Corporate Governance

For the year ended 31 December 2022

Members of the Board of RTÉ are committed to maintaining the highest standards of corporate governance and business conduct. The Broadcasting Act 2009 requires members to have experience of, or capacity in, matters relevant to the oversight of a public-service broadcaster (Section 82). Each member of the Board must also perform his or her functions in such a manner as to ensure that the activities of RTÉ, in pursuance of its statutory objects, are performed efficiently and effectively (Section 87).

RTÉ complies with the Code of Practice for the Governance of State Bodies (“Code of Practice”).

The Code of Practice sets out principles of corporate governance which Boards of State Bodies are required to observe. This includes governance practices and procedures in a broad range of areas such as the role of the Board; codes of conduct and disclosure of interests; business and financial reporting; risk management and internal control; relations with the Oireachtas and parent department; and a range of other specific control procedures. Further information on these areas is set out in the remainder of this section of the Annual Report.

The Chair of the Board is required to confirm annually to the Minister for Tourism, Culture, Arts, Gaeltacht, Sport and Media that the governance practices and procedures in RTÉ are in compliance with the Code of Practice.

RTÉ complies with the corporate governance and other obligations imposed by the Ethics in Public Office Act, 1995, the Standards in Public Office Act, 2001 and the Criminal Justice (Corruption Offences) Act, 2018.

The Board has also adopted its own Code of Conduct, which sets out its approach to responsible and ethical business behaviour.

The Board of RTÉ

Composition

Members of the Board of RTÉ are appointed under Section 81 of the Broadcasting Act 2009 for a period not exceeding five years. The Act provides for a 12-member Board, to be appointed by the Government as follows:

• Six members are appointed on the nomination of the Minister for Tourism, Culture, Arts, Gaeltacht, Sport and Media
• The Oireachtas Committee on Media, Tourism, Arts, Culture, Sport and the Gaeltacht proposes four members to the Minister
• The Director-General of RTÉ is an ex officio member, and
• One member of RTÉ staff is appointed following election.

The Government appoints one of the members to act as Chair. The Broadcasting Act 2009 also provides for gender balance in the composition of the Board by requiring that its members include no fewer than five men and five women. At 31 December 2022, there are five women and seven men on the Board of RTÉ.

There were changes to the membership of the Board of RTÉ during the year.

Jonathan Ruane was appointed to the Board on 8 March 2022 to fill a vacancy which arose in September 2021. His appointment followed a proposal to the Minister for Tourism, Culture, Arts, Gaeltacht, Sport and Media by the Joint Committee on Media, Tourism, Arts, Culture, Sport and the Gaeltacht.

The term of office of two Board members ended on 6 November 2022: Moya Doherty, formerly Chair of the Board, and Deborah Kelleher. The Government appointed the following members to the Board, effective 29 November 2022, to fill those vacancies:

• Siún Ní Raghallaigh (Chair)
• Aideen Howard

These appointments follow a public call for applications and an assessment process managed by the Public Appointments Service.

Biographical details of the twelve members of the Board in office at 31 December 2022, including details of their terms of office, are set out on pages 96 to 98.

Role

The duties of Board members are set out in Section 87 of the Broadcasting Act 2009. In summary, Board members guide the corporate direction and strategy of RTÉ and represent the interests of viewers and listeners, ensuring that RTÉ fulfils its statutory responsibilities in an efficient and effective manner. Each member brings independent judgement to bear by constructively challenging the Executive and by helping to develop RTÉ’s strategic objectives.

Board members have varied backgrounds, skills and experience in a broad range of business areas relevant to the oversight of a public-service broadcaster. The criteria for Board membership are set out in Section 82 of the Broadcasting Act 2009. The criteria include matters such as: media affairs, public-service broadcasting, broadcast content production, digital media technologies, business or commercial affairs, legal or regulatory affairs and matters pertaining to the development of the Irish language.

There is a clear division of responsibilities between the position of Chair of the Board, who is non-executive, and the Director-General.

