Schedule of Records Freedom of Information Request No: 2018-085 Recor d No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Brief Description 15/02/2013 - Contract of employment for Managing Director of Irish Water 19/07/2013 - Letter from Robert Watt (DPER) to Geraldine Tallon (DECLG) regarding pension entitlements of public service staff transferring to Irish Water 23/07/2013 - Email from DECLG to local authority HR staff stating that local authority staff transferring to Irish Water would have no less favourable retirement benefits 28/01/2013 - Memo with Minister's approval of attached contract for Managing Director of Irish Water (This is a covering note with contract in Record No. 1) 16/05/2016 - Internal DECLG Memo regarding Former MD’s pension position 17/05/2016 - Emails between DECLG and Ervia in relation to Former MD’s pension entitlements 21/06/2016 - Legal advice from Ervia regarding Managing Director of Irish Water 28/06/2016 - Extract from minutes of Ervia Board meeting held on 28th June 2016 - pension issue Former Irish Water Managing Director 01/07/2016 - Letter from Ervia to DoECLG regarding application for Ministerial consent 04/07/2016 - Letter from Ervia to DoECLG regarding pension entitlements of former MD of Irish Water Relevant Facts Grant or Refuse Personal Information Refuse Basis of Record Refusal: edited/ Section of Act Identify Deletion s Section 37 Previously released in FOI 2017308 Previously released in FOI 2017308 Grant Grant Grant Legal Advice Refuse Grant Grant Grant Section31 (1)(a) 11. Ervia's responses to NewEra queries Legal advice Personal Information Part Grant 12. 30/09/2016 - Request for Legal Advice regarding pension entitlements of former MD of Irish Water 06/10/2016 - Legal advice from Ervia regarding former managing Director of Irish Water 19/10/2016 Internal DECLG Email from legal advisor regarding legal advice regarding former MD of Irish Water 08/11/2016 NewEra Report on Request for Ministerial Consent to Ervia Superannuation Scheme Legal advice Refuse Legal Advice Refuse Legal Advice Refuse Confidential, Commercially Sensitive, Personal Information, Refuse Section 35 Section 36 Section 37 Legal Advice Refuse Section 31(1)(a) Legal Advice Refuse Legal Advice Refuse Section 31(1)(a) Section 31(1) Legal Advice Refuse Section 31(1) Legal Advice Refuse Section 31(1) Legal Advice Refuse Section 31(1) Legal advice Personal information Partial Grant Section31 (1)(a) Section 37 Personal Information Personal, confidential, commercially sensitive Grant Grant Grant Refuse (see Record 1.) Refuse (see Record 15) 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 22a 22b 22c 22d 22e 17/11/2016 - Legal Advice received from the Office of the Attorney General regarding pension entitlements of former MD of Irish Water 23/02/2017 - Request for legal advice by DECLG re pension entitlements for former MD of Irish Water 13/03/2017 - Draft Letter requesting legal advice from the Office of the Attorney General 14/03/2017 - Request for legal advice from the Office of the Attorney General regarding former MD of Irish Water 16/05/2017- Internal legal advice regarding former MD of Irish Water 01/06/2017 - Joint opinion of counsel regarding former MD of Irish Water 29/06/2017 - Esubmission to the Minister regarding procedure for discharging liability of pension entitlements to Former MD of Irish Water Draft Deed of Amendment re SFT Draft Deed of Amendment re Augmentation Draft SI Ervia Severance Gratuity Scheme 2017 Contract of MD of Irish Water NewEra report re Deeds of Amendment Section31 (1)(a) Section 37 Section 31(1)(a) Section 31(1)(a) Section 31(1)(a) Section 37 Sections 35,36,37 22f NewEra report re Ervia Severance Gratuity Scheme Personal, confidential, commercially sensitive Refuse Advice from AG Legal advice Refuse Joint Opinion of Counsel 21/07/2017-Letter from John McCarthy, Secretary General (DHP&LG) to Robert Watt, Secretary General (DPER) - Retirement terms for former Managing Director of Irish Water 30/08/2017- Internal legal advice regarding former MD of Irish Water 12/09/2017 - Emails between DHPCLG) and Ervia regarding former MD’s pension entitlements and service 06/12/2017 – Leader’s Question Note Legal advice Legal advice, Personal Information Refuse Partial Grant Legal advice Refuse Personal information Refuse 22g 22h 23. 24. 25. 26. Grant Sections 35,36,37 Section 31 (1)(a) Section 31 (1)(a) Section 31(1)(a) Section 37 Section 31(1)(a) Section 37 cm; 5?5qu- Martin Conneeiy . From: Deirdre Mason (DECLG) Sent: 17 May 2016 12:27 To: Martin Conneely FW: Private and Confidential?? Ervia DB Deed of AmendmentDOCX 2 draft clauses Subject: Attachments: Ervia DB Deed of AmendmentDOCX; ATT00001.txt Martin, ifthere is any chance that you could look at this straight away i would appreciate it. many thanks, Deirdre From: Deirdre Mason (DECLG) Sent: 17 May 2016 12:22 To: Martin Conneely (Martin.Conneely@per.gov.ie) Subject: FW: Private and Confidential-- Ervia DB Deed of Amendment.DOCX 2 draft clauses Martin, As discussed. Regards, Deirdre From: Paul Dunne (DECLG) Sent: 17 May 2016 10:40 To: Maria Graham (DECLG) Cc: Deirdre Mason (DECLG) Subject: FW: Private and Con?dential-- Ervia DB Deed of Amendment.DOCX - 2 draft clauses Maria Proposed amendments from Ervia attached, in relation to the Augmentation part it would appear that they are requesting the Minister to approve: a contractual commitment entered into 34 years ago which I cannot stand over the amendment ofthe deed to accommodate augmentation i have asked them to clarify and to provide the contractual commitment and any Ministerial/Government approval granted. in my opinion the last part of the augmentation piece is very board but it might be contained by the actual contractual commitment and we can assess once we receive it. cannot comment on the tax elements but will try and get advice from DPeR/Finance. Paul . From: Margaret Lane Sent: 16 May 2016 18:41 To: Paul Dunne (DECLG) Cc: Paul Dunne Subject: Private and Con?dential?? Ervia DB Deed of AmendmentDOCX 2 draft clauses . .1 595.256 can: rs?'xl'k 3335;55- Paul, See attached draft wording for Wording for the augmentation provisions and SFT tax encashment of pension for the Ervia Defined Benefit Deed in relation to lT?s pension entitlements for your review. This is what we propose to present to the Trustees on Friday and which will be presented to our Board and to the Minister for approval. There is essentially two amendments being sought as set out below, one for the augmentation of the pension and the other for Standard Fund Threshold. 1. The final version of each clause will be inserted in the formal Trust Deed and Rules by way of will mean that as the augmentation execution of a separate Deed of Amendment. Thi provision will not be generally applicable to members, they are not entitled to be given a copy of the Deed should they so request. tion the specific member. This augmentation clause 2. The augmentation provision does not men ernment. To fit that within is a ?one off? as per a contractual commitment approved by the Gov the current approval process under the governing Deed and Rules, I have referred to the augmentation being in accordance with a contractual commitment, personal to the Member from the Employers, which has received Ministerial Approval. In addition, I have made the augmentation subject to Ministerial Approval. This means that both the contractual commitment and the augmentation must each receive Ministerial Approval. greed, I have drafted the wording on a flexible basis so that if the scheme is to be treated as a statutory scheme, then the restrictions under tax law around pension encashment to pay the tax arise (ie as per the public service). In either case, the Trustees determine the basis of encashment. 3. In relation to the SFT tax, as a Paul Dunne will give you a call tomorrow on this Regards, Margaret Margaret Lane Group HR Director envia 3rd Floor, Webworks, Eglinton St, Cork +353 21 39171 1 087 236 7475 SERVICES The information transmitted is intended only for the sensitive and/ on the prohibited usage of this information. Ervia is neither liable for the proper and complete transmission of the information. contained in this communication nor for any delay in its receipt. if you received this in error, please contact the sender and delete the material from any computer. ption and unauthorized amendment. Ervia accepts no responsibility for changes to or .. damage to the recipient?s systems or data caused by this message or its attachments; E?mail may be susceptible to data corruption, interce policies and standards and to protect our interception of this e-mail after it was sent or for any Please also note that messages to or from Ervia may be monitored to ensure compliance with Ervia?s business. Ervia (formerly Bord Gals Eireann) is a body corporate established under the Gas Act 1976. Thank you for your attention. is don t? no an t-eintiteas chuig a seoltar an fhaisn?is ata an fhaisn?is seo beartaithe agus d?fh?adfadh abhar faoi run, at? iogairo thaobh 2 gig-3? . c: .. a- sitar-?e 34:11.95 - It is proposed that each of the separate draft Clauses below would be inserted in a separate Deed of Amendment. The ?Act? means the Taxes Consolidation Act 1997 as amended. under the governing Trust Deed means "approval by the The definition of ?Ministerial Approval" (1 Local Government with the concurrence of the Mim?sterfor Minister for the