Limerick City of Culture by Limerick Governance Review

8/13/2019 Limerick City of Culture by Limerick Governance Review

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Limerick Governance Review

LIMERICK CITY OF CULTURE

BOARD OF DIRECTORS

Name Classification Attendance

Pat Cox (Chairman) Affiliated1 Not disclosed

Paul O'Connell Independent Not disclosed

Bill Whelan Independent Not disclosedOrlaith McBride Independent Not disclosed

Conn Murray Insider2 Not disclosed

Tim O'Connor Independent Not disclosed

Brian McEnery Independent Not disclosed

Dave O'Hara Independent Not disclosed

Niall O'Donnchu Affiliated3 Not disclosed

Neil Pakey Independent Not disclosed

% Independent 70%

1Chairman. Appointed by the Minister for Arts, Heritage and the Gaeltacht.2Manager/CEO, Limerick City and County Council.3Assistant Secretary, Department of Arts, Heritage and the Gaeltacht.

BACKGROUND

TIMELINE OF EVENTS

July 7, 2012: Limerick announced as first National City of Culture by Jimmy

Deenihan TD, Minister for Arts, Heritage and the Gaeltacht;

January 7, 2013: Announcement of Pat Cox's appointment as chairman of the

board and Paul O'Connell, Bill Whelan and Orlaith McBride as directors;

March 12, 2013: Karl Wallace appointed Artistic Director;

June 2013: Application for funding, as prepared by Mr. Wallace, submitted to

Government;August 2013: Application for funding redrafted by Patricia Ryan, at that time

acting in a consultancy capacity prior to appointment as CEO;

October 16, 2013: 6 million in public funding announced;

November 4, 2013: Announcement of Ms. Ryan's appointment as CEO and


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launch of Programme of Events;

December 31, 2013: New Year's Eve launch event, including fireworks and

outdoor concert;

January 2, 2014: Mr. Wallace's resignation made public; and

January 3, 2014: Public meeting held to address public concern and criticism.

PUBLIC CONTROVERSY

APPOINTMENT OF CEO

On November 4, 2013, Patricia Ryan was announced as CEO. Controversy quickly

ensued due to the lack of a public competition for the position and Ms. Ryan's former

position as advisor to chairman Pat Cox during his tenure as a MEP.

RESIGNATION OF ARTISTIC DIRECTOR

On January 2, 2014, it emerged that artistic director Karl Wallace had resigned hisposition with immediate effect. Mr. Wallace cited the failure of the board to institute

his requested staffing structure and his belief that he had been undermined in his role

as the primary reasons for his departure.

ANALYSIS

We believe stakeholders should be mindful of the following issues:

BOARD ISSUES

STRUCTURE

Senior Independent Director

As a poli tical appointee, we do not consider the chairman of the board to be an

independent director. The board, however, has not appointed a senior independent

director.

We urge the board to appoint a senior independent director as soon as practicable.

Audit Committee

The board has not, to our knowledge, established an audit committee. We believe

this key governance committee should consist of a minimum of three independent

directors, at least one of whom possesses relevant financial expertise.

We note the appointment of Brian McEnery, Partner Corporate Recovery, BDO

Ireland, a chartered accountacy firm, to the board.

We urge the board to establish an audit committee as soon as practicable.

Human Resources & Remuneration Committee


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The board has not, to our knowledge, established a human resources &

remuneration committee. We believe this key governance committee should consist

of a minimum of three independent directors.

Further, the board has failed to disclose the details of its executive remuneration and

incentive policy.

Furthermore, the board has failed to disclose the quantum of sitting fees, if any, to bepaid to directors.

We urge the board to establish a human resources & remuneration committee and to

disclose its remuneration policy as soon as practicable.

Overcommitment

We believe that the level of external commitments of many of the directors combined

with their geographic dispersion may prevent them from devoting the requisite time

and attention to their duties, particularly in the event of a crisis. We are concernedthat the board is currently over reliant on Conn Murray.

DISCLOSURE

Directors' Biographies

The board has failed to disclose detailed biographical information for the directors.

Lacking this information, stakeholders are impeded in determining whether the board

comprises directors with adequate relevant expertise. We note, however, the board's

assertion that the it constitutes a "dynamic leadership team, covering internationalpolitics, music, sport, art, finance and marketing".