The Director-General, in conjunction with executive management, takes responsibility for RTÉ’s day-to-day operations. The Chair’s responsibilities include leading the Board, determining its agenda, ensuring its effectiveness and facilitating full participation by each Board member.

The Chair of the Board and executive management meet frequently with the Department of for Tourism, Culture, Arts, Gaeltacht, Sport and Media to discuss RTÉ’s operating and financial performance.

The Board keeps its own structures and performance under ongoing review. During 2022, the Board carried out an evaluation of its own performance and the operation of the Board.

Board Procedures

On appointment, all Board members are provided with briefing documents on RTÉ and its operations. The Board meets in accordance with a regular schedule of meetings and may also meet on other occasions as deemed necessary. All Board members have full and timely access to the information necessary to enable them to discharge their duties. Board papers are sent to each Board member in sufficient time before Board meetings and any further papers or information are readily available to all Board members on request.

The Board papers sent to Board members include the minutes of committee meetings that have been held since the previous Board meeting or, if minutes are not available at the time the papers are circulated, a verbal update is provided at the Board meeting.

Board members have access to advice and the services of the RTÉ Group Secretary, who is responsible for ensuring the Board procedures are followed and that applicable rules and regulations are complied with. RTÉ’s professional advisors are available for consultation with the Board as required. Individual Board members may take independent professional advice and training, if necessary, at the expense of RTÉ. The Board has an insurance policy in place which indemnifies Board members in the event of legal actions taken against them in the course of their duties as Board members.

There is a formal schedule of matters reserved for consideration and decision by the Board. The schedule covers key areas of RTÉ’s business:

• Approval of strategic plans, the annual budget and the annual financial statements
• Approval of major investments, capital projects and borrowings
• Significant acquisitions, disposals or retirement of assets
• Reviewing financial and operational performance
• Treasury policy and risk-management policies
• Delegated authority levels, including the approval of major contracts
• Appointment of the Director-General (in accordance with Section 89 of the Broadcasting Act 2009) and the Group Secretary
• Appointment of Chair/Directors/Trustees of the RTÉ Subsidiary Companies and Pension Schemes, and
• Reviewing the system of internal control.

Certain other matters are delegated to Board committees, as set out in further detail below.

The Chair of each committee is available to report and answer any questions on the committee’s proceedings at Board meetings, as required.

Board Committees

At 31 December 2022, the Board has established five permanent sub-committees to assist in the execution of its responsibilities. These are the Audit and Risk Committee, the Remuneration and Management Development Committee, the Programme Committee, the Fair Trading Committee and the newly established Digital Committee.

The membership of each committee, together with details of attendance at meetings held in 2022, is set out on page 99. The RTÉ Group Secretary acts as Secretary of each Committee.

Temporary committees may be formed from time to time to deal with specific matters under defined terms of reference. No temporary committees were formed in 2022. RTÉ has also established an Audience Council on a statutory basis.

Audit and Risk Committee

The Audit and Risk Committee comprises four Board members, three of whom are considered independent. The committee’s terms of reference, updated in September 2022, are available on the RTÉ website.

The Chief Financial Officer and the Head of Internal Audit attend meetings of the committee, while the external auditors attend as required. The terms of reference of the committee provide that other Board members, executives and others may also be invited to attend all or part of any meeting(s). Both the Head of Internal Audit and the external auditors have full and unrestricted direct access to the committee Chair at all times. In addition, the Audit and Risk Committee has a discussion with the external and internal auditors at least once a year, without executive management present, to ensure there are no outstanding issues of concern.

During 2022, the Audit and Risk Committee reviewed the following matters:

Financial reporting

• The group’s annual financial statements, prior to formal submission to the Board. The committee’s review focused, in particular, on the Group’s forecasted cash flows for the foreseeable future, including possible variances in those forecasts, in the context of assessing the Group’s going concern position. The committee’s review also included accounting policies, judgemental areas, the clarity of disclosures and compliance with applicable accounting and legal standards.
• The Independent Productions annual report, prior to formal submission to the Board