Environment, Community {In Public Expenditure and Reform; The deletion of Clause 26.2 and the insertion of the following new Clause 26.2: 26.2 Where a Member's benefits exceed the standard fund threshold (or where applicable the personal fund threshold) a chargeable excess arises. In such an event, the Member may be permitted by the Trustees, and shall be permitted if so required by section of the Act, subject always to Clause 3, to commute so much of his benefits as may be necessary to discharge any tax liability arising from that chargeable excess, subject to the following provisos: Instead of commuting his benefits, a Member may be permitted by the Trustees, and shall be permitted if so required by section of the Act, to elect to surrender at the date the pension becomes payable to him, a portion of pension for a period of payment of the pension and on a basis to be determined by the Trustees, acting on the advice of the Actuary and notified to the Member and subject to the requirements of section 787Q (where applicable). Unless provision has been made to meet the tax liability to the Trustees' satisfaction, in the event that the Member declines to commute his benefits or to make an election in accordance with Clause the Trustees shall apply such of the available options as they in their absolute discretion shall determine and such option shall be deemed to have been selected by the Member. The Trustees and the Employers shall have no duty to advise a Member in relation to a commutation or an election under this Clause 26.2 nor (whether or not they have adVised a Member) any liability to are" Member in consequence of the Member, or the Trustees, commuting or not commuting the Member?s benefits, or making or not making an election under Clause The insertion of a new Clause 27 as follows: 27. Augmentation of benefits In accordance with a contractual commitment personal to a Member from the Employers which has received Ministerial Approval and subject to: Clause 3.1; and prior Ministerial Approval being obtained, and (C) the arrangement to the satisfaction of the Trustees of the payment of any additional contributions which the Trustees determine, after consulting the Actuary and the Principal Employer, to be required; the Trustees shall, if the Principal Employer so requests, augment any pension or other benefit from the Scheme (including a pension in payment) and or grant new or additional benefits to or in respect of the Member. cw sari-xi miss: at}; Pr. Brazel From: Deirdre Mason (DECLG) Sent: 29 June 20161652 To: Peter Brazel Subject: FW: Ervia D8 Scheme - Deeds of Amendments Importance: High Peter, Please see reply from Ervia re current position on John Tierney retirement. i will be asking them to submit a consent request letter attaching the new scheme and the amendment to us, yourselves and NewEra. is there any other documentation you would require? Regards, Deirdre Deirdre Mason Local Government Human Resources Section Department of the Environment, Community and Local Government Newtown Road Wexford Telephone N01053 9117386 email: deirdre.mason@environ.ie 3.5-7.195 A . Crumhsimt?. Pubs! was ma?a; i in; [fa-:13- u: 255': r? '1 1. Lu, From: Gillian Murray Sent: 29 June 2016 16:48 To: Deirdre Mason (DECLG) Subject: RE: Ervia DB Scheme - Deeds of Amendments Importance: High Hi Deirdre The Deeds were approved by the Ervia Board yesterday. At this stage can you advise what documentation you need from us to enable you to progress the formal consent for these Deeds so the matter can be finalised? Kind regards Gillian From: Deirdre Mason - (DECLG) Sent: 29 June 2016 15:43 .. To: Gillian Murray Subject: FW: Ervia DB Scheme Deeds of Amendments Hi Gillian, . in a 561% ?11; 454-39; . 9.5 - was wondering what stage the Ervia DB Deeds of Amendment and the draft $.18 Scheme for the Severance pa mt are at? Are they going to the Ervia Board? Many thanks. bail/DI r6 Deirdre Mason Local Government Human Resources Section Department of the Environment, Community and Local Government Newtown Road Wexford Telephone N01053 9117386 e?mail: deirdre.mason@environ.ie "err Casement Petra: teas mates hitting 5' "mam: :3 5n: Lag-3,: t. . From: Gillian Murray Sent: 27 May 2016 11:02 To: Paul Dunne - (DECLG) Cc: Paul Dunne; Margaret Lane; Rory Williams; Mary OSullivan Subject: Ervia DB Scheme - Deeds of Amendments Paul Please find latest deeds of amendment attached in respect of the augmentation and SFT clauses. i would appreciate it if you could confirm the wording is in order. have also attached the latest draft in respect of the $18 scheme facilitating a severance payment for your review and comments. Kind regards Gillian Pensions envi?a 3rd Floor, Webworks St. Cork if: 3231?? Wcme UTILITIES I INFRASTRUCTURE I SERVICES The information transmitted is intended only for the person or entity to which it is addressed and may contain confidential, commercially sensitive and/or privileged material. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited and may be unlawful. Ervia accepts no liability for actions or effects based on the prohibited usage of this information. Ervia is neither liable for the proper and complete transmission of the infarmation contained in this communication nor for any delay in its receipt. if you received this in error, please contact the sender and delete the material from any computer. Peter Brazel Liam ORiordan Liam.ORiordan@ervia.ie> From: Sent: 04 Juiy 20i6 11:27 To: Peter Brazel Subject: Ervia Application for consent to amend the Ervia Superannuation Scheme Attachments: Ervia DBS Ministerial consnet Appendix A Ervia DBS draft Ministerial Ervia Deed of Amendment 2016 augmentationpdf; Ervia Deed of Amendment 2016 SFT tax clausepdf Peter, Attached please find consent request application together with a draft form of consent in relation to the proposal to amend the Ervia-Superannuation Scheme. A draft Deed ofAmendment in respect of the augmentation of benefits and a draft Deed of Amendment in respect of the Standard Fund Threshold are also attached in respect of this consent request application. A copy of the attached has also be sent to the Department of the Environment, Community Local Government and to Kind regards Liam Liam O?Riordan Company Secretary envia Webworks, Eglinton Street, Cork, Ireland @553 21 453 4394 +353 87 4181845 I wuwrerviaie UTILITIES I INFRASTRUCTURE I SERVICES The information transmitted is intended only for the person or entity to which it is addressed and may contain confidential, commercially sensitive and/or privileged material. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited and may be unlawful. Ervia accepts no liability for actions or effects based on the prohibited usage of this information. Ervia is neither liable for the proper and complete transmission of the information contained in this communication nor for any delay in its receipt. if you received this in error, please contact the sender and delete the material from any computer. E-mail may be susceptible to data corruption, interception and unauthorized amendment. Ervia accepts no responsibility for changes to or interception of this e-mail after it was sent or for any damage to the recipient?s systems or data caused by this message or its attachments. Please also note that messages to or from Ervia may be monitored to ensure compliance with Ervia?s policies and standards and to protect our business. Ervia (formerly Bord Gais Eireann) is a body corporate established under the Gas Act 1976. Thank you for your attention. is don t? no an t-eintiteas chuig a seoltar an fhaisn?is ata an fhaisn?is seo beartaithe agus d?fh?adfadh abhar faoi riJn, ata iogairo thaobh 1 d; v: 5?5?ij Attention: Shirley Groarke Department of the Environment, Community and Local Government Custom House Dublin July2016 Ervia Application for consent to amend the Ervia Superannuation Scheme Dear Ms. Groark'e, . 1.1 1.2 l.3 1.4 1.5 1.6 Summary Bord Gais Eireann established the Bord Gais Eireann Superannuation Scheme (the ?Scheme?) by a de?nitive trust deed and rules dated 23 May 2014. BGE was the Principal Employer of the Scheme. Pursuant to Section 8 of the ESB (Electronic Communications Networks) Act 2014 BGE changed its name to Ervia with effect from 20 June 2014. .Ervia is the Principal Employer of the Scheme. In order to reflect the change of name from Bord Gais Eireann to Ervia in tl Scheme it was necessary to amend the Scheme documentation through the substitution of ?Ervia? in place of Bord Gais Eireann and also to rename the Scheme as ?The 'Ervia Superannuation Scheme?. The amendment of the Scheme was achieved through the preparation and execution of a Second De?nitive Trust Deed and Rules for the Scheme dated 27 July 2015 which. amended the name of the Scheme and also re?ected the change of name of BGE to Ervia. In order to permit Scheme members Whose bene?ts are in excess of the standard ?ind threshold or personal fund threshold under the Taxes Consolidation Act 1997 (as amended) to exchange pension over a period agreed with the Trustees of the Scheme and enable the Trustees to pay the required tax to the Revenue Commissioners at the member?s retirement date, an amendment must be made to the Second De?nitive Trust Deed and Rules dated 27 July 2015 by the insertion of a clause 26.2. In order to pay John Tierney a pension and lump sum prior to age 60 without an actuarial reduction, an augmentation of his bene?ts must be made under the Scheme and an amendment must be made to the Second De?nitive Trust Deed and Rules date 27 July 2015 by the insertion of an Augmentation of Bene?ts clause 27. TC UTILITIES I INFRASTRUCTURE I SERVICES I . 