Restructured BGE

Electricity Expansion

A substantial Bord Gáis power plant to Whitegate was commissioned in 2008 and was operational by 2010.  The 445-megawatt output could power 500,000 homes.

In 2008 Bord Gáis purchased a 30 megawatt wind farm in the west of Ireland.  The wind farm investments increased to €50 million.

Restructuring

The Gas Regulation Act 2013 provides for the restructuring of Bord Gais Eireann and the establishment of a gas network subsidiary. It provides for the sale of the company and, for this purpose, provides for the establishment of an energy subsidiary. It changes the provisions relating to ministerial ownership and control.

The legislation provides for a network subsidiary company.  BGE may not sell this company or its assets.

Provision is made for the appointments of directors to the network company. The prior consent of the Minister for Communications, Energy and Natural Resources, having consulted with the Minister for Public Expenditure and Reform, is required. After the appointment of the majority-shareholding Minister, such appointment shall be subject to the approval of the majority-shareholding Minister.

There are standard provisions regarding corporate governance. The role of directors, disclose of their interests, safeguarding of confidential information and automatic disqualification from directorship in the case that the holder holds certain incompatible public offices.

Separating Network

BGÉ and Gaslink are to provide a network plan in respect of the network companies. There is to be a transfer plan providing for the transfer of assets, liabilities, rights, staff, etc., which are for the network business. The Minister, with the consent of the Minister for Public Expenditure, is to approve the plan.

After the transfer, the network company becomes the owner of the network and is responsible for its operation. For two years after the transfer, there is a provision for adjustment of assets, liabilities and staff transfer as may be found necessary to give effect to the separation.

There is provision for the transfer of the energy business to a new energy company. BGE is to prepare a transfer plan to incorporate assets, contracts, liabilities and employees of the energy company. No part of the transmission or distribution service is to be included in the plan.

There is provision for approval of the transfer of plan by the Minister for Communications, Energy and Natural Resources with the consent of the Minister for Public Expenditure and Reform.

There is a provision for ratification and giving effect to the transfer plan. As with the case of the transmission company, there is a provision for adjustment within a year of the assets, license, rights, liabilities, etc., transferred to the energy subsidiary.

Governance & Unbundling

The Minister is to approve the terms of the Memorandum and Articles of Association. This control applies up until the disposal of the energy subsidiary.

At least three directors must be appointed to the Energy Committee approved by the Minister with the consent of the Minister for Finance up to the date of disposal. Employees of BGE only may be appointed.

In accordance with the EU gas market directives, the legislation provides for the designation of a majority shareholding Minister in the company. Under the Directive, the ownership of the energy company and transmission and distribution networks must be unbundled. This is part of EU policy on competition in public utilities so as to provide a level playing pitch and consequent competition for gas suppliers.

Shareholders in other state energy companies which are active in power generation or electricity and gas supply, including Bord na Mona and ESB, may not retain shareholding or a decision-making role in relation to Bord Gáis’s network business. The corporate policy and governance procedures are designed to be compatible with the Directive.

BGE, after the sale of the energy businesses, has no role in relation to gas supply to consumers. It should be a fully unbundled transmission system operator and may not engage in the gas business.

Financial

There is provision for directives by the majority shareholding Minister concerning the financial objectives of the Board and directions as to its profits. They may be given by the majority shareholding Minister or in consulting with the Minister for Communications, Energy and Natural Resources and the Minister for Public Expenditure.

The board of BGE must take account of government guidelines and policies regarding pay and conditions of employment. There is a provision for appointment, remuneration of staff and their expenses. The salary of the CEO is subject to the consent of the Minister for Finance after consulting certain other Minister’s Department. Provisions are made to be a superannuation scheme.

Capital commitments require the consent of the majority shareholding Minister after consultation unless the majority shareholding Minister advises the board or BGE that such consent is no longer required.

Consent is required for the construction of gas lines or for In deciding whether to give consent or not for a pipeline, criteria in the EU Directive must be followed, and the Commission for Energy Regulation must have approved construction.