Budgeting and financial affairs

• The RTÉ Group’s annual budget, prior to formal submission to the Board
• Regular updates on the financial performance of the Group, including pensions and the risk management of movements in foreign exchange rates
• RTÉ’s cash flows, banking arrangements and treasury facilities
• Updates on large capital projects
• Approval of policy updates

Internal control and risk management

• The effectiveness of the system of internal control and reporting the results to the Board
• Quarterly risk reports and movements in the key corporate risks during the year
• Risk briefings from the Executive Sponsors of a selection of the key corporate risks
• Cybersecurity risk management

Regulation and compliance

• Corporate governance compliance, to include reviewing compliance with the Code of Practice for the Governance of State Bodies
• Regular updates on GDPR and legal matters
• Freedom of Information requests
• Arrangements for raising concerns confidentially (whistleblowing), including a review and update of the Protected Disclosures Policy in 2022 to ensure full compliance with the Protected Disclosures (Amendment) Act 2022

Internal audit

• The Internal Audit Plan
• Internal audit reports and progress in implementing actions identified in the reports. The Head of Internal Audit presents a report at each Audit and Risk Committee meeting, summarising work completed since the previous meeting and the findings, together with the areas of focus in the forthcoming period

External audit

• The external audit plan, the scope of the audit, as set out in the Engagement Letter, and the effectiveness of the audit process
• Report from the external auditor following its audit of the financial statements and discussion of matters arising

During 2022, the Audit and Risk Committee also received briefings on developments in the areas of corporate governance, risk management and accounting standards and carried out a scheduled review of its terms of reference.

The Audit and Risk Committee has put in place safeguards to ensure that the independence and objectivity of the external audit function are not compromised. These safeguards are reviewed at regular intervals. In addition, the external auditors have confirmed to the Audit and Risk Committee that they continue to operate procedures to safeguard against the possibility that their objectivity and independence could be compromised.

The level of non-audit-related services provided by the external auditors, and the associated fees, is considered annually by the Audit and Risk Committee in the context of the external auditors’ independence, as part of the committee’s review of the adequacy and objectivity of the external audit process. Details of the nature of non-audit services in the current/prior years and the related fees are set out in note 5 to the financial statements.

Programme Committee

The Programme Committee comprised two Board members at 31 December 2022, both of whom are considered independent. The committee considers key developments and plans in respect of RTÉ content and schedules. At each of its meetings, the committee meets with the executives responsible for content/output and their senior management colleagues (including in-house and external independent programme-makers, as necessary) to review programme output and upcoming strategy and plans.

In the area of editorial risk, the Programme Committee and the Audit and Risk Committee align their respective programmes of work to ensure effective oversight and management of editorial risk. Editorial risk is considered by the Board in the context of risk generally, as explained in further detail in the internal control and risk-management section below.

Remuneration and Management Development Committee

The Remuneration and Management Development Committee comprises two Board members, both of whom are considered independent. The committee’s terms of reference are available on the RTÉ website. The committee’s role and responsibilities include:

• Considering the appointment, targets, performance and remuneration of the Director-General and making recommendations to the Board prior to seeking Government approval thereon. Such consideration takes place in the context of relevant Government policy. (The committee’s terms of reference also provide for consideration, as deemed necessary, of the role of the Director-General’s deputy or any person temporarily appointed to the position of Director-General in accordance with Section 89 (8) of the Broadcasting Act 2009)
• Consulting with the Director-General in relation to the remuneration package of executive management, having regard to Government policy in relation to remuneration of senior management of commercial State bodies
• Consulting with the Director-General in relation to “top talent” contractor contracts
• Considering the remuneration of any non-Government appointed members of Boards of RTÉ subsidiary companies.

The committee is assisted, as necessary, by a nominee from the Department of for Tourism, Culture, Arts, Gaeltacht, Sport and Media. The remuneration of Board members is determined by Government policy and, as such, is not a specific consideration of this Committee.

Fair Trading Committee

The Fair Trading Committee is responsible for the oversight of RTÉ’s Fair Trading Policy. The committee comprises two Board members and both members of the committee are considered independent. The committee’s functions are to:

• Review reports from the Fair Trading Officer
• Oversee and, where necessary, review internal practices and procedures including complaints procedure
• Commission periodic reviews of RTÉ fair trading practice.

