Code of Governance
The Role of the Board of Directors
The Board ensures that the vision, mission and core values of St. Michael’s House as expressed in its constitutional documents are upheld and realised in practice through the adoption and implementation of strategic plans and through regular oversight of their implementation. The Board is responsible for exercising all the powers of the organisation, other than those reserved to its members, and has collective responsibility for all its operations. As an organisation with professional staff, where Directors have no role in the day-to-day running of the company, the Board of St. Michael’s House operates by devolving responsibility for the conduct of its business to a CEO and in turn through their reporting staff.
The members of the Board serve on a voluntary basis and understand and identify with the mission and values of St. Michael’s House. Following an open call in the national media, the Board appointed three new Directors in 2025. These Directors were selected in line with the criteria set out in the Competency Framework of the Corporate Governance Manual. The Framework aims to create a diverse Board which includes men and women of independent mind who are familiar with and/or are sensitive to the works of St. Michael’s House, understand its operating environment and are familiar with the lived experience of service users.
All Directors receive Induction Training on Corporate Governance. A Code of Conduct outlines the responsibility of each Director and includes procedures for dealing with any potential conflict of interest which may arise between their responsibilities as Directors and their outside interests. The Chairperson sets the agenda for each Board meeting in consultation with the CEO and the Company Secretary. Executive management attend Board meetings and make regular presentations on the strategies and operations of the organisation. In 2025, the Board had seven scheduled meetings and eight Executive Approvals Committee meetings which are held in between Board meetings if immediate decisions are required. The organisation’s Corporate Governance Manual identifies those matters which are specifically reserved for decision by the Board.
The Board and Management are committed to maintaining a high standard of corporate governance in accordance with the organisation’s Corporate Governance Manual, the HSE Annual Compliance Statement for Section 38 Bodies and have used the Code of Practice for the Governance of State Bodies 2016 as a guide in drawing up the Corporate Governance Manual.
Risk Management
The Board is committed to ensuring that managing risks is an integral part of the organisation’s activities. The principal risks faced by St. Michael’s House are having sufficient funding to provide on-going services and ensuring sufficient resources and personnel are available to meet service requirements. The Board receives regular Risk Management Reports through the Audit and Finance Committee and the Quality, Safety and Risk Committee and has developed a policy to ensure that it is advised of significant events which require its attention. In addition, the Board receives regular reports on the systems, policies and procedures in place to ensure that services are delivered to a high standard, and risks are both anticipated and managed.
Internal Controls
The Board has established structures, policies and procedures to review and report on internal controls including financial, operational and compliance controls. The operation of these controls has been delegated to the St. Michael’s House Executive Management Team. The Board approved a revised Executive Governance Structure which set out the key committees and team members who are charged with responsibility for undertaking, completing and monitoring the work necessary to ensure good governance of all services and supports provided by St. Michael’s House. The Board of Directors has appointed an external provider of internal audit services in support of the internal control processes.
Quality Assurance
Services provided by St. Michael’s House are developed, planned and delivered based on the needs and goals of people with disabilities and their families. Service users’ life choices and wishes are at the core of service delivery and development. Providing services in this way ensures that the organisation is focused on delivering services to best international standards. The Health Information and Quality Authority (HIQA) is responsible for the registration and inspection of all residential services for children and adults with disabilities, including respite services, run by the HSE and private and voluntary services.
Health and Safety
St. Michael’s House is committed to ensuring the health and safety of service users, their families, staff, volunteers and members of the public. The organisation takes account of legislative obligations under the Safety, Health and Welfare at Work Act 2005; General Applications Regulations 2007 and all associated legislation; the organisation’s Safety Statement describes the management system and details of its structure and how it is resourced. In addition, it provides a framework for the development of site-specific safety arrangements in all locations. The organisation’s Safety Statement details the responsibilities that staff at all levels have in relation to safety matters. In addition, Safety Representatives form an active part of the organisation’s consultation arrangements, bringing employee representations on staff health and safety matters through the forum of the Health and Safety manager. The organisation’s Annual Health and Safety Audit Programme monitors compliance with safety standards across the organisation and reports its finding through the Quality, Safety and Risk Committee.
Directors And Secretary Of The Company
St. Michael’s House is governed by a voluntary board who do not receive any remuneration for their contributions. The Board of Directors, and Company Secretary, who served at any time during the 2025 financial year are as follows:
Board Directors
Below are the names of the Board of Directors during 2025.
Chairperson: Mr Ciarán Bolger.
Vice Chairperson: Mr Ray McKenna.
Directors: Mr Ken Gormley, , Mr Máirtín MacAodha (term expired in December 2025), Mr Eoin McVey, Dr Jean Lane, Mr Denis O’Conor, Mr. Pat Flynn, Mr. Gerry Keenan.