35?; 2.l ssizzf? 2. Ministeriai Approval for the proposed amendments to the Scheme Ministerial approval is required for the amendment of any of the provisions of the Scheme under section 18(2) ot?the Gas Act 1976 (as amended) (the ?Gas Act?). Accordingly, Ervia has prepared and submits to the Minister two Deeds of Amendment in respect of the Scheme and hereby applies for the approval by the Minster with the concurrence of the Minister for Public Expenditure and Reform (?Ministerial Approval?) for the amendment of the Scheme in accordance with section l8(3) ofthe Gas Act. This was approved by the Ervia Board on 28th June 2016 subject to Ministerial approval. A draft form of the consent is enclosed as Annex A. A draft Deed of Amendment in respect of the augmentation of benefits and a draft Deed of Amendment in respect of the Standard Fund Threshold are also attached. chy/Jmcerely (.1 I 1? 1? Liam Riordan Company Secretary Ervia Cc: Minister of Public Expenditure Reform 0, a: $623?: (-1: 55533;? Annex A Form of Consent [On headed notepaper of the Department of the Environment, Community and Local Government] The Company Secretary Ervia 3rd Floor We bworks Eglinton Street Cork Request for consent by Ervia under section 18 of th?h of the Ervia Superannuation Scheme Attention: Liam O?Riordan, Company Secretary I refer to your letter dated 1St July 201 ?"jl ing for the coan the Minister for the Environment, Community and Local Government "_'nlster underm 'a?on 18 of the Gas Act 1976 (as amended) to amend the terms of the Ervia?g ?Sis established pursuant to a . 'v Wconsent of? mister the concurrence of the Minister for Public Expendimnunnd Refin accordant?w?h the ter?is of section 18(3) of the Gas Act 1976 (as amended), to am he terms@ the Ervia Su?rannuatmn Scheme by way of the execution of the two Deeds of Amend Department of the Env?enment, Community and Local Government 0 Riggs; . Dated 2016 ERVI A Principal Employer MICHAEL A. MALACHY COLEMAN JIMMY JORDAN EUGENE MURPHY MARTIN MCCARTHY TOM CONSIDINE GER COWHIG SEAN CASEY LIAM RICHARD EDWINA NYHAN DEED OF AMENDMENT OFTHE ERVIA SUPERANNUATION SCHEME McCann FitzGerald Solicitors Riverside One Sir John Rogerson?s Quay Dublin 2 ?a stair; THIS DEED OF AMENDMENT is made the day of 2016 BETWEEN: ERVIA (formerly known as Bord Gais Eireann) a Statutory Body established by the Gas Act 1976 (as amended) and having its principal office at Webworks, Eglinton Street, Cork (1) (the Principal Employer"), (2) MICHAEL A. of 3 Clifton Park, Beaumont Avenue, Blackrock, Cork, MALACHY COLEMAN of 38 Silverwood Road, Rathfarnham, Dublin 14, JIMMY JORDAN of17 St Catherines Park, Glenageary, County Dublin, EUGENE MURPHY 0f 14 Millgate Drive, Dublin 12, MARTIN MCCARTHY of 351 Sutton Park, Sutton, Dublin 13, TOM CONSIDINE of "Beechdale", Boherboy Road, Lotabeg, Cork, GER COWHIG of 11 The Oaks, Boreenmanna Road, Cork, SEAN CASEY of 'Na Rossa?, Barretts Hill, Ballinhassig, Cork, LIAM of "Shalom", Curraclough, Lissarda, County Cork RICHARD of Killowen, Enniskeane, County Cork, and EDWINA NYHAN of 13 Castlerock Avenue, Baneshane, Midleton, County Cork. (the ?Trustees"). RECITALS (A) This Deed is supplemental to: a Definitive Trust Deed and Rules dated 23 May 2014 (the First Definitive Deed" and the ?First Rules" respectively) whereby the Principal Employer under its former name of Bord Gais Eireann established a retirement benefits scheme known as the Bord Gais Eireann Superannuation Scheme now known as the Ervia Superannuation Scheme (the ?Scheme?); a Deed of Adherence dated 23 May 2014 by Bord Gais Energy Limited and SWS Natural. Resources Holdings Limited; a Deed of Cessation dated 30 June 2014 by Bord Gais Energy Limited and SWS Natural Resources Holdings Limited; a Second Definitive Trust Deed and Rules dated 27 July 2015 (the ?Second DefinitiVe Deed? and the ?Second Rules? respectiVely) which, with effect on and from 27 July 2015, replaced the First Definitive Deed and the First Rules; a Deed of Adherence dated 27 July 2015 by Gas Networks Ireland; (vi) a Deed of Adherence dated 27 July 2015 by Irish Water; and a Deed of Retirement and Appointment of Trustees dated 7 December 2015. (ii) (M (vii) (B) The Trustees are the present trustees of the Scheme. (C) Pursuant to Clause 22 of the Principal Employer, with the consent of the Trustees, may amend the Second Definitive Deed and the Second Rules subject to the approval of the Revenue Commissioners and the approval of the Minister for the Environment, Community (and Local Government with the concurrence of the Minister for Public Expenditure and eform and subject to section 59E of the Pensions Act 1990 (as amended) in respect of which it is noted that the amendment set out in this Deed does not materially alter the balance of members? interests under the Scheme. 0 aim-F!- ?1 Limits. my mam-ts:- (D) The Principal Employer and the Trustees wish to amend the Second Definitive Deed as set out in this Deed. NOW IT IS AGREED that subject to the requirements referred to in recital (C) above, with effect on and from 1 April 2016 the Second Definitive Deed shall be amended by the insertion of a new Clause 27 as follows: 27. Augmentation of benefits In accordance with a contractual commitment personal to John Tierney from the Employers which has received Ministerial Approval and subject to: Clause 3.1; and the arrangement to the satisfaction of the Trustees of the payment of any additional contributions which the Trustees determine, after consulting the Actuary and the Principal Employer, to be required; the Trustees shall, if the Principal Employer so requests, augment any pension or other benefit from the Scheme (including a pension in payment) in line with entitlements common to both the Local Government (Superannuation) (Consolidation) Scheme 1998 to 2014 and the contractual commitment, so that it is paid prior to age 60 without actuarial reduction. This Deed may consist of two or more documents in the same form. A document may be executed by one or more of the parties. IN WITNESS OF WHICH the parties have executed this Deed on the date written above. IO 2 viz-1.4% s; PRESENT when the common sea] of ERVIA was affixed to this deed and this deed was delivered: SIGNED and DELIVERED as a deed by MICHAEL A. in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MALACHY COLEMAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by JIMMY JORDAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: IO Director Secretary - G. SIGNED and DELIVERED as a deed by EUGENE MURPHY in the presence of: Signature of Witness: Name of Witness: Add ress of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MARTIN MCCARTHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by TOM CONSIDINE in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by GER COWHIG in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by SEAN CASEY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by LIAM in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by RICHARD in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by EDWINA NYHAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: 1935813 ?@5313, . . I Dated 2016 ERVIA Principal Employer MICHAEL A. MALACHY COLEMAN JIMMY JORDAN EUGENE MURPHY MARTIN MCCARTHY TOM CONSIDINE GER COWHIG SEAN CASEY LIAM RICHARD EDWINA NYHAN DEED OF AMENDMENT OF THE ERVIA SUPERANNUATION SCHEME McCann FitzGerald Solicitors Riverside One Sir John Rogerson's Quay Dublin 2 THIS DEED OF AMENDMENT is made the day of 2016 BETWEEN: (1) ERVIA (formerly known as Bord Gais Eireann) a Statutory Body established by the Gas Act 1976 (as amended) and having its principal office at Webworks, Eglinton Street, Cork (the ?Principal Employer?), (2) MICHAEL A. of 3 Clifton Park, Beaumont Avenue, Blackrock, Cork, MALACHY COLEMAN of 38 Silverwood Road, Rathfarnharn, Dublin 14, JIMMY JORDAN of 17 St Catherines Park, Glenageary, County Dublin, EUGENE MURPHY of 14 Millgate Drive, Dublin 12, MARTIN MCCARTHY of 351 Sutton Park, Sutton, Dublin 13, TOM CONSIDINE of ?Beechdale?, Boherboy Road, Lotabeg, Cork, GER COWHIG of 11 The Oaks, Boreenmanna Road, Cork, SEAN CASEY of 'Na Rossa?, Barretts Hill, Ballinhassig, Cork, LIAM of ?Shalom", Curraclough, Lissarda, County Cork RICHARD of Killowen, Enniskeane, County Cork, and EDWINA NYHAN of 13 Castlerock Avenue, Baneshane, Midleton, County Cork. (the ?Trustees"). RECITALS (A) This Deed is supplemental to: a Definitive Trust Deed and Rules dated 23 May 2014 (the ?First Definitive Deed" and the ?First Rules? respectively) whereby the Principal Employer under its former name of Gais Eireann established a retirement benefits scheme known as the Bord Gais Eireann Superannuation Scheme now known as the Ervia Superannuation Scheme (the ?Scheme?); (ii) a Deed of Adherence dated 23 May 2014 by Bord Gais Energy Limited and SWS Natural Resources Holdings Limited; a Deed of Cessation dated 30 June 2014 by Bord Gais Energy Limited and SWS Natural Resources Holdings Limited; (iv) a Second Definitive Trust Deed and Rules dated 27 July 2015 (the ?Second Definitive Deed" and the ?Second Rules" respectively) which, with effect on and from 27 July 2015, replaced the First Definitive Deed and the First Rules; a Deed of Adherence dated 27 July 