RTÉ has a Fair Trading Policy and Procedures and a Fair Trading Complaints Procedure, both available on the RTÉ.ie website. During the year the Fair Trading Committee was responsible for oversight of the policy. In compliance with the policy, the committee has approved a report on the Fair Trading Policy and its implementation, which is on page 181.

Digital Committee

The newly established Digital Committee met for the first time in August 2022 and comprises three Board members, two of whom are considered independent.

The committee’s role is to:

• Review the internet enabled products and services that RTÉ uses to deliver against its television and sound broadcasting mandate
• Review consider RTÉ’s digital business models, both current and planned
• Monitor the implementation of core digital projects and services and review Key Performance Indicators
• Review RTÉ’s technical talent resources and plans for attracting future talent.

Audience Council

Section 96 of the Broadcasting Act 2009 established the RTÉ Audience Council on a statutory basis. It provides a voice for the viewers and listeners with regard to RTÉ’s output and delivery on its public remit. It advises the RTÉ Board on specific issues relating to RTÉ’s public-service remit and audience needs.

The members represent a diverse range of interests and backgrounds and are appointed by the Board of RTÉ, taking into account the requirements of the Broadcasting Act 2009. The RTÉ Board also appoints one of its members as an ex officio member of the council, currently Susan Ahern who replaced Dr P.J. Mathews in August 2022.

The membership of the council on 31 December 2022 is as follows:

Artur Banaszkiewicz	Mark McNulty
Eamonn Grennan	Kieran O’Donovan
Míchéal Kilcrann	Robbie Sinnott
Genevieve Lynch	Abidemi Taiwo
Carmel McCrea	Ciara Wilson
Jacintha McGowan Nielsen

Susan Ahern is Chair of the RTÉ Audience Council at 31 December 2022.

Further information on the Audience Council and its members is available at https://about.rte.ie/inside-rte/rte-audience-council/

Independence of Members of the Board

Each Board member brings independent judgement, challenge and rigour to the Board’s deliberations. The Board has completed an evaluation of the independence of its members using the independence criteria as set out in the UK Corporate Governance Code, the Corporate Governance code which is applicable to companies listed on Euronext Dublin.

Board Diversity by Independence

Having regard for the integrity, strength of character and objectivity of Board members, all members are considered independent under those criteria. However, Dee Forbes and Robert Shortt are RTÉ employees and therefore cannot, for that reason alone, be considered as independent members of the Board at 31 December 2022 as per the criteria of the UK Corporate Governance Code.

As disclosed in further detail in note 24 (Related Party Transactions), business transactions took place between RTÉ and certain Board members, or their close family members, in the normal course of business, during the year ended 31 December 2022. Notwithstanding these transactions, the Board has determined that these Board members remain independent in character and judgement. In reaching that conclusion, the Board has considered the following:

In the case of one Board member, RTÉ commissioned programmes from a production company owned/controlled by a close family member of the Board member. In these cases, the Board took account of the existence of formal and transparent Commissioning Procedures and Guidelines, which are published on the RTÉ website and are applied consistently for all commissions. In addition, all decisions on individual commissions are the responsibility of executive management, assessed using clear evaluation criteria, with contracts awarded in line with normal commercial terms and conditions in all cases. Decisions on individual programme commissions are not a matter for consideration and decision by the Board. To demonstrate transparency, an independent review of specific commissioning procedures is also carried out on an annual basis and an Independent Productions annual report is submitted to the Minister for Tourism, Culture, Arts, Gaeltacht, Sport and Media in accordance with Section 116 (9) of the Broadcasting Act 2009.

The Board also considered the matter of a Board member, or their close family members, being engaged by RTÉ under an artist contract in respect of a programme contribution. The decision to engage a programme contributor or presenter is undertaken by editorial line management having due regard for the requirements of the programme and the skills and experience of the individual being engaged. The Board also noted that contracts are entered into on normal commercial terms and in line with RTÉ’s policy for engaging personnel. There were no applicable engagements in 2022.

