Board Committee Reports

Audit and Risk Committee Report

On behalf of the Uisce Éireann Audit and Risk Committee, I am pleased to present the Committee’s Report for the year ended 31 December 2025.

The purpose of this report is to provide an insight into the workings of the Audit and Risk Committee during 2025.

The Committee

The Committee comprises four independent Non-Executive Uisce Éireann Board Members who bring experience and expertise from a range of industries, backgrounds and perspectives, which is vital in supporting effective governance.

The members of the Committee, length of service and attendance at meetings during 2025 are set out below:

Member	Length of Service	Meetings Attended (attended/eligible)
Gerard Britchfield (Chairperson)	January 2023 to December 2025	6/6
Eileen Maher	January 2023 to date	6/6
Cathy Mannion	January 2023 to date	6/6
Michael Walsh	January 2023 to date	6/6

Following the retirement of Mr Gerard Britchfield from the Board, Cathy Mannion was appointed Chairperson of the Committee. Rena O’Sullivan was appointed to the Committee in February 2026

The members of the Committee are appointed by the Uisce Éireann Board in consultation with the Chairperson of the Committee. The Committee is independent from the management of the Company.

Role and Responsibilities of the Committee

The role of the Committee, as set out in the Terms of Reference, is to support the Uisce Éireann Board in relation to its responsibilities for the following matters:

Financial reporting;
Risk management;
Internal controls;
Internal audit; and
External audit.

The Committee also undertakes other related activities including oversight of obligations under the Corporate Sustainability Reporting Directive, policies and procedures on protected disclosures, anti-fraud and anti-bribery and anti-corruption.

The Chairperson of the Committee reports to the Uisce Éireann Board on the matters addressed at each Committee meeting.

Activities of the Audit and Risk Committee

Throughout 2025, the Committee dedicated significant time to fulfilling its key oversight responsibilities, meeting six times during the year. Regular attendees at Committee meetings, at the invitation of the Committee, include the CEO, the Chief Financial Officer, the Chief Legal Officer, the Company Secretary, the Strategy, Resilience and Regulation Director, the Head of Internal Audit, the Head of Financial Control and Planning, the Head of Financial Governance and Compliance, the Head of Organisational Risk and Resilience and representatives from the external auditors. When required, other key executives and senior management are invited to attend to present and provide deeper insight on various topics as are required by the Committee to discharge its duties.

The Committee engaged regularly with senior management, internal audit, risk management and the statutory auditors. Uisce Éireann is subject to a dual audit by both the Comptroller and Auditor General (C&AG) and its commercial statutory auditor under the Companies Acts, Deloitte Ireland LLP. The Committee met separately with representatives from both the Office of the C&AG and Deloitte during the year. In addition, in order to discharge its duties effectively, it pursued a full agenda of reviews in its meetings throughout the year.

A summary of the activities undertaken by the Committee in 2025 is outlined below.