Attendance

The board has failed to disclose the attendance record of directors at meetings of the

board.

We urge the board to disclose this information going forward.

CONCLUSION

ULTIMATE RESPONSIBILITY

We believe that the problems dogging the City of Culture organisation at this time

can, in large part, be attributed to a lack of strategic foresight on the part of central

government, specifically the Minister for Arts, Heritage and the Gaeltacht, JimmyDeenihan, and, to a lesser extent, the Minister for Finance, Michael Noonan.

While Limerick's designation as Ireland's first City of Culture was announced on July

7, 2012, the board was not formally constituted until January 4, 2013 and the artistic


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director, Karl Wallace, not appointed until March 12, 2013. Further, the City of

Culture's budget allocation was not announced until October 16, 2013.

We believe that the consequent time constraints, in conjunction with our

aforementioned concerns regarding the structure of the board and the potential

overcommitment of individual directors, contributed in large part to the board's

departure from best practice regarding the recruitment of Ms. Ryan and subsequent

public controversy.

RECOMMENDATIONS

We urge the board to action our aforementioned concerns, specifically: (i) to appoint

a senior independent director; (ii) to establish board audit and human resources &

remuneration committees; and (iii) to improve disclosure regarding directors'

biographical information, external commitments and attendance at meetings of the

board.

APPENDIX

About this report:

The purpose of this report is to provide a governance-based analysis of the Limerick

City of Culture organisation ("the Organisation") and the structure of its board of

directors in particular. We believe that many of the problems being encountered by

the Organisation at present could have been preempted by improved adherence to

certain governance standards and structures as outlined in our analysis above.

Sources:

"About Us". Limerick City of Culture;

"Deenihan announces new National City of Culture Initiative". Department of

Arts, Heritage and the GaeltachtJuly 3, 2012;

Laura Ryan "Three Freemen of Limerick Announced to Lead Limerick City of

Culture Initiative 2014". Limerick Communications OfficeJanuary 7, 2013;

Alan Owens. "Wallace appointed to top City of Culture position in Limerick".

Limerick LeaderMarch 12, 2013;

Alan Owens. "Limerick City of Culture to receive 6m in funding". Limerick

LeaderOctober 15, 2013;

Alan Owens. "City of Culture Programme launched in Limerick". Limerick

Leader November 4, 2013;

Alan English. "Michael Noonan linked to city of culture job row".Limerick

LeaderNovember 29, 2013;

Kathryn Hayes. "Limerick manager accepts criticism over appointment". Irish

TimesNovember 26, 2013;Alan Owens and Mike Dwane. "Karl Wallace quits Limerick City of Culture

post". Limerick LeaderJanuary 2, 2014; and

Leader Reporters. "Hundreds attend Limerick City of Culture Meeting". Limerick

LeaderJanuary 3, 2014.
http://www.limerickleader.ie/what-s-on/arts-entertainment/hundreds-attend-limerick-city-of-culture-meeting-1-5786339http://www.limerickleader.ie/what-s-on/arts-entertainment/karl-wallace-quits-limerick-city-of-culture-post-1-5781607http://www.irishtimes.com/news/crime-and-law/courts/limerick-manager-accepts-criticism-over-appointment-1.1607303http://www.limerickleader.ie/what-s-on/arts-entertainment/michael-noonan-linked-to-city-of-culture-job-row-1-5715687http://www.limerickleader.ie/what-s-on/arts-entertainment/city-of-culture-programme-launched-in-limerick-1-5643317http://www.limerickleader.ie/what-s-on/arts-entertainment/limerick-city-of-culture-to-receive-6m-in-funding-1-5587052http://www.limerickleader.ie/what-s-on/arts-entertainment/wallace-appointed-to-top-city-of-culture-position-in-limerick-1-4887621http://limerickcity.ie/Press/Pressreleasesarchive/2013/ThreeFreemenofLimerickAnnouncedtoLeadLimerickCityofCultureInitiative2014/http://www.ahg.gov.ie/en/PressReleases/2012/July2012PressReleases/htmltext,16586,en.htmlhttp://limerickcityofculture.ie/content/about-us


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Limerick City of Culture by Limerick Governance Review