Internal Control and Risk Management

The Board has overall responsibility for the Group’s systems of internal control and for reviewing their effectiveness. These systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and provide reasonable but not absolute assurance against material misstatement or loss.

The Board confirms that an ongoing process for identifying, evaluating and managing RTÉ’s significant risks has operated throughout the year and up to the date of approval of the financial statements. This process is in accordance with the Financial Reporting Council’s Guidance on Risk Management, Internal Control and Related Financial and Business Reporting and the Code of Practice for the Governance of State Bodies. The process is overseen by the Audit and Risk Committee.

The Audit and Risk Committee considers risk management to be an integral part of its agenda and is committed to successfully managing RTÉ’s exposure to risk and minimising its impact on the achievement of business objectives.

Risk Management Framework

RTÉ has established a risk-management framework which consists of structures; the assignment of risk responsibilities; procedures and systems for risk identification, assessment and reporting; and monitoring the effectiveness of mitigation actions. The risk-management framework is overseen by the Director of Strategy, reporting to the Director-General.

Throughout the year, RTÉ operated a risk-management process designed to identify the key risks facing the business and to report to the Audit and Risk Committee and the Board on how these risks are being managed. The Board focuses primarily on those risks capable of undermining the RTÉ strategy, or risks which could adversely affect the long-term viability or reputation of RTÉ. As explained in further detail below, the risk-management process comprises two phases – a strategic risk-assessment undertaken by the Executive and a local risk assessment exercise carried out by line management in the divisions.

The members of the RTÉ Executive determine the risks impacting the successful delivery of the RTÉ strategy. Those risks designated as key risks are assigned an Executive Sponsor and Risk Owner and are subject to ongoing review and monitoring during the year. The Risk Owners track the drivers of each risk and document the controls in place to mitigate the risk. In addition, risk indicators are identified to assist in monitoring changes in the likelihood of the occurrence of a risk. This exercise is summarised in a consolidated strategic risks document. This work is overseen and reviewed by a risk function and is linked to the broader strategic planning process. The strategic risks document is presented to the Audit and Risk Committee and to the Board as part of its review of the effectiveness of the system of internal control. During the year, the Audit and Risk Committee also receives quarterly updates on the status of risks, changes in risk indicators and updates on mitigating actions.

Aligned with the strategic risk-assessment process explained above, local risk registers are maintained to consider key risks, evaluate the probability of those risks occurring and assess the likely impact should the risks materialise. The actions taken to manage each risk are recorded.

Principal Risks and Uncertainties

As part of the risk identification process explained above, the principal areas of risk that could materially affect the Group’s business, financial condition or results have been identified. A summary of these strategic and operational risks is set out below. This is not intended to be an exhaustive analysis of all the risks that may arise in the ordinary course of business. These key risks are assessed on a continuous basis and management report significant changes in the risks identified, or the materiality of risks, to the Audit and Risk Committee.