Three new Board members joined the Board of Directors in 2025, Ms. Mary Walshe, Mr. Kevin Wilson and Ms. Lorna Mackey.
Secretary: Karl Wren. Attends all Board and subcommittee meetings.
The Board would like to express its sincere appreciation of the commitment and dedication of management and staff to maintaining the quality of existing services and for developing new services for people with disabilities and their families despite the constant financial pressures it faces year in year out.
Sub-Committees
There were seven sub-committees operating during 2025, the Audit and Finance Committee, the Quality, Safety and Risk Committee, the Properties and Estates Committee, the Schools Patron Committee, the Governance Committee, the Nominations Committee and finally the Executive Approvals Committee.
All committees establish their own terms of reference, which are approved annually by the Governance Committee and by the Board itself.
Audit & Finance Committee
The Audit and Finance Committee monitors and reviews all aspects of the financial performance of St. Michael’s House. The Committee reviews and recommends for approval the annual overall operating budget for the company and keeps under review the management accounts including the cash flow position of the Company.
Committee Members during 2025: Mr. Denis O’Connor (Chair of the Committee and Board member, Mr. Eoin McVey (Board member), Mr. Pat Cullen (Committee member), Ms. Dee Moran (Committee member), and Laura Beausang (Committee member).
The Director of Finance and the Director of HR & OD report into this Committee to provide updates and progress reports. The CEO also attends these meetings.
Quality, Safety, & Risk Committee
The Quality, Safety and Risk Committee provides assurance to the Board that there are appropriate and effective systems, structures and processes in place that cover all aspects of clinical, social care and occupational safety, and sets and monitors the delivery of key performance indicators for the quality, safety and risk functions at executive and local levels. The Committee ensures that St. Michael’s House is operating within the provisions and standards set out in the legislation or regulation which is material to the work of the company.
Committee Members: Dr. Jean Lane (Chairperson and Board member), Mr. Liam O’Donohoe (Committee member), Mr. Ken Gorman (Board member), Professor Anthony Staines (Committee member), Dr. Regina McQuillan (committee member), Ms. Eileen O’ Mahony Bowe (committee member), Mr. Paddy Fields (Committee member).
The Director of Quality, Safety and Risk reports into this Committee to give updates and progress reports. The CEO also attends these meetings.
Governance Committee
The Governance Committee maintains the constitution of the company under regular review and provides recommendations to the Board as appropriate. It keeps under review the Code of Practice for the Governance of State Bodies and makes the appropriate amendments accordingly. It also regularly reviews and updates the St. Michael’s House Corporate Governance manual.
Committee Members: Mr. Ciarán Bolger (Chair of committee and Chair of SMH), Mr. Maírtín MacAodha (Board member), Mr. Ken Gormley (Board member), Mr. Pat Flynn.
The CEO also attends these meetings.
Schools Patron Committee
Schools Patron Committee: This committee was established to give guidance and support to the Boards of Management to the six Special National Schools that St. Michael’s House is Patron to and to work with Boards of Management Chairs to ensure the schools operate in compliance with the Education Act 1998.
Committee members: Mr. Máirtín Mac Aodha (Chairperson and Board member), Mr. Pat Cullen (Committee member), Mr. Gerry Keenan (Board member).
The Director of Young Person Services along with the school’s liaison officer report into this Committee to give updates and progress reports. The CEO also attends this meeting.
Properties and Estates Committee
Properties and Estates Committee. The Properties and Estates committee support the Board in managing all properties of St. Michaels House, including those facilities that are occupied by service users under S. 38 of a Care Organisation and Approved Housing Bodies.
Committee members: Mr. Ken Gormley (Chairperson and Board member), Mr. Ronan Baxter (Committee member), Mr Paddy Grey (Committee member), Mr. Paul Shine (Committee member), Mr. Tom Killen (Committee member) and Ms. Deirdre Kane (Committee member).
The Director of Properties and Estates reports into this Committee to give updates and progress reports. The CEO also attends these meetings.
Nominations Committee
This committee was established by the Board of St. Michaels House to manage and control all future appointments to the Board of Directors while taking into account diversity, gender balance and skills shortages.
Committee members: Mr. Ciarán Bolger (Chairperson of SMH), Mr. Ray Mc Kenna (Vice chair of SMH), Mr. Denis O’ Connor (Board member) and Mr. Gerry Keenan (Board member).
The Executive Approvals Committee
This Committee was established to make important Board decisions if required between scheduled Board meeting dates. All the decisions made through this committee are reported to the Board members as soon as possible and the minutes of these meetings are put on the next Board meeting agenda for noting.
Committee members: Mr. Ciarán Bolger (Chairperson of SMH), Mr. Ray Mc Kenna (Vice chair of SMH), Mr. Denis O’ Connor (Board member).
The CEO also attends these meetings.