and

IBRC, even t hough t hose t h resho ld s clear ly st at e t hat any

ad verse im p act on t he t o t al cap it al o f IBRC o f €100m o r m or e

should d o so ; if he w ill accoun t f o r t he reason no such

consu lt at ion t ook p lace in t h is inst ance; if h e received any

rep resen t at ions regard ing t h is sale f rom any o f t he p ar t ies

invo lved ; if so , if he w ill p rovid e t he d at es and nam es o f

p ar t ies concerned ; and if h e w ill m ake a st at em en t on t he

m at t er .

REPLY.

The Relationship Framework and Operational Protocol dated 29th March 2012 between the

Minister for Finance and Irish Bank Resolution Corporation (IBRC), referred to in my answer

to Parliamentary Question No. 30 of 4th February 2015, came into effect after the sale of the

company referred to in the question.

A previous Relationship Framework dated 8th July 2009 was in effect at the time the Board

of IBRC approved the sale of the company referred to in the question on 15th March 2012.

Under this previous Relationship Framework, the Board were required to engage with the

Minister for Finance on certain key issues which included "Any material acquisitions,

disposals, investments, realisations or other transactions, other than in the ordinary course of

Anglo Irish Bank's banking business."


It should be noted that this previous Relationship Framework did not include any specific

monetary thresholds which would trigger mandatory consultation with the Minister for

Finance. It should also be noted, that at that time, the ordinary course of the Bank's business

was to conduct an orderly run-down and ultimate liquidation of the Bank. As such, IBRC's

efforts, as a secured lender, to maximise the recovery on its loans to the company referred to

in the question was considered to be in the ordinary course of business. For that reason, and

under the Relationship Framework in place at that time, IBRC were not required to consult

with the Minister for Finance on this matter in advance of making a decision.

It should be noted that the Relationship Framework and Operational Protocol put in place on

29th March 2012 contained specific financial thresholds which would, from that date on,

trigger mandatory consultation with the Minister for Finance for qualifying transactions.




Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he w ill p rovid e a cop y o f

t he Relat ionsh ip Fram ew ork, w h ich governed t he in t eract ions

b et w een h is Dep ar t m en t and t he f o rm er m anagem en t and

b oard o f t he Ir ish Bank Reso lu t ion Corp o rat ion , p r io r t o it s

liq u id at ion ; if he w ill ind icat e t he p recise f in ancial t h r esho ld s

und er t he f ram ew ork, w h ich w ould have t r iggered

m and at o ry consu lt at ion in ad vance o f a t ransact ion , and / o r

d isp osal; if he w ill p rovid e a list o f all inst ances, w h ere such

consu lt at ion t ook p lace, and t he sum s invo lved ; and if he w ill


REPLY.

A copy of the Relationship Framework (including the Operational Protocol), which governed

interactions between I, as Minister for Finance, and Irish Bank Resolution Corporation can be

found on the Department of Finance website through the below link:

http://www.finance.gov.ie/sites/default/files/Relationship%20Framework%20incorporating%

20Operational%20Protocol.pdf

Paragraph 4 of the Operational Protocol for the Relationship Framework in respect of Irish

Bank Resolution Corporation contains the consent/consultation procedure between the Bank

and I, as Minister for Finance.

Paragraph 4 of the Operational Protocol states that, "For the purposes of paragraph 14 of the

Relationship Framework, the Bank shall consult with the Minister in accordance with the

Consent/Consultation Procedure in respect of any proposed decision or action that is within

the Ordinary Course of Business but which:

4.1 is likely to have an adverse impact on total regulatory capital of the Bank of greater than

€100 million;

http://www.finance.gov.ie/sites/default/files/Relationship%20Framework%20incorporating%20Operational%20Protocol.pdf

http://www.finance.gov.ie/sites/default/files/Relationship%20Framework%20incorporating%20Operational%20Protocol.pdf


4.2 is an actual or potential acquisition, investment or disposal (or series of related

transactions) and the total purchase price, investment or proceeds individually or in aggregate

could exceed €100 million; or

4.3 is a realisation, reorganisation, restructuring or other transaction or event and it is likely to

have an adverse impact on the total equity of the Bank of greater than €100 million."

The Relationship Framework outlines the instances in which Irish Bank Resolution

Corporation were required to gain consent from me or consult with me, as Minister for

Finance, and these instances went beyond individual transactions and/or disposals; they also

included consent for board approvals, management appointments and litigation matters. In

total, there were 29 instances where the Bank required Ministerial consent or consultation but

given customer confidentiality in certain instances and on-going litigation in other instances,

I am unable to provide further detail on the individual instances where Ministerial consent or

consideration was required.




Michael Noonan)




Quest ion No . 220 o f 16 Decem b er 2014, if h e w ill ind icat e if ,

no t w it hst and ing t he com m ercial ind ep end ence o f Ir ish Bank

Reso lu t ion Corp o rat ion at t he t im e, h is Dep ar t m en t d id

end eavour t o q uery t he r eason such a large loss t o t he St at e,

am oun t t o over €100 m illion , w as p erm it t ed t o hap p en in t he

sale o f t he com p any concerned (d et ails sup p lied ); if no t , t he

reason h is Dep ar t m en t w as no t concerned t hat such a large

loss had occur red w h en t he clear ob ject ive o f IBRC w as t o

m axim ise t he ret urn t o t he St at e; and if he w ill m ake a


REPLY.