Description of Risk	Current and Planned Mitigation Actions
Strategic Risks & Opportunities
Commercial Income The commercial market shift towards digital platforms, with the continued emergence of new business models and technologies, impacts on RTÉ’s ability to sustain revenues – see also Distribution and Audience Migration to IP. There is a risk that RTÉ does not diversify to exploit new commercial opportunities in response to market challenges.	Audience measurement and tracking. Monitoring of revenue performance and three-month rolling revenue forecasting: RTÉ Executive monitors fortnightly revenue reports, including market and economic commentary. Monitoring and assessment of the current and emerging impacts of market uncertainty, and other external economic factors on RTÉ’s financial position. Timely, responsive sales and cross-media initiatives and sales messaging regarding trusted RTÉ environment, to address revenue decline. RTÉ’s revenue diversification strategy, including sign-in, to develop new sources of revenue.
Media Regulation and Public Funding RTÉ’s extensive public service remit is agreed by government and set out in legislation. Inadequate public funding and a lack of public funding reform; and a regulatory framework which does not yet adapt to the trend in digital media consumption (including prominence rules) limiting RTÉ’s capacity to deliver on its public service obligations, and its ability to generate revenue. The outcome of the FOMC and any changes to media regulation could have a significant impact on RTÉ’s business model, operations, and public service remit.	Regular, proactive engagement with the Coimisiún na Meán and the DTCAGSM and other key stakeholders, and submissions to consulting processes e.g., proposed Content Fund and PSM Prominence, as above. Engagement with the DTCAGSM Stakeholder Consultation Group and Coimisiún na Meán on implementation of Future of Media Commission (FOMC) Recommendations. Continued engagement with key decision makers, including the DTCAGSM Technical Working Group and stakeholders on TV Licence system reform. Secure economic and legal advice, or commission reports / benchmarking analysis, as required. Monitoring of the licence fee collection targets, household statistics and evasion rates. Ongoing collaboration with An Post and DTCAGSM on licence fee collection and related matters.
Content The risk that RTÉ does not deliver audiences (particularly younger and underserved groups) with relevant, engaging, and diverse content. This is in the context of heavy investment in video and audio content by global players, and a risk that this content price inflation impacts on RTÉ’s ability to secure the best content for Irish audiences. There is also a risk that RTÉ does not retain control of its IP , in order to maximise audience, attribution and commercial value.	Audience measurement and tracking. Responsive cross platform content initiatives across all genres and services: serving and protecting broadcast audiences, whilst improving and enhancing RTÉ’s digital products and content. A strong independent production sector. Co-funding opportunities, e.g., Drama, sports right sharing, leveraging RTÉ’s investment, to achieve a greater impact. RTÉ’s Data strategy (sign-in and meta data).
Distribution and Audience Migration to IP As audiences migrate more towards consuming TV and radio content over broadband, there is a risk that RTÉ does not adapt quickly enough to keep pace with this structural shift in viewing and listening habits. This is in the context of a regulatory framework which does not yet support the prominence and discoverability of RTÉ content on digital platforms. This impacts on RTÉ’s connection with the audience and the achievement of audience, commercial and fair value targets.	Ongoing monitoring and analysis of technological developments and audience behaviour in the marketplace. Ongoing negotiation with existing/emerging platforms and industry gatekeepers to optimise RTÉ’s content proposition for audiences on multi-media platforms. Collaboration with industry bodies/network providers/competitors to develop distribution partnerships, where appropriate. Distribution and content rights strategy in place. Engagement with key decision makers, regulators, and stakeholders, on PSM prominence and carriage and associated audio-visual codes, including DTCAGSM and the newly formed Coimisiún na Meán.
Brand & Reputation Failure to manage the RTÉ brand could impact on stakeholder perceptions, affecting trust levels and potentially impacting the current and future demand for RTÉ’s services. A materialisation of any of RTÉ’s key risks could also damage RTÉ’s reputation and undermine support for RTÉ’s strategy.	Implementation of RTÉ’s Brand Strategy - new brand positioning and creative expression for RTÉ. Annual marketing plan – brand and content campaigns. Reputation and brand tracking. Delivery of quality key art imagery to support discoverability. Investment in marketing initiatives to promote offering and demonstrate value. Corporate Social Responsibility (CSR) initiatives. Clearly expressed guidelines and adherence to policies. Escalation process and Crisis Management planning.