Duty	Activities carried out in 2025
Financial reporting	Reviewed the Uisce Éireann Annual Report and Financial Statements, before recommending their approval to the Board. Considered the appropriateness of accounting estimates and judgements applied in preparing the financial statements including the appropriateness of adopting the going concern basis of preparing the financial statements. Reviewed the Uisce Éireann accounting policies and matters impacting financial reporting. Reviewed Uisce Éireann unaudited accounts for the six months ended 30 June 2025. Considered the external auditor’s management letter points. Considered audit plans from both Deloitte and the C&AG. Met with Deloitte and the C&AG, separate from management. Met with the Chief Financial Officer, separate from management. Reviewed pension scheme funding.
Risk management	Considered the quarterly Corporate Risk Register and Resilience Reports and Cyber Risk and Resilience Updates for Uisce Éireann and discussed risk exposures, including trending and emerging risks, mitigating controls and target risk ratings. Considered a comprehensive program of deep dive items throughout the year which focused on key risk exposures for Uisce Éireann. Reviewed and recommended non-material amendments to the Risk Assessment Methodology. Reviewed the Risk Appetite Statements and associated Risk Appetite Levels for Uisce Éireann in advance of approval by the Board. Reviewed Crisis Management and Business Continuity preparedness. Met with Head of Organisational Risk and Resilience, separate from management. Reviewed and approved non-material amendments to the Organisational Risk Management Policy and Organisational Risk Management Framework.
Internal controls	Considered the quarterly Integrated Assurance Forum reports for Uisce Éireann, including any instances of potential control enhancements. Reviewed the Statement on the System of Internal Control and all associated control and governance reports, prior to consideration by the Board. Discussed the mid-year and year-end Directors’ Compliance Matrix, in advance of Board approval. Met with Head of Financial Governance and Compliance, separate from management. Considered interim and year-end Procurement Compliance Reporting.
Internal audit	Approved the 2026 Internal Audit plan for Uisce Éireann. Review of Internal Audit Strategy 2025 to 2028. Approved the Internal Audit Charter. Discussed the findings of the quarterly Internal Audit Reports for Uisce Éireann. Considered updates on the implementation progress of Internal Audit recommendations. Received reports on confidential issues. Met with Head of Internal Audit, separate from management. Evaluated the effectiveness of the Internal Audit function.
External audit	Carried out an assessment of the effectiveness of the external auditor (Deloitte), including monitoring the compliance with ethical and professional guidance on independence, qualifications, expertise and resourcing. Reviewed the terms of external audit engagement from Deloitte and the C&AG. Reviewed policy on the employment of former employees of the statutory auditors. Approved limits on the award of contracts to the external audit for non-audit work. Recommended approval of audit fees. Recommended an extension of the appointment of Deloitte for financial years 2027 and 2028.
Governance Issues	Considered developments in relation to Uisce Éireann’s reporting obligations under the Corporate Sustainability Reporting Directive. Considered annual Protected Disclosures Report in advance of issue to the Department of Public Expenditure, Infrastructure, Public Service Reform and Digitalisation and publication on the Uisce Éireann website. Reviewed the suite of ethics related policies, comprising the Anti-Fraud Policy, the Anti-Bribery and Anti-Corruption Policy and the Protected Disclosures Policy, which form part of the ‘Doing the Right Thing’ campaign and recommended their approval to the Board as appropriate. Met with Chief Legal Officer, separate from management. Conducted review of its own performance and effectiveness, in accordance with the Code of Practice. Approved amendments to the Committee Terms of Reference, prior to Board approval. Considered the Chairperson’s Report under Section 1.9 of the Business and Financial Reporting appendix of the Code of Practice, prior to Board approval and submission to the Minister for Housing, Local Government and Heritage. Approved Committee’s Programme of Work for 2026.

Conclusion

I can confirm that the Audit and Risk Committee has satisfied its responsibilities as set out in its Terms of Reference and under the Code of Practice during 2025. Following the review of the effectiveness of the system of internal controls, which include Organisational Risk Management, Integrated Assurance and Internal Audit, the Committee concluded that it was satisfied that the System of Internal Control enables the Board to conclude that these systems are appropriate for the business and that effective systems of internal control are maintained and operated with no material breaches noted in the year. Looking ahead to 2026, the Committee’s key priorities will include maintaining oversight of the integrity of financial reporting, internal control processes and sustaining a strong culture of risk management across Uisce Éireann. The Committee will continue to support preparations for the reporting obligations under the Corporate Sustainability Reporting Directive.

I would like to thank my predecessor Gerard Britchfield and my fellow Committee Members for their commitment to achieving a full Programme of Work in 2025 and look forward to working with them and the Uisce Éireann team in 2026 as we continue to provide oversight of the governance, financial reporting, risk management, internal controls, internal audit and external audit arrangements in place in Uisce Éireann.

Cathy Mannion

Audit and Risk Committee Chairperson

The Committee

Cathy Mannion

Chairperson

Eileen Maher

Committee Member

Rena O’Sullivan

Committee Member

Michael Walsh

Committee Member

Investment, Infrastructure and Sustainability Committee Report

The Committee

The Committee currently comprises five Uisce Éireann Board Members appointed by the Uisce Éireann Board, one of whom is the Chief Executive Officer, collectively bringing infrastructure, regulatory, finance and legal experience and expertise.