2015 by Gas Networks Ireland; (vi) a Deed of Adherence dated 27 July 2015 by Irish Water; and (vii) a Deed of Retirement and Appointment of Trustees dated 7 December 2015. (B) The Trustees are the present trustees of the Scheme. (C) Pursuant to Clause 22 of the Principal Employer, with the consent of the Trustees, may amend the Second Definitive Deed and the Second Rules subject to the approval of the Revenue Commissioners and the approval of the Minister for the Environment, Community and Local Government with the concurrence of the Minister for Public Expenditure and reform and subject to section 59F of the Pensions Act 1990 (as amended) in respect of which it is noted that the amendment set out in this Deed does not materially alter the balance of members? interests under the Scheme. I 35:53? (D) The Principal Employer and the Trustees wish to amend the Second Definitive Deed as set out in this Deed. NOW IT IS AGREED that subject to the requirements referred to in recital (C) above, with effect on and from 1 April 2016 the Second Definitive Deed shall be amended by the deletion of Clause 26.2 and the insertion of the following new Clause 26.2: 26.2 Where a Member's benefits exceed the standard fund threshold (or where applicable the personal fund threshold) a chargeable excess arises. In such an event, the Member may be permitted by the Trustees, and shall be permitted if so required by section of the Act, subject always to Clause 3, to commute so much of his benefits as may be necessary to discharge any tax liability arising from that chargeable excess, subject to the following provisos: Instead of commuting his benefits, a Member may be permitted by the Trustees, and shall be permitted if so required by section of the Act, to elect to surrender at the date the pension becomes payable to him, a portion of pension for a period of payment of the pension and on a basis to be determined by the Trustees, acting on the advice of the Actuary and notified to the Member and subject to the requirements of section 787Q (where applicable). Unless provision has been made to meet the tax liability to the Trustees' satisfaction, in the event that the Member declines to commute his benefits or to make an election in accordance with Clause the Trustees shall apply such of the available options as they in their absolute discretion shall determine and such option shall be deemed to have been selected by the Member. The Trustees and the Employers shall have no duty to advise a Member in relation to a commutation or an election under this Clause 26.2 nor (whether or not they have advised a Member) any liability to the Member in consequence of the Member, or the Trustees, commuting or not commuting the Member?s benefits, or making or not 1 making an election under Clause I This Deed may consist of two or more documents in the same form. A document may be executed by one or more of the parties. IN WITNESS OF WHICH the parties have executed this Deed on the date written above. 2 are: PRESENT when the common seal of ERVIA was affixed to this deed and this deed was delivered: a: n; s?uiax Director Secretary SIGNED and DELIVERED as a deed by MICHAEL A. in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MALACHY COLEMAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by JIMMY JORDAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: 3 SIGNED and DELIVERED as a deed by EUGENE MURPHY in the presence of: Signature of Witness: Na me of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MARTIN MCCARTHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by TOM CONSIDINE in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by GER COWHIG in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: 193581 .3 - ?Kg-gr}; . {LE-'dri'. 4- .232!ze PRESENT when the common sea} of ERVIA was affixed to this deed and this deed was delivered: SIGNED and DELIVERED as a deed by MICHAEL A. in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MALACHY COLEMAN in-the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by JIMMY JORDAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: [9358! .3 Director Sec re ta ry ?lurk- SIGNED and DELIVERED as a deed by SEAN CASEY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occu pation of Witness: SIGNED and DELIVERED as a deed by LIAM in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by RICHARD in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by EDWINA NYHAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: 1.3 flunal Aire Con?dential and Commercially Sensitive Please find attached a copy of the proposed terms and conditions for the Managing Director post in Irish Water. The Board of BGE would propose to approve these terms and the appointment tomorrow (29/1/2013). While the Minister does not have a statutory function in the approval of these terms, the company have sought his approval and that of the Minister for Public Expenditure and Reform to the appointment on these terms. i understand from the Department of Communications, Energy and Natural Resources that the approval of the Minister for Public Expenditure and Reform has been obtained and we would propose, if the Minister agrees, to forward his approval also on the basis that the Minister for Public Expenditure and Reform, who has responsibility for matters relating to pay policy in commercial semi-States has already indicated approval. ?\am Nlaria Graham Water Sector Programme Management Section 28 January 2013 c.c. Secretary General, and Mark Griffin Assistant Secretary Seen and approved by the Minister: Cl . qite: 1/9 2/0] .3 42$ 'Iiinw Litter i425 Pe Brazel \i From: Liam ORiordan Sent: 04 July 2016 14:09 To: Peter Brazel Subject: Ervia Application for consent for the establishment of a scheme under Section 18 of the Gas Act 1976 (no. 30 of 1976)(as amended) Attachments: Ervia DBS- Ministerial consnet request re S. 18 Schemepdf; Ervia DBS draft form of consent re S. 18 Schemedocx; Ervia 5.18 Scheme for severance gratuityDOCX Peter, Attached please find consent request application together with a draft form of consent in relation to the proposal for the establishment by Ervia of a scheme under Section 18 of the Gas Act 1976 (no. 30 of 1976)las amended) A draft ofthe scheme is also attached for consideration. A copy of the attached will also be sent to the Department of the Environment, Community Local Government and to Kind regards Liam Liam O?Riordan ..V. .15"21.2: z. - envia t-?v?etiworks, Egiinion Street. Cork. ireland Qr? . 5? . +:33 a? and "33.3 at?) I INFRASTRUCTURE The information transmitted is intended only for the person or entity to which it is addressed and may contain confidential, commercially sensitive and/or privileged material. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited and may be unlawful. Ervia accepts no liability for actions or effects based on the prohibited usage of this information. Ervia is neither liable for the proper and complete transmission of the information contained in this communication nor for any delay in its receipt. If you received this in error, please contact the sender and delete the materiai from any computer. E?mail may be susceptible to data corruption, interception and unauthorized amendment. Ervia accepts no responsibility for changes to or interception of this email after it was sent or for any damage to the recipient?s systems or data caused by this message or its attachments. be monitored to ensure compliance with Ervia?s policies and standards and to protect our Please also note that messages to or from Ervia ma business. Ervia (formerly Bord Ga is Eireann) is a body corporate established under the Gas Act 1976. Thank you for your attention. is don t? no an t-eintiteas chuig a seoltar an fhaisn?is at? an fhaisn?is seo beartaithe agus d'fh?adfadh abhar faoi rt?m, at? iogair thaobh trachtala agus/no faoi phribl?id a bheith mar chuid de. Ta cosc ar dhui'ne ar bith no ar eintiteas ar bith seachas an t? chuig a raibh si' beartaithe, an fhaisn?is seo a a athsheoladh, a scaipeadh no aon Lisaid eile a bhaint aisti, no gniomh a ghiacadh bunaithe uirthi agus d?fh?adfadh sin a bheith in aghaidh an dli. Nighlacfaidh Ervia aon fhreagracht maidir ie gniomhartha no iarmhairti a bheadh bunaithe ar usa'id thoirmiscthe na faisn?ise seo. Ni bheidh Ervia freagrach maidir le seachadadh cui n? iomlan na faisn?ise ata sa chumarsa?id seo n? maidir le haon mhoill a bhainfeadh lena fail. Mai fuair to an teachtaireacht seo tri dhearmad, d?an teagmha?il le do thoil leis an t? a sheol iagus scrios 1 Attention: Shirley Groarke, Department ofthe Environment, Community and Local Government Custom House Dublin 1 July 2016 Ervia Application for consent to establish the Ervia Severance Gratuity Scheme 2016 Dear Sir/Madam 1. Summary in exercise of the powers conferred on Ervia by section 18 of the Gas Act 1976 (No 30 of 1.1 1976) (as amended) (the "Gas Act?) Ervia wishes to establish the Ervia Severance Gratuity Scheme 2016 in order to pay a severance gratuity of?100 000 to John Tierney. 