Business Planning and Financial Resources Risks associated with the strategic allocation and management of financial resources, to optimise investment in indigenous content/new improved services and capital (the business); control and reduce operating costs and deliver ongoing value for money across all our services. This also includes the ongoing management of cash reserves and bank funding to provide adequate financing for ongoing operational cash needs, while also investing in the business.	Annual budgeting process in place. Monthly management accounts and forecasting, which includes the reporting of revenues and costs against budget. Capital budgeting process and a dedicated Capital Committee. Cash management and treasury function which operate within an approved treasury policy. Multiyear medium-term financial projections in place. Managerial and financial authority approval limits in place for all expenditure.
Operational Risks
People and Skills The risk that RTÉ does not adapt the skills profile of the workforce, to deliver on the priorities set out in RTÉ’s strategy (particularly digital capabilities) and that it does not keep pace over time. The risk includes issues with low turnover, the ability to attract, retain and develop staff, especially for specialist roles, in the context of an increasingly competitive marketplace that includes global digital players. This also includes the risk that RTÉ will not successfully deliver on diversity & inclusion commitments to attract and retain a diverse workforce both on and off-air. Deployments of RTÉ staff to hostile environments bring with them an elevated risk of injury, kidnap, or death.	Integrated HR strategy incorporating business imperatives, the full employee life cycle and employee engagement. Role and grade review - Willis Towers Watson evaluating the role and grading structure in RTÉ, including an assessment of the skills RTÉ needs now, and into the future. Salary benchmarking forms an integral part of this review. Organisational learning and professional development strategy through RTÉ Learn in conjunction with the business areas. Diversity and Inclusion action plan to encourage staff diversity and retention, including diversity in recruitment, internship programme, training, and community outreach initiatives. Hostile environment training is given to all staff deploying and other mitigation measures employed (e.g., armoured vehicles) where necessary. Introduction of Critical Incident Management support.
Editorial Damage to RTÉ’s reputation arising from a serious failure to comply with editorial standards and obligations to fairness, impartiality and privacy could affect audience trust levels, damage our brand, or lead to legal exposure.	RTÉ Journalism & Content Guidelines. Defined editorial management chain and editorial structures, including Editorial Standards Board. Training for staff. Access to legal advice and training, ongoing. A Statutory Complaints Process.
Business Continuity Planning & Disaster Recovery The risk posed by either a force majeure event (such as Covid-19) or a failure in critical technology, infrastructure/property or security, or the actions of third parties (e.g., cyber-attack, supplier action), which impacts on business continuity and output.	Refreshed Business continuity and crisis management plans, aligned with ISO standards. Resilience and redundancy built into business processes: IT back-up procedures; mirrored servers; redundancy in national broadcast transmission system; etc. Technology strategy. Multi-year Property strategy.
Cyber-attack or data breach The risk of a cyber-attack which could lead to exposure of and/or exploitation of sensitive/confidential data, a system outage, a data breach, or data loss; which impacts on business continuity and output – linked to Business Continuity and Disaster Recovery	Governance and cyber security policies and standards. Asset management, vulnerabilities management, threat intelligence and monitoring, ongoing. Staff training, security awareness and testing. Data Governance and GDPR Data Steering Group in place. Security Operating Centre (SOC) and Security Incident and Event Management (SIEM). Cyber incident response plan. Critical systems assessment, back up and disaster recovery systems.
ESG – Environmental, Social, Governance There is a risk that our approach to climate action and sustainability, both on and off air, and our preparedness for changes in non-financial reporting obligations does not meet the increasing compliance requirements and expectations of stakeholders, including government, regulators, audiences, and suppliers.	RTÉ Climate Action plan defines climate action corporate governance structure, policies, and actions to achieve targets (subject to necessary supports). RTÉ climate and sustainability content. RTÉ Green Broadcaster Group. Staff awareness and training. Albert Sustainable Production certification. Effective and compliant systems re emission measurement and reduction targets. Disclosures in financial and performance reporting. Re-certification for Business Mark as a useful foundation.
Legal and regulatory compliance Failure to comply with legal and regulatory standards and obligations, including internal policies, could result in reputational damage and/or financial penalties.	Updated guidelines and implementation of policies. Regular staff communication and training. Legal monitoring and review. Defined corporate governance structures and operational controls. Corporate clearance committees for commercial activity. Defined legal management chain. Engagement ongoing with Departmental/Regulatory reviews.

