giSf-iS

A n Roinn Airgeadais
D e p a r t m e n t of F i n a n c e

Sraid Mhuirfean Uacht, Upper Merrion Street, Teiieafon / Telephone: 353-1 676 757
Baile Atha Cliath 2, Dublin 2,
2, Facsuimhir/ Facsimile:
Facsuimhir/ Facsimile: 353-1
353-1 678 993
678 993
Eire. Ireland. Glao Aitiuil / LoCall: 1890 66 10 10
http://www.irlgov.ie/fi nance

Ref: FOI 122/2009

16 November 2009

Ms. Joan Burton TD

Deputy Leader
The Labour Party
Dail Eireann
Dublin 2

Dear Deputy Burton /

1 refer to the request which you made under the Freedom of Information Acts 1997
and 2003 for records held by this Department:

• ...all contacts between the Minister for Finance, and/or his Departmental
officials with officials at Anglo Irish Bank between Is' January 2007 and 15lh
January 2009, on which date the bank was nationalised.

I also refer to my decision letter of 28 October 2009. As referred to in my letter,

records number 15, 78 and 79 of the schedule required consultation with a third party
before a final decision could be made on whether to release in full, in part, or refuse
each record. The third party has made their submissions on whether the records
should be released in full, in part, or refused. In making my decision on these records
I have considered whether the public interest would be better served by granting
access to a record relating to information received in confidence, commercially
sensitive information and/or personal information.

PJip^lr 100%Athchii«a«tte
Printed on 100% recycled pape/
I have made a final decision to part grant your request on 16 November 2009. If you
have any queries regarding this correspondence you can contact me by telephone at
604 5526 or by email at pat.ring@finan c e. aov.ie.

X. Schedule of records
A schedule is attached at the end of this letter. It shows the three documents which
required third party consultation. It also gives you a summary and overview of the
decision as a whole. The schedule describes each document, and indicates whether the
document is released in full, released with deletions or not released. The schedule
refers to the sections of the FOI Act which apply to prevent release.

2. Access Arrangements
You have sought access to the records by means of photocopies and I consider this an
appropriate form of access in this case.

3. Rights of appeal
You may appeal this decision. Please note that a fee applies for an appeal, with the
exception of an appeal against the imposition of a fee. The level of this has been set at
€75, In the event that you need to make such an appeal, you can do so by writing to
the Freedom of Information Unit, Department of Finance, Upper Merrion Street,
Dublin 2, enclosing the appropriate fee. Payment should be made by way of bank
draft, money order, postal order or personal cheque made payable to the Department
of Finance. You should make your appeal within 4 weeks (20 working days) from the
date of this notification, however, the making of a late appeal may be permitted in
appropriate circumstances. The appeal will involve a complete reconsideration of the
matter by a more senior member of the staff of this Department.

Yours sincerely

Pat King
Principal Officer
 Page 1 o f 1

From: McKeon, Mary

Sent: 28 November 2008 19:30
To: Smyth, Tony; Duffy, Eoghan; Mulvihill, Marie; Kinsella, Sean
Subject: FW: Guarantee - Committees, Interbank and Controls
Attachments: 0248_001.pdf

F r o m : Fiachre O'Neill [mailto:FiachreO'Neill@ANGLOIRISHBANK.ie]

Sent: 28 November 2008 18:52
T o : McKeon, Mary
Cc: Nolan, Ann; Matt Moran
S u b j e c t : Guarantee - Committees, Interbank and Controls

Mary,
As discussed yesterday, please find attached a copy of a letter sent to you this morning covering a number of
points raised at our meeting of November 6.

If you have any questions, please let Matt or I know.

Regards,
Fiachre

Fiachre O'Neill
Head of Group Compliance, Legal and Tax
Anglo Irish Bank Corporation p[c

Direct: +353 1 616 2336

Mobile:+353 86 601 4182 — \

www.anqloirishbank.com

**********************************************************************

Private, Confidential and Privileged, This e-mail and any tiles and attachments transmitted with it are confidential and/or privileged. They are intended
solely for the use of the intended recipient. The content of this e-mail and any file or attachment transmitted with it may have been changed or altered
without the consent of the author. If you are not the intended recipient, please note that any review, dissemination, disclosure, alteration, printing,
circulation or transmission of this e-inail and/or any file or attachment transmitted with it, is prohibited and may be unlawful. If you have received this
e-mail or any file or attachment transmitted with it in error please notify Anglo Irish Bank Corporation Pic, Stephen Court, 18/11 St Stephen's Green,
Dublin 2, Ireland, telephone no: +353-1-6162000.
Directors: S P FitzPatrick (Chairman), D Drumm (Chief Executive), L Bradshaw, D O'Connor, A Heraty, M D Jacob, W A McAteer, 0 McCann, D
Quilligan, N Sullivan, P Wlielan, N Harwerth ( U.S.)
Registered Office: Stephen Court, 18/21 St Stephen's Green, Dublin 2 Ireland
Registered in Ireland: No 22045
Anglo Irish Bank Corporation pic is regulated by the Financial Regulator. Anglo Irish Bank Corporation pic (trading as Anglo Irish Bank Private
Banking) is regulated by the Financial Regulator. Anglo Irish Assurance Company Limited is regulated by the Financial Regulator,
**********************************************************************

15/09/20OQ
Anglo Irish Bank Corporation pic

Stephen Court Tel: +353 I 6162000 Fax: Banking+353 I 616243!