2. Ministerial Approval for the Ervia Severance Gratuity Scheme 2016 2.1 Ministerial approval is required for the establishment of a scheme under section 18 of the Gas Act. 2.2 Accordingly, Ervia has prepared and submits to the Minister the Ervia Severance Gratuity Scheme 2016 and hereby applies for the approval by the Minster with the concurrence of the MiniSter for Public Expenditure and Reform (?Ministerial Approval?) fer the establishment of the Ervia Severance Gratuity Scheme 2016 in accordance with section 18 of the Gas Act. This was approved by the Ervia Board on 28th June 2016 subject to Ministerial approval. A draft form of the consent is enclosed as Annex A and a draft of the scheme is attached as Annex YoWe reiy A I Liam O?Riordan Company Secretary Ervia Cc: Minister for Pubiic Expenditure and Reform UTILITIES SERVICES Bosca O. 300 nebworks Sraid Egiir .ion Corcaigh. Eire PG Box 900. Webworks Egiinton Street Cork lreiand 2 7 423 9000 vmivvsaerxriaie Annex A Form of Consent [On headed notepaper of the Department of the Environment, Community and Locai Government] The Company Secretary Ervia 3rd Fioor Webworks Egiinton Street Cork Request for consent by Ervia under section 18 Ervia Severance Gratuity Scheme 2016 Attention: Liam O?Riordan, I refer to your letter dated 4 July 016 Community and Local Government (the miste? amended) to establish Minister for Public Exp?mture and?orm in ac Act 1976 (as amended) we Annex is: Z1 Ervia Severance Gratuity Scheme 2016 In exercise of the powers conferred on Ervia by section 18 of the Gas Act 1976 (No. 30 of 1976) (as amended), Ervia hereby makes the following Scheme. SHORT TITLE This Scheme may be cited as the Ervia Severance Gratuity Scheme 2016. 2. COMMENCEMENT The Scheme will commence on 29 April 2013. 3. MEMBERSHIP Membership of this Scheme shall not apply to any person other than Dr John Tierney. 4. SEVERANCE GRATUITY In accordance with a contractual commitment personal to Dr John Tierney from Ervia which received the approval of the Minister for the Environment, Community and Local Government and the Minister for Public Expenditure and Reform, and in line with entitlements common to both the Local Government (Superannuation) (Consolidation) Scheme 1998 to 2014 and the contractual commitment, Dr John Tierney shall be eligible to receive a severance gratuity of ?100,000. The severance gratuity shall be paid on his retirement from Ervia. Present when the common seal of Ervia was affixed to this Scheme and this Scheme was delivered: Director Director Secretary The Minister for the Environment, Community and Local Government, with the concurrence of the Minister for Public Expenditure and Reform, approves the foregoing Scheme: Given under my official seal this day of 2016. Simon Coveney, TD. Minister for the Environment, Community and Local Government The Minister for Public Expenditure and Reform, hereby concurs in the making of the foregoing Scheme: Given under my official seal this day of 2016. Paschal Donohoe, TD. Minister for Public Expenditure and Reform From: Deirdre Mason - (DECLG) Sent: 16 May 2016 13:21 To: Paul Dunne - (DECLG) Subject: Note re JTierney Attachments: Note re JTierney pension 16 May 2016.docx Paul, Let me know if you want anything else included. Regards, Deirdre '1 7? - 0 Paul, Pension Position re .Iohn Tierney Contract with Ervia Mr. Tierney took up the position with on the basis that the transition would be seamless in terms of public sector employment and that his terms and conditions would be no less favourable, including pension terms. Mr. Tierney is a member of the Ervia De?ned Bene?t (DB) Pension Scheme, in line with his contract with the Company. His contract with Ervia also provides for a severance payment of 6 months on retirement, as an ex-gratia payment at the discretion of the Company. In addition, Ervia have stated that the issue of non-actuarially reduced benefits is not explicit but is inherent in his contract. Statutory Protection for Pension Rights The protection of pension rights for lW employees who previously worked in Local Authorities is covered under 528(7)(a) of the Water Services (No.2) Act 2013 which states that: (7) Subject to section 30 and save in accordance with a collective agreement negotiated with a recognised trade union or sta? association and approved by the Minister with the consent of the Minister for Public Expenditure and Reform, a scheme under this section shall, as respects a person referred to in subsection (1), provide for the granting to or in respect of him or her of superannuation benefits upon and subject to such terms and condi ions as are not less favourable and not more favourable to him or her than the terms and condi 'ons in relation to the grant of such benefits that would have applied tinued to be an officer of the Minister or a member of the staff of the local authority concern d. This in effect covers those IW employees who previously worked in a Local Authority and become IW employees and members of the lW DB Scheme. This therefore doesn't cover Mr. Tierney as he is a member of the Ervia Superannuation Scheme. The Water Services Act 2014 provides further protection of pension rights for employees of Ervia who were appointed from a Local Authority prior to the incorporation of IW but who subsequently transfer to IW. Section 9(3) states that: Section 2013 is amended by inserting after subsection (9) the following: For the purposes of this section, an appointment under section 27 includes an appointment by Ervia prior to the formation and registration of Irish Water under the Companies Acts of persons who were members of the sta? of a local authority immediately before such appointment and commenced employment with Irish Water immediately on ceasing employment with Ervia. Again this doesn't appear to cover Mr. Tierney as his contract is with Ervia and he remained a member of the Ervia DB Superannuation Scheme. Local Government Transfer Network (LGTN) Under the LGTN Mr. Tierney?s service with Dublin City Council (DCC) could be transferred to the Ervia DB Scheme. The referente to BGE on the LGTN list of Approved Bodies needs to be ?updated to include Ervia but this can be done fairly quickly. The service then falls to be considered under the Ervia DB Scheme which currently doesn't allow non-actuarially reduced early payment of pension but an amendment is currently being drafted in this regard. Under this arrangement the DCC liability would fall due on retirement and the issue of contributions under the LGTN and liability for CEO Added Years could be resolved between the two bodies. Deirdre Mason LGHR 16 May 2015 - . . . .3an . a 1.5%th litter ?31 it; 00521 16: Consent to Establish the Ervia Severance Gratuity Scheme 2016 to AmeQd i. :kulil/ ijl Ervia Scheme LE lTo: Minister [Anthem Patrick Cass @tus: For Review Owner: Peter Brazel 3 ?irpose: Approval Reviewers: Peter Brazel givision/Office: Remuneration and Industrial Relations [Decision By: Consent to Establish the Ervia Severance Gratuity Scheme 2016 (ii) to Consent to Amen the Ervia Superannuation Scheme i Action Required Executive Summary In accordance with a contractual commitment personal to Dr John Tierney from Ervia which received. the approval of the then Minister for the Environment, Community and Local Government and the Minister for Public Expenditure and Reform, and in line with entitlements common to both the Local Government (Superannuation) (Consolidation) Scheme 1998 to 2014 . and the contractual commitment, Dr John Tierney shall be eligible to receive a severance The severance gratuity shall be paid on his retirement from Ervia. in order to allowthis to occur your concurrence with the Minister for Environment, Community and Local Government IS sought for the establishment of Establish the Ervia Severance Gratuity Scheme 2016. Membership of this Scheme shall not apply to any person other than Dr lohn Tierney 06/07/2016 $21? . (Inf-n. Print Submission Page 2 of? 4 Comments There are no Comments. Detailed Information Related Submissions There are no related Submissions. User Details Users with access to Submission Read receipt list Patrick Cass Patrick Cass Action Logs Created: 06/07/2016 15:44:27: Submission created by Patrick Calss Sent For Review: 06/07/2016 15 :44:48: Submission sent to Peter Br Cass azel for Review by Patrick layouts/1 S/eSubm is. .. 06/07/20] 0 Mason - (DECLG) 1 From: Paul Dunne - (DECLG) Sent: 17 May 2016 12:18 To: Maria Graham (DECLG) Cc: Deirdre Mason - (DECLG) Subject: RE: Private and Con?dential-- Ervia DB Deed of AmendmentDOCX - 2 draft clauses Attachments: Ervia DB Deed of Amendment (2).docx Maria Ervia have con?rmed that they have approval from DECLG and DPER in relation to the contractual commitment and the Minister will only be asked to approve amendments. The commitment is attached for information and limits the augmentation to similar pension entitlements of Chief Executives. There is no provision for added years as this does not transfer . Based on the clari?cations above I think we can accept the augmentation amendment. I will revert on the SFT amendment. Regards Paul From: Paul Dunne (DECLG) Sent: 17 May 2016 10:40 To: Maria Graham - (DECLG) Cc: Deirdre Mason - (DECLG) Subject: FW: Private and Con?dential-- Ervia DB Deed of AmendmentDOCX - 2 draft clauses Maria Proposed amendments from Ervia attached, In relation to the Augmentation part it would appear that they are requesting the Minister to approve: a a contractual commitment entered into 3-4 years ago which I cannot stand over a the amendment of the deed to accommodate augmentation I have asked them to clarify and to provide the contractual commitment and any Ministerial/Government approval granted. In my Opinion the last part of the augmentation piece is very board but it might be contained by the actual contractual commitment and we can assess once we receive it. I cannot comment on the tax elements but I will try and get advice from DPeR/Finance. Paul From: Margaret Lane Sent: 16 May 2016 18:41 To: Paul Dunne - (DECLG) Cc: Paul Dunne Subject: Private and Con?dential-- Ervia DB Deed of AmendmentDOCX - 2 dral?c clauses . Paul, See attached draft wording for wording for the augmentation provisions and tax encashment of pension for the Ervia De?ned Bene?t Deed in relation to JT's pension entitlements for your review. This is what we propose to present to the Trustees on Friday and which will be presented to our Board and to the Minister for approval. There is essentially two amendments being sought as set out below, one for the augmentation of the pension and the other for Standard Fund Threshold. 