Independent Oversight Board Member

Background

The Commission for Communications Regulation (ComReg) was established by the Communications Regulation Act, 2002 (“the 2002 Act”) and is the statutory body responsible for regulating electronic communications and postal services in Ireland. Our role is to ensure that communications markets operate in the interests of end-users and society. At the heart of everything we do is our Mission – to facilitate the development of a competitive communications sector in Ireland that attracts investment, encourages innovation and empowers consumers to choose and use communications services with confidence.

ComReg’s wholesale division is responsible for the regulation of certain wholesale markets in the telecommunications sector and for monitoring and enforcing compliance with regulatory obligations in the telecommunications sector generally.

Eircom Limited, trading as eir, is a telecommunications network operator in Ireland. Eircom provides both retail and wholesale electronic communications services. It is the biggest telecommunications operator in Ireland. Eircom owns the majority of the fixed telecommunications infrastructure in the State. Its network is virtually ubiquitous and is central to the Irish communications sector. As a consequence of its market power in several telecommunications markets it is obliged by ComReg to provide network access to competing operators. This is required to be done on non-discriminatory terms.

In December 2018 ComReg reached a settlement with Eircom in respect of litigation concerning Eircom’s wholesale regulatory obligations. Under the settlement agreement, Eircom was to implement a number of measures to improve Eircom’s internal governance in respect of wholesale regulatory matters. ComReg and Eircom agreed a set of commitments, known as the RGM Undertakings, which, were to result in the establishment and operation of an enhanced Regulatory Governance Model (“RGM”) in Eircom. The Settlement Agreement also provided for the establishment of an Independent Oversight Body (“IOB”) which will oversee Eircom’s implementation and operation of the RGM.

The Role

The IOB has responsibility for the oversight of Eircom’s governance structures as they apply to its regulatory obligations. The objective of the IOB is to provide assurance to Eircom and ComReg that there is in place a clear and unambiguous set of measures, arrangements, structures and internal controls that will ensure compliance with the Eircom’s regulatory obligations. The Charter for the IOB can be found on ComReg’s website^[1].  The IOB is not a corporate body under the Companies Act 2014.

The IOB consists of 5 members, the majority of its members, including its Chairperson, are appointed by ComReg (the “Independent Members”) with two further members appointed by Eircom. An IOB Member’s term on the IOB cannot exceed 5 years.

Independent means that IOB members will not for so long as he/she is an IOB Member and has not for a period of at least two (2) years prior to the establishment of the IOB been in the employ of or an advisor to any company within the Eircom Group, ComReg or another authorised operator in Ireland.

A vacancy has now arisen in respect of one of the Independent IOB member posts and ComReg is now looking to appoint a suitably qualified replacement.

The Role of the IOB

In order for the IOB to carry out its duties, IOB members are required to review, analyse and consider a suite of information and reports generated by Eircom’s RGM, and determine whether additional information is required in order to allow the IOB to develop an informed opinion on Eircom’s regulatory governance arrangements.

The IOB currently meets monthly unless otherwise agreed by ComReg or the IOB Chairperson and a number of days preparatory work is required by IOB members prior to IOB meetings.

As provided for in the Settlement Agreement the tasks of the IOB include, inter alia, the following:

• Monitoring on behalf of the Eircom Board and ComReg, Eircom Group’s compliance with its RGM Undertakings and the Group’s governance and compliance with its Regulatory Obligations generally;
• Monitoring and reporting on the implementation of the RGM Undertakings as set out in the Settlement Agreement;
• Monitoring and reporting on and the suitability of Eircom’s Regulatory Code of Practice and other relevant RGM related documentation as a framework for securing compliance by Eircom with its Regulatory Obligations, advising the Eircom Board and ComReg in this regard.
• Evaluating whether Eircom’s RGM, including its Internal Audit function, is adequately resourced with sufficient numbers of adequately experienced staff of the requisite expertise and
• Reviewing and assessing how effective Eircom’s governance arrangements are in ensuring:
  • the accuracy of Key Performance indicators (KPIs) and metrics relevant to regulatory matters
  • regulatory compliance in respect of Eircom’s assessment of requests from operators for wholesale regulated products and services;
  • regulatory compliance regarding the operation and management of open eir wholesale service level agreements for regulated products;
  • the appropriate allocation of capital expenditure to the Wholesale Function in light of Eircom’s regulatory obligations.