18/21 St Stephen's Grsen SWIFT: AngotE2D (^[Treasury + 353 1 6162467
Dublin 2 Website: wvw.afiglolrishbank.com Fax: Personal Savings + 353 ! 6162483
Ireland Fm: Personnel + 353 1 6162488

Ms Mary McKeon
Department of Financ-e
Upper Merrion Street
Dublin 2

27 November 2008

Dear Mary,

Anglo Irish Bank Group

Committees, Interbank and Risk Management around the Guarantee

I refer to our meeting of 6 November and subsequent correspondence.

As requested, I have set out below the information sought in relation to the
committees of Anglo Irish Bank Corporation pic (the 'Bank'), information sought
regarding interbank deposits, and, details on the controls in place to guard against a
default event occurring.

1. Committees

The key committees of the Bank are as follows:

A- Board Committees
The Board of Directors has established four Committees operating under their own
specific terms of reference which are reviewed annually by the Board. These terms of
reference, setting out roies and responsibilities of the Board Committees are included
at Appendix 1.
• Audit Committee
Current Members: Gary McGann (Chairman); Michael Jacob and Donal
O'Connor

The Audit Committee comprises three Non-executive Directors. It hassix

scheduled meetings a year and holds other unscheduled meetings as thTneed
arises. The Committee receives reports on various aspects of control. It also
reviews the Group's financial statements, the scope of internal audits and the
plans, findings and recommendations of Group Internal Audit and external
Auditors.

The Audit Committee has unrestricted access to both Group Internal Audit and the
external Auditors and meets privately with the external Auditors at least once a
year. The independence and objectivity of the externa! Auditors is safeguarded by
the Audit Committee's pre-approval of all non-audit services.

Directors: Eon P FinPatridt QmfrtiMnD .' irfi) K. Dramm Chief Ur Bredshav, HoSI Harwerth (US),Anie], Htraty. Midnel Jacob,Wilim A, McAteer.Guy McGinn.
Donal OC' onnor, Detin Qitillijan, Ned Sulivari, PitWhelan,
Registered Office: Stephen Court, 18J2I Si Stephen'; Green, Dublin 2. Ireland, Regtstered In Ireland! No 22045.
Anglo Irish Bank Corporation ptc Is regulated by the Financial Regulator in Ireland
You will note that as part of the annual update of the terms of reference, the new
terms approved by the Board require the Committee to monitor the adherence of
the Group to the conditions laid out as part of Credit Institutions (Financial
Support) Scheme 2008 ('the Scheme') and the subsequent deed executed. The
Chairman has already requested that Internal Audit regularly report on the
Group's adherence to the conditions attached to the Government Guarantee during
2009.

Risk and Compliance Committee

Current Members: Lar Bradshaw (Chairman), Noel Harwerth and Ned Sullivan

The Risk and Compliance Committee comprises three Non-executive Directors. It

has six scheduled meetings a year and holds other unscheduled meetings as the
need arises. Its role is to oversee risk and compliance management. On behalf of
the Board, it reviews the key risks and compliance issues inherent in the business
and the system of internal control necessary to manage them and presents its
findings to the Board.

Again, you will note that in the updated terms of reference approved by the Board,
that the Committee 'should have regard to the provisions contained in the Credit
Institutions (Financial Support) Scheme 2008' in fulfilling its duties. The
Committee will monitor this and the Group's management of risksthrough reports
received from Group Risk and Group Compliance & Legal. In fact, the adherence
to the provisions of the Scheme has been added as a standing item to the agenda
for all future meetings.

Remuneration Committee
Current Members: Ned Sullivan (Chairman), Sean FitzPatrick, Anne Heraty and
Gary McGann,

The Remuneration Committee comprises three Non-executive Directors together

with the Chairman of the Board. The Committee has three scheduled meetings a
year and others as necessary. It is responsible for the formulation of the Group's
policy on remuneration in relation to all Directors and senior executives. As a
result, the Committee will have a key role in developing the remuneration policy
of the Group for the future and ensuring that it is in keeping with the provisions of
the Scheme. Members of the Committee will also interact with CIROC, the
Financial Regulator and the Department of Finance, as appropriate.

The terms of reference for this Committee are due for annual review at which
point they will reflect more fully the requirements of the Scheme.