In addition to the risk-management process outlined above, a strong internal control framework is in place to provide effective internal control, including:

• A clearly defined organisation structure, with formally defined authority limits and reporting mechanisms to higher levels of management and to the Board
• A statement of decisions reserved to the Board for consideration and decision
• Codes of business conduct for Board members and employees, setting out the ethical standards expected in the conduct of business
• Established procedures to identify, control and report on key risks impacting the business
• Comprehensive budgeting systems, with annual financial budgets approved by the Board
• A planning process for each division, with long-term strategic plans approved by the Board
• Timely financial reporting systems, with actual results reported against budget and considered by the Board on a monthly basis
• A Protected Disclosures Policy, which provides staff with a confidential and, if required, anonymous means to report a matter of concern, and
• Comprehensive policies and procedures relating to operational and financial controls, including commitments and capital expenditure. Large capital projects are undertaken in accordance with the Public Spending Code and require the approval of the Board.

These controls are reviewed systematically by Internal Audit, on a risk-based approach. The Board confirms that, through the Audit and Risk Committee, it has conducted a review of the effectiveness of the system of internal control up to and including the date of approval of the financial statements.

The process adopted by the Board to undertake the review of the effectiveness of the system of internal controls included:

• Consideration of the authority, resources and coordination of those involved in the identification, assessment and management of significant risks faced by RTÉ
• Review and consideration of the output of the risk assessment and management process
• Monitoring of risk reports from management
• Review of the programme of internal audit and consideration of major findings, and
• Review of the report of the external auditors, who, as part of their normal procedures, test aspects of the systems of internal control and report any significant weaknesses to the Audit and Risk Committee.

Going Concern

The members of the Board considered the Group’s cash flows, liquidity and business activities. They reviewed the Group's forecasted cash flows for the foreseeable future and assessed possible variances in those forecasts. After making those enquiries, the members of the Board are satisfied that RTÉ has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements. Refer to Note 1 a) (iv) in the financial statements for further details.

Board Members’ Fees¹

RTÉ complies with Government policy on the payment of fees to chairs and directors of State bodies, as determined by the Minister for Public Expenditure and Reform and the Minister for Tourism, Culture, Arts, Gaeltacht, Sport and Media. In addition, in accordance with the “one person one salary” principle, public servants who sit on state boards are not entitled to additional board fees.

In November 2019, in the context of cost reduction initiatives identified as part of the revised RTÉ strategy 2020–2024, the members of the Board announced their intention to waive their fees, effective 1 January 2020. This continued until September 2022 when the payment of fees to Board members was restored, where a fee is applicable.

As a result of this decision, no fees accrued to current or former RTÉ Board members in 2021; fees apply from September 2022, where applicable.

	2022	2021
	€’000	€’000
Board members at 31 December 2022
Siún Ní Raghallaigh	1	-
Susan Ahern	16	-
Dee Forbes	-	-
David Harvey	5	-
Daire Hickey	5	-
Aideen Howard	3	-
Ian Kehoe	5	-
Dr P.J. Mathews	-	-
Connor Murphy	5	-
Anne O’Leary	5	-
Jonathan Ruane	5	-
Robert Shortt2	5	-
Payments to former Board members
Moya Doherty	6	-
Deborah Kelleher	-	-

Expenses of Board members¹

In compliance with the Code of Practice for the Governance of State Bodies, the following disclosure is required of the expenses paid to Board members:

	2022	2021
	€’000	€’000
Travel – mileage	-	-
Subsistence allowances	-	-
	-	-

Remuneration of Director-General

The remuneration of the Director-General conforms to Government policy for determining the remuneration of chief executive officers of commercial State bodies, issued by the Department of Public Expenditure and Reform, and is approved by the Minister for Tourism, Culture, Arts, Gaeltacht, Sport and Media. In compliance with the disclosure requirement in the Code of Practice for the Governance of State Bodies and in Section 305 of the Companies Act 2014, the remuneration of the Director-General comprises:

	2022	2021
	€’000	€’000
Emoluments:
– Basic salary	233	225
– Car allowance	25	25
Total Emoluments	258	250
Retirement Benefit Contributions1	58	56
	316	306

Expenses amounting to €6,056 (2021: €2,119) were incurred by Dee Forbes in the conduct of the duties of the post of Director-General.

No performance-related pay was awarded or paid in respect of 2022 or 2021. As part of cost reduction initiatives prior to the onset of the global pandemic, the members of the Executive had agreed to a salary reduction of 10%, this reduction was reinstated from September 2022.