The members of the Committee, length of service and attendance at meetings during 2025 are set out below:

Member	Length of Service	Meetings Attended (attended/eligible)
Michael Nolan (Chairperson)	January 2024 to date	10/10
Niall Gleeson	January 2023 to date	9/10
Jerry Grant	July 2024 to date	10/10
Cathy Mannion	January 2023 to date	10/10
Michael Walsh	January 2023 to date	10/10

Role and Responsibilities of the Committee

The role of the Investment, Infrastructure and Sustainability Committee, as set out in its Terms of Reference, is to support the Uisce Éireann Board in carrying out its duties in the following areas:

Investments
Infrastructure
Sustainability
Exercise of statutory powers
Other matters

The Chairperson of the Committee reports to the Uisce Éireann Board on the matters addressed at each Committee meeting.

Key Activities of the Investment, Infrastructure and Sustainability Committee

Throughout 2025, the Committee dedicated significant time to fulfilling its key oversight responsibilities. Regular attendees at Committee meetings, at the invitation of the Committee, include the Infrastructure Delivery Director, Asset Management and Sustainability Director, Chief Legal Officer and Company Secretary. When required, other key executives and senior management are invited to attend to present and provide deeper insight on various topics as requested by the Committee to discharge its duties.

A summary of the activities undertaken by the Committee in 2025 is outlined below.

Duty	Activities carried out in 2025
Investments	Throughout 2025, the Committee dedicated significant time to discharging its duties, with a consistent focus on assurance for the Board on affordability, delivery confidence and prioritisation across the investment programme, major infrastructure initiatives and sustainability commitments. Management presentations and papers were used to support Committee challenge and oversight, including follow-up actions where clarification or additional assurance was required. Reviewed contracts and commercial agreements, including frameworks, relating to capital investments with a value in excess of twenty million euro and recommended approval to the Board on the basis that such investments meet appropriate criteria including, amongst other considerations, shareholder return expectations, that there is a justification for the proposed project, that it is affordable within funding constraints, that it is a high priority relative to competing proposals and that it sits within Uisce Éireann’s corporate strategy. Reviewed progress reports on Board approved projects with capital expenditure in excess of €20m, showing delivery against targets, status of budgets and capital expenditure and operating expenditure summaries. Considered post implementation reviews in respect of projects approved by the Board. Considered quarterly Infrastructure Delivery Report. Ensured procedures for investment appraisal are fit for purpose and comply with best practice including the principles and relevant requirements of the Department of Public Expenditure, Infrastructure, Public Service Reform and Digitalisation Infrastructure Guidelines and draft Water Services Sector Specific Guidelines as published. Review of cost estimation methodology. Considered proposed procurement strategies in advance of commencing the tender process for major projects and programmes. Reviewed and recommended to the Board for approval the 2026 capital programmes budget.
Infrastructure	In reviewing major investment matters during 2025, the Committee applied a consistent assurance lens for the Board covering delivery confidence (scope/schedule), affordability and funding, cost estimation and contingency, and procurement/market strategy. Considered and recommended adoption by the Board of the Water Services Strategic Plan 2050. Reviewed portfolio and investment priorities/decision making over 5 to 10 year horizon to inform regulatory submissions and CAPEX planning. Received regular updates on Strategic Leakage Control Plan. Considered risk management of high risk watermains. Considered progress on Water Supply Project, Midlands and Eastern Region, including recommendation to the Board of detailed business case. Considered progress on Greater Dublin Drainage Project, including recommendation to the Board of detailed business case. Considered strategy for the existing Design, Build and Operate estate. Considered quarterly Critical Assets Report. Considered property portfolio update. Considered fleet management strategy. Across these items, the Committee maintained a focus on delivery and resilience risk including supply chain visibility, critical assets and high-risk watermains to support Board assurance on the robustness of delivery plans.
Sustainability	Monitored implementation of the sustainability strategy. Considered regular updates on Sustainability Reporting Project. Considered progress on sustainability initiatives. Considered potential impacts of European policy development. Considered proposed electricity purchasing strategy. Considered Infrastructure Resilience Adaptation Plan.
Statutory powers	Made recommendations to the Board as required in relation to Water Conservation Orders.
Other matters	Considered Supply Chain contract visibility report as a standing item. Reviewed and recommended approval of legal services framework agreement. Reviewed and recommended approval of pension advisory framework agreement. Conducted external review of the effectiveness of the Committee, in accordance with the Code of Practice. Approved amendments to the Committee Terms of Reference, prior to Board approval. Approved Committee’s Programme of Work for 2026