• Reviewing, determining and raising with the Eircom Board any material difficulties, reservations or other matters arising from the implementation of Eircom’s Regulatory Code of Practice or RGM Undertakings; and
• Reviewing and recommending to the Board for their consideration, proposals for any changes to Eircom’s regulatory governance structures in so far as they impact Eircom’s ability to meet its Regulatory Obligations and simultaneously advising ComReg of these recommendations.
• To satisfy itself as to the effectiveness of Eircom’s Regulatory Governance Functions by:
  • reviewing annually their work plans, including Internal Audit plans, and charters/mandates
  • reviewing the level of human and financial resource available to them and making recommendations to eir in that regard; and
  • periodically reviewing their effectiveness.

KNOWLEDGE AND EXPERIENCE

Essential experience/knowledge:

The new IOB appointee will have operated at a senior level in a legal, governance, or related capacity ideally but not essentially in the telecommunications or other regulated sector or in the legal sector in Ireland or overseas.

The IOB member must:

• have excellent communication, influencing skills and a clear ability to work and contribute in a collaborative manner;
• bring independent and objective scrutiny to the oversight of the organisation;
• be prepared to be challenging when necessary while being supportive to the delivery of organisational strategy and objectives;
• be equipped to offer considered advice on the basis of sound judgement and experience;
• be prepared to make a time commitment commensurate with the role;

Desirable experience/knowledge:  

In addition to the foregoing, it is desirable that the candidate is able to demonstrate the following:

• Experience at a senior level in the areas of assurance or governance.
• Experience of operating in a regulated environment.
• A commitment to public service values and regulation in the public interest.
• A strong understanding of good corporate governance in a regulated environment.
• The ability to understand and work within a legislative framework.
• The capacity to quickly understand the complex strategic, legal and regulatory environment applicable to the telecommunications sector.
• Capacity for open-minded strategic thinking and an ability to bring their own experience to bear on issues under discussion.
• A clear understanding of good governance practices with a strong sense of ethics, integrity and impartiality.
• Commitment to an evidence-based approach, and the capacity to appreciate the implications of complex and multi-faceted regulatory processes.
• The ability to constructively challenge and critically analyse information.
• The ability to make important and difficult objective decisions.
• The ability to challenge constructively the opinions of others while working to achieve a shared consensus and accept collective responsibility for decisions.

Competencies:

• Communication and Influencing: Communicates clearly, confidently and respectfully.  Engages, persuades and convinces others to follow a particular course of action.  Ensures all relevant parties are appropriately updated and notified.

• Ownership and Accountability: Applies professional, independent, ethical standards. Takes responsibility for work activities and personal actions.  Follows through on commitments.

• Contextual Understanding: Understands the regulatory, legislative, political, industrial, economic, societal and cultural environment.  Uses this understanding to interact effectively.  Considers the wider impact of actions and decisions.

• Strategy and Leadership: Creates a climate of cooperation where people strive to achieve common goals.  Is supportive to the delivery of strategy and objectives, can also be challenging when necessary.  Takes a broad view.  Anticipates future developments and applies this to operational situations.  Is equipped to offer considered advice based.

• Decision Making and Judgement: Effectively builds evidence base to support objective decision-making. Assesses alternative options.  Challenges constructively the opinions of others while working to achieve a shared consensus and accept collective responsibility for decisions.  Uses judgement to adapt to challenging requirements.

• Teamwork: Promotes and enhances team performance through working collaboratively and in cooperation with others to identify and achieve goals.  Interacts in a manner that builds respect and fosters trust.

[1] Search under publications on the ComReg website for Information notice (IN), ComReg document 18/110: Wholesale Compliance litigation Update: Outcome of Cases 481 and 568 and related litigation. Dated: 10 December 2018. The IOB charter is at Annex 3 to the Settlement agreement included in the IN.