1. The ?nal version of each clause will be inserted in the formal Trust Deed and Rules by way of execution of a separate Deed of Amendment. This will mean that as the augmentation provision will not be generally applicable to members, they are not entitled to be given a copy of the Deed should they so request. 2. The augmentation provision does not mention the speci?c member. This augmentation clause is a ?one off? as per a contractual commitment approved by the Government. To ?t that within the current approval process under the governing Deed and Rules, I have referred to the augmentation being in accordance with a contractual commitment, personal to the Member from the Employers, which has received Ministerial Approval. In addition, I have made the augmentation subject to Ministerial Approval. This means that both the contractual commitment and the augmentation must each receive Ministerial Approval. 3. In relation to the tax, as agreed, I have drafted the wording on a ?exible basis so that if the scheme is to be treated as a statutory scheme, then the restrictions under tax law around pension encashment to pay the tax arise (ie as per the public service). In either case, the Trustees determine the basis of encashment. Paul Dunne will give ou a call tomorrow on this Regards, Margaret Margaret Lane Group HR Director envia 3rd Floor, Webworks. Eglinton St, Cork +353 21 39171 087 236 7475 UTILITIES I SERVICES The information transmitted is intended only for the person or entity to which it is addressed and may contain con?dential, commercially sensitive and/or privileged material. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited and may be unlawful. Ervia accepts no liability for actions or effects based on the prohibited usage of this information. Ervia is neither liable for the proper and complete transmission of the information contained in this communication nor for any delay in its receipt. If you received this in error, please contact the sender and delete the material from any computer. E-mail may be susceptible to data corruption, interception and unauthorized amendment. Ervia accepts no responsibility for changes to or interception of this e-mail after it was sent or for any damage to the recipient?s systems or data caused by this message or its attachments. Please also note that messages to or from Ervia may be monitored to ensure compliance with Ervia's policies and standards and to protect our business. Ervia (formerly Bord Ga?is Eireann) is a body corporate established under the Gas Act 1976. 2 It is proposed that each of the separate draft Clauses below would be inserted in a separate Deed of Amendment. The ?Act" means the Taxes Consolidation Act 1997 as amended. The definition of ?Ministerial Approval" under the governing Trust Deed means ?approval by the Minister for the Environment, Community and Local Government with the concurrence of the Minister for Public Expenditure and Refomc? The deletion of Clause 26.2 and the insertion of the following new Clause 26.2: 26.2 Where a Member? 5 benefits exceed the standard fund threshold (or where applicable the personal fund threshold) a chargeable excess arises. In such an event, the Member may be permitted by the Trustees, and shall be permitted if so required by section of the Act, subject always to Clause 3, to commute so much of his benefits as may be necessary to discharge any tax liability arising from that chargeable excess, subject to the following provxsos: Instead of commuting his benefits, a Member may be permitted by the Trustees, and shall be permitted if so required by section of the Act, to elect to surrender at the date the pension becomes payable to him, a portion of pension for a period of payment of the pension and on a basis to be determined by the Trustees, acting on the advice of the Actuary and notified to the Member and subject to the requirements of section 787Q (where applicable). Unless provision has been made to meet the tax liability the Trustees? satisfaction, in the event that the Member declines to commute his be efits or to make an election in accordance with Clause the Trustees shall a ply such of the available options as they in their absolute discretion shall determ' and such option shall be deemed to have been selected by the Member. The Trustees and the Employers shall have no duty to advise a Member in relation to a commutation or an election under this Clause 26.2 nor (whether or not they have advised a Member) any liability to the Member in consequence of the Member, or the Trustees, commuting or not commuting the Member?s benefits, or making or not making an election under Clause The insertion of a new Clause 27 as follows: 27. Augmentation of benefits In accordance with a contractual commitment personal to a Member from the Employers which has received Ministerial Approval and subject to: Clause 3.1; and prior Ministerial Approval being obtained, and the arrangement to the satisfaction of the Trustees of the payment of any additional contributions which the Trustees determine, after consulting the Actuary and the Principal Employer, to be required; the Trustees shall, if the Principal Employer so requests, augment any pension or other bene?t from the Scheme (including a pension in payment) and or grant new or additional benefits to or in respect of the Member. 0 EXTRA FROM MINUTES OF ER VIA BOARD MEETING HELD ON 28?? JUNE 2016 PENSION ISSUE - FORMER IRISH WA TER MANA GIN DIRECTOR Having discussed and considered the proposal and subject to the Chief Executive discussing the requested approvals with the Secretary General of the Department of Public Expenditure and Reform, the Board resolved to: approve the following changes to the Ervia De?ned Bene?t Scheme (Scheme) in order to provide that Mr. Tierney receives pension bene?ts per his contract, in line with those he would have achieved had he retired as Chief Executive from Dublin City Council: 0 a provision allowing for the augmentation of bene?ts (payment of pension without actuarial reduction) limited to John Tierney, in accordance with the draft deed presented; I a provision facilitating the payment by the Scheme trustees, over a period of years, of tax arising where a Scheme member exceeds the Standard Fund Threshold, in accordance with the draft deed presented. 0 approve the payment by Ervia to the Scheme in the amount as outlined to meet the cost of Mr. Tiemey?s entitlements on the basis of a calculation prepared by the Scheme?s actuary. approve the creation of a statutory scheme (Severance Payment Scheme) under Section 18 of the Gas Act, 1976 to enable the making of a severance payment to Mr. Tierney in the sum outlined as part of his contractual pension entitlement and to approve the making of that payment. - approve the making of submissions to the Department of the Environment, Community and Local Government and to the Department of Public Expenditure and Reform for the approval of the changes to the Scheme and for the establishment of the Severance Payment Scheme. Q2.) h\ . 'Deirci. Mason I From: Liam ORiordan Sent: 01 July 2016 17:50 To: Shirley Groarke - (DECLG) Cc: Paul Dunne - Deirdre Mason - Emma Reeves - (DECLG) Subject: \n Ervia - Application for consent to amend the Ervia Superannuation Scheme Attachments: Ervia DBS Ministerial consnet Appendix A Ervia DBS draft Ministerial (augmentation_SFD.DOCX; Ervia DBS- Deed of Amendment 2016 augmentationpdf; Ewia Deed of Amendment 2016 SFT tax clausepdf Shirley, Attached please ?nd consent request application together with a draft form of consent in relation to the proposal to amend the Ervia Superannuation Scheme. A draft Deed of Amendment in respect of the augmentation of bene?ts and a draft Deed of Amendment in respect of the Standard Fund Threshold are also attached in respect of this consent request application. A copy ofthe attached will also be sent to the Department of Public Expenditure Reform and to Kind regards Liam Liam O'Rlordan Company Secretary envia Webworks, Eglinton Street. Cork, Ireland +353 21 453 4394 +358 87 4181845 UTILITIES INFRASTRUCTURE I SERVICES The information transmitted is intended only for the person or entity to which it is addressed and may contain confidential, commercially sensitive and/or privileged material. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited and may be unlawful. Ervia accepts no liability for actions or effects based on the prohibited usage of this information. Ervla is neither liable for the proper and complete transmission of the information contained in this communication nor for any delay in its receipt. If you received this in error, please contact the sender and delete the material from any computer. E-mail may be susceptible to data corruption, interception and unauthorized amendment. Ervia accepts no responsibility for changes to or interception of this email after it was sent or for any damage to the recipient?s systems or data caused by this message or its attachments. Please also note that messages to or from Ervia may be monitored to ensure compliance with Ervia?s policies and standards and to protect our business. Ervia (formerly Bord Gais Eireann) is a body corporate established under the Gas Act 1976. Thank you for your attention. Is don t? no an t-eintiteas chuig a seoltar an fhaisn?is ata an fhaisn?is seo beartaithe agus d'fh?adfadh abhar faoi rdn, ata iogair a thaobh trachtala agus/no faoi phribl?ld a bheith mar chuid de. Ta cosc ar dhuine ar bith no ar eintiteas ar bith seachas an t? chuig a raibh si beartaithe, an fhaisn?is sea a a athsheoladh, a scalpeadh no aon usaid eile a bhaint aisti, n6 gniomh a ghlacadh bunaithe uirthi 1 eRvia Attention: Shirley Groarke Department of the Environment, Community and Local Government Custom House Dublin 1 July 2016 Ervia Application for consent to amend the Ervig Superannuation Scheme Dear Ms. Groarke, 1 . Summary 1.1 Bord Gais Eireann established the Bord Gais Eireann Superannuation Scheme (the ?Scheme?) by a de?nitive trust deed and rules dated 23 May 2014. 3613 was the Principal Employer of the Scheme. 1.2 Pursuant to Section 8 of the ES (Electronic Communications Networks) Act 2014 BGE changed its name to 'a with effect from 20 June 2014. Ervia is the Principal Employer of the e. 1.3 In order to re?ect the change name from Bord Gais Eireann to Ervia in the Scheme it was necessary to amend the Scheme documentation through the substitution of ?Ervia? in place of Bord Gais Eireann and also to rename the Scheme as ?The Ervia Superannuation Scheme?. 1.4 The amendment of the Scheme was achieved through the preparation and execution of a Second De?nitive Trust Deed and Rules for the Scheme dated 27 July 2015 which amended the name of the Scheme and also re?ected the change of name of to Ervia. 1.5 In order to permit Scheme members whose bene?ts are in exceSs of the standard ?Jnd threshold or personal ?md threshold under the Taxes Consolidation Act 1997 (as amended) to exchange pension over a period agreed with the Trustees of the Scheme and enable the Trustees to pay the required tax to the Revenue Commissioners at the member?s retirement date, an amendment must be made to the Second De?nitive Trust Deed and Rules dated 27 July 2015 by the insertion of a clause 26.2. 1.6 In order to pay John Tierney a pension and lump sum prior to age 60 without an actuarial reduction, an augmentation of his bene?ts must be made under the Scheme and an amendment must be made to the Second De?nitive Trust Deed and Rules date 27 July 2015 by the insertion of an Augmentation of Bene?ts clause 27. unurles lursasr?ucrune I SERVICES Annex A Form of Consent [On headed notepaper of the Department of the Environment, Community and Local Government] The Company Secretary Ervia 3rd Floor Webworks Eglinton Street Cork Request for consent by Ervia under section 18 of of the Ervia Superannuation Scheme Attention: Liam O'Riordan, Company Secretary Community and Local Government .. amended) to amend the terms of the Ervia- poi:5 I am directed to convey 1-- - .- the concurrence of Minister for Public Expenditu I with the te of section 18(3) of the Ga Act 1976 (as amended), to . y? annuation Scheme by way of the execu 'on of the two Deeds of Amendm . Department of the En ?gment, Community and Local Government Dated 2016 ERVIA Principal Employer MICHAEL A. MALACHY COLEMAN JIMMY JORDAN EUGENE MURPHY MARTIN MCCARTHY TOM CONSIDINE GER COWHIG SEAN CASEY LIAM RICHARD EDWINA NYHAN DEED 0F AMENDMENT OF THE ERVIA SUPERANNUATION SCHEME McCann FitzGerald Solicitors Riverside One Sir John Rogerson?s Quay Dublin 2. l0 THIS DEED OF AMENDMENT is made the day of 2016 BEIWEEN: (1) (2) ERVIA (formerly known as Gais Eireann) a Statutory Body established by the Gas Act 1976 (as amended) and having its principal office at Webworks, Eglinton Street, Cork (the Principal Employer"), MICHAEL A. of 3 Clifton Park, Beaumont Avenue, Blackrock, Cork, MALACHY COLEMAN of 38 Silverwood Road, Rathfarnham, Dublin 14, JIMMY JORDAN of 17 St Catherines Park, Glenageary, County Dublin, EUGENE MURPHY of 14 Millgate Drive, Dublin 12, MARTIN MCCARTHY of 351 Sutton Park, Sutton, Dublin 13, TOM CONSIDINE of "Beechdale", Boherboy Road, Lotabeg, Cork, GER COWHIG of 11 The Oaks, Boreenmanna Road, Cork, SEAN CASEY of 'Na Rossa', Barretts Hill, Ballinhassig, Cork, LIAM of "Shalom", Curraclough, Lissarda, County Cork RICHARD of Killowen, Enniskeane, County Cork, and EDVVINA NYHAN of 13 Castlerock Avenue, Baneshane, Midleton, County Cork. (the ?Trustees"). RECITALS (A) (B) (C) This Deed is supplemental to: a Definitive Trust Deed and Rules dated 23 May 2014 (the ?First Definitive Deed" and the ?First Rules" respectively) whereby the Principal Employer under its former name of Bord Gais Eireann established a retirement benefits scheme known as the Bord Gais Eireann Superannuation Scheme now known as the Ervia Superannuation Scheme (the (ii) a Deed of Adherence dated 23 May 2014 by Bord Gais Energy Limited and SWS Natural Resources Holdings Limited; a Deed of Cessation dated 30 June 2014 by Bord Gais Energy Limited and SWS Natural Resources Holdings Limited; (iv) a Second Definitive Trust Deed and Rules dated 27 July 2015 (the ?Second Definitive Deed? and the ?Second Rules" respectively) which, with effect on and from 27 July 2015, replaced the First Definitive Deed and the First Rules; a Deed of Adherence dated 27 July 2015 by Gas Networks Ireland; (vi) a Deed of Adherence dated 27 July 2015 by Irish Water; and (vii) a Deed of Retirement and Appointment of Trustees dated 7 December 2015. The Trustees are the present trustees of the Scheme. Pursuant to Clause 22 of the Principal Employer, with the consent of the Trustees, may amend the Second Definitive Deed and the Second Rules subject to the approval of the Revenue Commissioners and the approval of the Minister for the Environment, Community and Local Government with the concurrence of the Minister for Public Expenditure and reform and subject to section 59F of the Pensions Act 1990 (as amended) in respect of which it is noted that the amendment set out in this Deed does not materially alter the balance of members? interests under the Scheme. 10 I (D) The Principal Employer and the Trustees wish to amend the Second Definitive Deed as set out in this Deed. NOW IT IS AGREED that subject to the requirements referred to in recital (C) above, with effect on and from 1 April 2016 the Second Definitive Deed shall be amended by the insertion of a new Clause 27 as follows: 27. Augmentation of benefits In accordance with a contractual commitment personal to John Tierney from the Employers which has received Ministerial Approval and subject to: Clause 3.1 and the arrangement to the satisfaction of the Trustees of the payment of any additional contributions which the Trustees determine, after consulting the Actuary and the Principal Employer, to be required, the Trustees shall, if the Principal Employer so requests, augment any pension or other benefit from the Scheme (including a pension in payment) in line with entitlements common to both the Local Government (Superannuation) (Consolidation) Scheme 1998 to 2014 and the contractual commitment, so that it is paid prior to age 60 without actuarial reduction. This Deed may consist of two or more documents in the same form. A document may be executed by one or more of the parties. IN WITNESS OF WHICH the parties have executed this Deed on the date written above. Id I0 PRESENT when the common seal of ERVIA was af?xed to this deed and this deed was delivered: Director Secretary SIGNED and DELIVERED as a deed by MICHAEL A. in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MALACI-IY COLEMAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by JIMMY JORDAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: l0 3 SIGNED and DELIVERED as a deed by EUGENE MURPHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MARTIN MCCARTHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by TOM CONSIDINE in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by GER COWHIG in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: IO SIGNED and DELIVERED as a deed by SEAN CASEY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by LIAM in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by RICHARD in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by EDWINA NYHAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: l0 Dated 2016 ERVIA Principal Employer MICHAEL A. MALACHY COLEMAN JIMMY JORDAN EUGENE MURPHY MARTIN MCCARTHY TOM CONSIDINE GER COWHIG SEAN CASEY LIAM RICHARD EDININA NYHAN DEED OF AMENDMENT OF THE ERVIA SUPERANNUATION SCHEME McCann FitzGerald Solicitors Riverside One Sir John Rogerson?s Qua}r Dublin 2 19358] 3 THIS DEED OF AMENDMENT is made the day of 2016 BETWEEN: (1) (2) ERVIA (formerly known as Bord Gais Eireann) a Statutory Body established by the Gas Act 1976 (as amended) and having its principal office at Webworks, Eglinton Street, Cork (the "Principal Employer"), MICHAEL A. of 3 Clifton Park, Beaumont Avenue, Blackrock, Cork, MALACHY COLEMAN of 38 Silverwood Road, Rathfarnham, Dublin 