The Committee

Michael Nolan

Chairperson

Niall Gleeson

Committee Member

Jerry Grant

Committee Member

Cathy Mannion

Committee Member

Michael Walsh

Committee Member

Utility Transformation and Operations Performance Committee Report

The Committee

The Committee currently comprises four Board Members appointed by the Uisce Éireann Board, one of whom is the Chief Executive Officer, each contributing valuable perspective in areas of utility transformation, industrial relations and operational experience.

The members of the Committee, length of service and attendance at meetings during 2025 are set out below:

Member	Length of Service	Meetings Attended (attended/eligible)
Douglas Millican (Chairperson)	October 2024 to date	7/7
Niall Gleeson	January 2023 to date	7/7
Patricia King	January 2023 to date	7/7
Michael Nolan	January 2024 to date	7/7
Paul Reid	July 2024 to July 2025	4/4

Following the resignation of Mr Paul Reid from the Board, Mr Douglas Millican was appointed Chairperson of the Committee in July 2025. Orlagh Nevin was appointed to Committee in February 2026.

Role and Responsibilities of the Committee

During 2025, the role of the Committee, as set out in the Terms of Reference, was to support the Uisce Éireann Board in carrying out its duties in the following key areas during the transformation phase:

Implementation of the Master Co-operation Agreement;
Ensure transformation plan addresses the issues required to deliver an integrated utility;
Culture development to deliver an integrated utility;
Oversee strategy and plans to ensure stability during the transformation stage.

The Chairperson of the Committee reports to the Uisce Éireann Board on the matters addressed at each Committee meeting.

In November 2025, recognising the requirement to place a stronger focus on operational, customer service and environmental performance, as well as completing the transformation programme to deliver an integrated utility, the Committee Terms of Reference were reviewed and updated to strengthen the operational focus. The name of the Committee was also changed from the “Uisce Éireann Transformation Programme Committee” to the “Utility Transformation and Operations Performance Committee”.

Key Activities of the Utility Transformation and Operations Performance Committee

Throughout 2025, the Committee dedicated significant time to fulfilling its key oversight responsibilities. Regular attendees at Committee meetings, at the invitation of the Committee, include the Chairperson of the Board, Chief Operating Officer, People and Safety Director, Chief Financial Officer, Uisce Éireann Transformation Programme Director, Chief Legal Officer and Company Secretary.

A summary of the activities undertaken by the Committee in 2025 is outlined below.

Duty	Activities carried out in 2025
Implementation of the Master Co-operation Agreement.	Monitored and reported to Board on progress of transfers of Local Authority water services staff to Uisce Éireann. Considered industrial relations strategy and monitored industrial relations environment.
Ensure transformation plan addresses issues required to deliver an integrated utility	Oversaw and reported to the Board on the Uisce Éireann Transformation Programme progress and budget. Monitored implementation of target operating model, including external recruitment. Reviewed progress on establishment and implementation of operational centres of excellence and streaming of staff into water and wastewater services. Monitored progress on rollout of portfolio of offices, operations centres, regional stores and fleet. Reviewed roll-out of telemetry and alarm monitoring programme.
Culture development to deliver an integrated utility.	Considered regular progress updates on roll out and implementation of a single safety management system across all water services staff. Monitored impact of revised ways of working and roll-out of technology. Considered peer support initiatives to complement the formal induction programme. Considered update on people and culture evaluation and future requirements for a culture evaluation audit.
Oversee strategy and plans to ensure stability during the transformation phase.	Reviewed and considered key customer metrics and key operational metrics as a standing item at each meeting. Focussed on identifying root causes for customer complaints. Considered optimisation of processes in relation to new housing connections. Considered risk status of key water and wastewater infrastructure assets. Carried out a number of deep dives on topical issues – including operational performance during extreme weather events, drivers for boil water notices and the housing prioritisation project. Undertook visits to operational sites, including Lee Road water treatment plant, Carrigrennan wastewater treatment plant, customer contact centre and national operations monitoring centre.
Other matters	Conducted external review of the effectiveness of the Committee, in accordance with the Code of Practice. Approved amendments to the Committee Terms of Reference, prior to Board approval. Approved Committee Programme of Work for 2026.