Nomination and Succession Committee

Current Members: Anne Heraty (Chairman), Lar Bradshaw, David Drumm, Sean
FitzPatrick and Donal O'Connor

The Nomination and Succession Committee comprises three Non-executive

Directors together with the Chairman of the Board and the Group Chief
Executive. The Committee has two scheduled meetings a year and meets as is
necessary outside this schedule. It is responsible for recommending candidates to

Anglo Irish Bank Corporation pic is regulated by the Financial Regulator in Ireland
the Board for appointment as Director and ensuring a suitable induction
programme is in place for all new Directors. The Committee considers succession
planning and regularly reviews the Board's structure, size, composition and
balance.

Prior to any appointment, the Committee identifies the skills, attributes,

experience and time commitment required for the role. It agrees a preferred profile
with the Board as a whole and receives recommendations from the existing
Directors.

The Committee's key role in relation to the Scheme is ensuring that the new |
Directors appointedfrom the panel approved by the Minister receive an l|
appropriate and full induction into the Group. It will also be responsible for
ensuring that the Board has an appropriate mix of skills and experience to meet I
the needs of the Bank in the context of the Scheme provisions. I
From: Nolan, Ann
Sent: 14 January 2009 17:44
To: Doyle, David; Cardiff, Kevin; Beausang, William; Carrigan, Aidan
Co: Smyth, Tony; Duffy, Eoghan; Muivihill, Marie; Kinseila, Sean
Subject; Proxy votes

I am informed by Anglo that they have received proxy v o t e s for 388 million shares(out
of 7 7 0 ) . The proxies are 99% in favour of acceptance.

N o r m a l l y they only get 20-30% of the proxies.

1
From: Smyth, Tony
Sent: 14 January 2009 18:03
To: Nolan, Ann; Beausang, William
Cc: Duffy, Eoghan; Kinsella, Sean; Muivihill, Marie
Subject: RE: Proxy votes

To: Doyle, David; Cardiff, Kevin; B e a u s a n g , William; Carrigan, Aidan

Cc: Smyth, Tony; D u f f y , Eoghan; Muivihill, Marie; Kinsella, Sean
Subject: Proxy votes

I am informed b y A n g l o that they have received proxy votes for 388 million s h a r e s ( o u t
o f 7 7 0 ) . The p r o x i e s are 99% in favour of acceptance.

N o r m a l l y they only get 20-30% of the p r o x i e s ,

Ann

1
Record Brief Description & Date of FileRef: No. of Decision: Basis of Reason for Public Interest
No. Record Pages Grant/Part Refusal - Decision Consideration (if
Grant/Refuse Section of Act applicable)
15 Series of emails between Ms. 37 Part Release S26 (1) (a) — The redacted area There is a public
Mary McKeon, Principal Information of this document interest test under
Officer, Mr. Tony Smyth, received in contains Sections26 of the
Assistant Principal, Mr. Eoghan confidence. information FOI Acts.
Duffy, Administrative Officer, received by the however it is not in
Ms. Marie Mulvihill, Department of the public interest
Administrative Officer, Mr. Sean Finance in in releasing the
Kinsella, Administrative Officer, confidence and on redacted areas
D/Finance and Mr. Fiachre the understanding
O'Neill, Head of Group that it would be
Compliance, Legal and Tax, treated as
Anglo Irish Bank: Subject: confidential.
Guarantee - Committees,
Interbank and Controls. 28/11/09 S26(l) (b) — Disclosure of the There is a public
with attachments: Information redacted areas interest test under
Group Audit Committee - Terms received in would constitute a Section 27 of the
of Reference. confidence breach of a duty of Act, however the
Group Risk & Compliance confidence balance lies in not
Committee - Terms of provided for by a releasing the
Reference. provision of an record
Nomination & Succession agreement.
Committee - Terms of
Reference.
 S27(l)(b) The redacted area
Commercially ofthis record
sensitive contains financial
information information whose
disclosure could
reasonable be
expected to result
in a material
financial loss or
gain to whom the
information relates.

S28 (1) — The release of the There is a public

Personal redacted area interest test under
Information would involve the Sections 28 of the
disclosure of Act, however the
personal balance lies in not
information. releasing the
redacted section of
the record.
78 Email from Ms. Ann Nolan to 1 Release
Mr. David Doyle, Secretary
General, Mr. Kevin Cardiff, Mr.
William Beausang, Mr. Aidan
Carrigan, D/Finance. 14/01/09.
Subject; Proxy Votes.
79 Email from Mr. Tony Smyth to 1
Ms. Ann Nolan, Mr. William
Beausang. 14/01/09. Subject
Proxy Votes.
Part Release S26(l)(a)- As above As above.
Information
received in
confidence.

S27(l)(b) As above As above

Commercially
sensitive
information