For clarity's sake, the sale of Siteserv occurred prior to the Special Liquidation of IBRC,

under the previous board and management of IBRC.

As already indicated to the Deputy in Parliamentary Question No. 220 of 16 December 2014,

notwithstanding the State s ownership of the bank at the time, it was a matter for the board

and management of IBRC to determine and implement all commercial decisions in their

organisation.

As set out in the Relationship Framework, which governed the relationship between the State

and IBRC at the time, the State did not intervene in the day to day operations of the bank

or its management decisions regarding commercial matters which were a matter for the board

and management. For the avoidance of doubt, the Relationship Framework ensured that

IBRC continued to operate as an independent operator in the market, albeit on a work-out

basis only.

Under the Relationship Framework, IBRC were obliged to consult with the State in respect of

any proposed decision that was within the ordinary course of business but which met certain

financial thresholds; the sale of Siteserv did not meet these financial thresholds, therefore it

was solely a matter for the board and management of IBRC at the time. Notwithstanding this


position, my officials did take an active interest in the running of the bank through their

interaction with the management of the bank at the time.

I am aware that KPMG Corporate Finance and Davy Corporate Finance were engaged by

Siteserv to run a joint sales process to sell Siteserv which was in severe financial difficulties

and was unable to service or pay back its loans to IBRC. The sales process was initiated by

Siteserv and overseen by a subcommittee of the Siteserv Board. The sales process involved

two stages and IBRC was briefed after each stage.

The Board of Siteserv, as advised by KPMG Corporate Finance and Davy Corporate Finance,

recommended the successful bid as representing the best return for IBRC. I am advised that

the Board of IBRC at that time were satisfied that this was the case.


QUESTION NO: 58 (48755/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he w ill p rovid e an it em ised

list o f all d isp osals m ad e b y t he Ir ish Bank Reso lu t ion

Corp o rat ion p r io r t o t he ap p o in t m en t o f a sp ecial liq u id at o r ;

t he o r ig inal value o f t he liab ilit y o r loan concerned , in each

case; t h e am oun t realised at d isp osal; t he m et hod t he

d isp osal w as m ad e t h rough inclu id ng exam in ersh ip ,

receiversh ip , d irect sale o r o t her ; t he d at e at w h ich t he

d isp osal w as m ad e; if he w ill p rovid e t he sam e in f o rm at ion in

resp ect o f t he p er iod IBRC has b een in sp ecial liq u id at ion ; and

if he w ill m ake a st at em en t on t he m at t er .

REPLY.

With regards to the information requested on those transactions that have taken place both

prior and since the appointment of the Special Liquidators, I am advised that this information

is considered commercially sensitive and therefore will not be releasing the information.

However, the Special Liquidators prepared a progress report in June of this year which

includes details in relation to the sales process concluded by the Special Liquidators up to the

date of this report (6th June 2014). The progress report is published on the Department of

Finance website (http://www.finance.gov.ie/news-centre/press-releases/progress-report-

update-successful-special-liquidation-ibrc ).

Furthermore, under Section 306 of the Companies Act, the Special Liquidators are required

to send to the registrar of companies a statement containing the prescribed particulars about

the proceedings in and position of the liquidation of IBRC after 2 years from the date IBRC

was put into liquidation (6 February 2013).


QUESTION NO: 220 (48159/15)


Michael Noonan)



To ask t h e Min ist er f o r Finan ce if he is sat isf ied t hat t he Ir ish

Bank Reso lu t ion Corp o rat ion , in it s d isp osal o f a com p any

(d et ails sup p lied ) in March 2012, act ed in t he b est f inancial

in t erest o f t he St at e; if h is at t en t ion has b een d raw n t o t he

com p any b eing so ld t o a m uch lo w er b id ; if so , if h e sough t a

sat isf act o ry answ er as t o t he reason ; t he reason t he com p any

w as no t p ut in t o exam inersh ip o r receiversh ip ; if he h as

q uest ioned t he reason t he sam e legal rep r esen t at ives act ed

f o r b o t h t he com p any in q uest io n and t he p urchaser ; and if

he w ill m ake a st at em en t on t he m at t er .

REPLY.

Notwithstanding the State s ownership of the bank at the time, Irish Bank Resolution

Corporation operated at an arm s length capacity from the State in relation to commercial

issues. It was a matter for the board and management to determine and implement such policy

in their organisation. Therefore, commercial decisions in relation to IBRC were solely a

decision for the bank. I am aware that KPMG Corporate Finance and Davy Corporate

Finance ran a joint sales process to sell Siteserv which was in severe financial difficulties and

was unable to service or pay back its loans to IBRC. The sale process was initiated by

Siteserv and overseen by a subcommittee of the Siteserv Board. The sale process involved

two stages and IBRC was briefed after each stage. The Board of Siteserv, as advised by

KPMG Corporate Finance and Davy Corporate Finance, recommended the successful bid as

representing the best return for IBRC. I am advised that the Board of the bank at that time

were satisfied that this was the case.

Catherine Murphy Siteserv PQ Summary

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Transcript of Catherine Murphy Siteserv PQ Summary