The Committee

Douglas Millican

Chairperson

Niall Gleeson

Committee Member

Patricia King

Committee Member

Orlagh Nevin

Committee Member

Michael Nolan

Committee Member

Remuneration Committee Report

The Committee

The Remuneration Committee currently comprises four non-executive Uisce Éireann Board Members appointed by the Uisce Éireann Board, each of whom contribute valuable perspective in areas of financial, industrial relations and management experience.

The members of the Committee, length of service and attendance at meetings during 2025 are set out below:

Member	Length of Service	Meetings Attended (attended/eligible)
Eileen Maher (Chairperson)	January 2023 to date	8/8
Gerard Britchfield	January 2023 to December 2025	8/8
Jerry Grant	July 2024 to date	8/8
Patricia King	January 2023 to date	8/8
Paul Reid	November 2024 to July 2025	4/4
Michael Walsh	July 2025 to February 2026	4/4

In February 2026 Michael Walsh stepped down upon the appointment of Orlagh Nevin and Rena O’Sullivan to the Committee.

Role and Responsibilities of the Committee

The role of the Committee, as set out in the Terms of Reference, is to support the Uisce Éireann Board in carrying out its duties the following key areas:

Chief Executive’s Performance and Remuneration
Executive Remuneration
Succession Planning and Leadership Development
Company Pay Model and Pensions
Balanced Scorecard

The Chairperson of the Committee reports to the Uisce Éireann Board on the matters addressed at each Committee meeting.

Key Activities of the Remuneration Committee

Throughout 2025, the Committee dedicated significant time to fulfilling its key oversight responsibilities. Regular attendees at Committee meetings, at the invitation of the Committee, include the Chief Executive Officer, People and Safety Director, Chief Financial Officer, Chief Legal Officer and Company Secretary. The Committee is authorised, subject to the approval of the Board, to co-opt additional members to provide specialist skills, knowledge and experience if considered necessary.

A summary of the activities undertaken by the Committee in 2025 is outlined below.

Duty	Activities carried out in 2025
Chief Executive’s Performance and Remuneration	Recommended to the Board the submission of a request for an amendment to the terms and conditions of employment of the Chief Executive Officer on foot of the Senior Posts Renumeration Committee report on Chief Executive Remuneration in Commercial Semi State Bodies.
Executive Remuneration	Considered and made recommendation to the Board on appointment of direct report to the Chief Executive Officer. Considered Executive remuneration benchmarking. Reviewed and recommended annual pay progression and performance related awards for direct reports to the Chief Executive Officer.
Succession Planning and Leadership Development	Consideration of growing senior management succession planning pipeline. Review of expansion of formal career development at all levels.
Company Pay Model and Pensions	Considered, reviewed and made recommendations to the Board as required in relation to 2026 pay agreement. Reviewed and recommended the payment of performance related awards across the Company. Reviewed and recommended 2025 annual pay progression in line with pay agreement. Considered pension scheme funding and investment strategy. Considered and recommended increase to pensions in payment.
Balanced Scorecard	Reviewed year end outturn of Balanced Scorecard 2024. Considered and recommended targets for Balanced Scorecard 2025. Quarterly review of Balanced Scorecard performance against targets. Considered development of Balanced Scorecard targets for 2026.
Other matters	Considered Annual Gender Pay Gap and communicated to the Board on publication of Gender Pay Gap Report. Conducted external review of the effectiveness of the Committee, in accordance with the Code of Practice. Approved amendments to the Committee Terms of Reference, prior to Board approval.

The Committee

Eileen Maher

Chairperson

Jerry Grant

Committee Member

Patricia King

Committee Member

Orlagh Nevin

Committee Member

Rena O’Sullivan

Committee Member