14, JIMMY JORDAN of 17 St Catherines Park, Glenageary, County Dublin, EUGENE MURPHY of 14 Millgate Drive, Dublin '12, MARTIN MCCARTHY of 351 Sutton Park, Sutton, Dublin 13, TOM CONSIDINE of "Beechdale", Boherboy Road, Lotabeg, Cork, GER COWHIG of 11 The Oaks, Boreenmanna Road, Cork, SEAN CASEY of ?Na Rossa?, Barretts Hill, Ballinhassig, Cork, LIAM of I'Shalom", Curraclough, Lissarda, County Cork RICHARD of Killowen, Enniskeane, County Cork, and EDWINA NYHAN of ?13 Castlerock Avenue, Baneshane, Midleton, County Cork. (the "Trustees"). RECITALS (A) (B) (C) This Deed is supplemental to: a Definitive Trust Deed and Rules dated 23 May 2014 (the First Definitive Deed" and the "First Rules" respectively) whereby the Principal Employer under its former name of Bord Gais Eireann established a retirement benefits scheme known as the Bord Gais Eireann Superannuation Scheme now known as the Ervia Superannuation Scheme (the ?Scheme"); (ii) a Deed of Adherence dated 23 May 2014 by Bord Gais Energy Limited and SWS Natural Resources Holdings Limited; a Deed of Cessation dated 30 June 2014 by Bord Gais Energy Limited and SWS Natural Resources Holdings Limited; (iv) a Second Definitive Trust Deed and Rules dated 27 July 2015 (the "Second Definitive Deed? and the ?Second Rules" respectively) which, with effect on and from 27 July 2015, replaced the First Definitive Deed and the First Rules; a Deed of Adherence dated 27 July 2015 by Gas Networks Ireland; (vi) a Deed of Adherence dated 27 July 2015 by Irish Water,- and (vii) a Deed of Retirement and Appointment of Trustees dated 7 December 2015. The Trustees are the present trustees of the Scheme Pursuant to Clause 22 of the Principal Employer, with the consent of the Trustees, may amend the Second Definitive Deed and the Second Rules subject to the approval of the Revenue Commissioners and the approval of the Minister for the Environment, Community and Local Government with the concurrence of the Minister for Public Expenditure and reform and subject to section 59F of the Pensions Act 1990 (as amended) in respect of which it is noted that the amendment set out in this Deed does not materially alter the balance of members' interests under the Scheme. 3 (D) The Principal Employer and the Trustees wish to amend the Second De?nitive Deed as set out in this Deed. NOW IT IS AGREED that subject to the requirements referred to in recital (C) above, with effect on and from 1 April 2016 the Second Definitive Deed shall be amended by the deletion of Clause 26.2 and the insertion of the following new Clause 26.2: 26.2 Where a Member? 5 benefits exceed the standard fund threshold (or where applicable the personal fund threshold) a chargeable excess arises. In such an event, the Member may be permitted by the Trustees, and shall be permitted if so required by section of the Act, subject always to Clause 3, to commute so much of his benefits as may be necessary to discharge any tax liability arising from that chargeable excess, subject to the following provrsos: (C) Instead of commuting his benefits, a Member may be permitted by the Trustees, and shall be permitted if so required by section of the Act, to elect to surrender at the date the pension becomes payable to him, a portion of pension for a period of payment of the pension and on a basis to be determined by the Trustees, acting on the advice of the Actuary and notified to the Member and subject to the requirements of section 787Q (where applicable). Unless provision has been made to meet the tax liability to the Trustees' satisfaction, in the event that the Member declines to commute his benefits or to make an election in accordance with Clause the Trustees shall apply such of the available options as they in their absolute discretion shall determine and such option shall be deemed to have been selected by the Member. The Trustees and the Employers shall have no duty to advise a Member in relation to a commutation or an election under this Clause 26.2 nor (whether or not they have advised a Member) any liability to the Member in consequence of the Member, or the Trustees, commuting or not commuting the Member's benefits, or making or not making an election under Clause This Deed may consist of two or more documents in the same form. A document may be executed by one or more of the parties. IN WITNESS OF WHICH the parties have executed this Deed on the date written above. .3 l9 PRESENT when the common seal of ERVIA was affixed to this deed and this deed was delivered: Director Secretary SIGNED and DELIVERED as a deed by MICHAEL A. in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by COLEMAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by JIMMY JORDAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: 3 SIGNED and DELIVERED as a deed by EUGENE MURPHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MARTIN MCCARTHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by TOM CONSIDINE in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by GER COWHIG in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: [93581.3 SIGNED and DELIVERED as a deed by SEAN CASEY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by LIAM in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by RICHARD in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by EDMNA NYHAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: l9358 .3 c, Oi?g an Ant Rana? Office of the Secretory General 92/ Juiy2017 q: .3 .9542?? ?29? An Roinn Tithiochta, Pteandla, Pobail agus Riaitais Amati Department of Housing, Planning, Community and Loco! Government c; Mr Robergh?a?h Secretary eneral Department of Public Expenditure and Reform Re: Retirement Terms for Former Managing Director of Irish Water Dear Robert, You will recall that there has been engagement with your Department over the period since 2013 in relation to the superannuation arrangements applying to staff of local authorities and the Department engaged by Irish Water.?_ These arrangements have been re?ected in legislation and the Irish Water De?ned Bene?t Superannuation scheme. While this scheme is now in place and staff have transferred into the scheme, the delay in the establishment of this scheme has given rise to a dif?culty in relation to the retirement terms of the former Managing Director of Irish Water, Dr John Tierney. Dr Tierney moved from his post as Chief Executive Of?cer of Dublin City Council in April 2013 to take up the position in Irish Water and retired as Managing Director of Irish Water in April 2016. Dr Tierney. considers, and Ervia, of his contract (copy at appendix following legal advice accepts that it was intended under the term 1) that. his superannuation arrangements would be the same as would have operated under the Local Government Superannuation Scheme 1998 as amended. Effectively, this means that he would be paid his pension without actuarial reduction and a severance payment of ?100,000 on completion of his contract._ As the Irish Water Superannuation Scheme was not in place until earlier this year, Dr Tierney remained in the Ervia scheme, and the advice . to. Ervia is that to provide the superannuation arrangements which they believe the contract provides, they need to amend the scheme through a deed of amendment (augmentation of bene?t) and the establishment of a speci?c scheme to provide for the severance gratuity. Unlike the arrangements applying to such gratuities in the local government sector this gratuity would be subject to taxation. The bene?ts accruing to Dr Tierney and the impact of the amendments to the scheme are set out below:- Gratuity Severance payment Total ,v ?ttings .- 5. with?? . a 5 2r . invade. (9-ng 5? Section 18 of the Gas Act 1976, as amended, requires Ministerial approval for all new superannuation schemes and amendments to be given by the majority shareholding Minister (Minister for Housing, Planning, Community and Local Government) having consulted with the Minister for Public Expenditure and Reform. The Ervia DB Scheme, as currently drafted, however, requires the consent of the Minister for Communications, Energy and Natural Resources in concurrence with the Minister for Public Expenditure and Reform for any amendment to the Scheme. Consequently, draft deeds and Statutory Instruments have been prepared for approval and amendments have been included in the Deed of Amendment relating to the Standard Fund Threshold, in order to bring the Ervia DB Scheme in line with Section 18 of the Act of 1976 and the de?nition of ?Ministerial Approval? contained in that Act. The schemes will have to be laid before the Houses of the Oireachtas, and can be annulled by resolution of either of the Houses within the 21 sitting days. Subject to this, I would appreciate it if you could confirm that your Minister consents to the two deeds of amendment, attached at Appendix 3 and 4, the first in relation to the early payment of retirement bene?ts and the second relating to the Standard Fund Threshold. I would also ask you to con?rm that your Minister has been consultedon the new Ervia Severance Scheme to be made under section 18 of the Gas Act and attached at Appendix 5. We Will then submit the documents toourMinister- for approval and subsequently-submit the approved deeds of amendment for the consent. of your Minister. Yours sincerelyESQ meag- :2 i; 'j . i1,? i . I. l? 31?, it. 4" a g? An Roirm Tdhfochta. Ptean?laf.- P'obajll agus Ri'altais Af?oil, Teach an Chustaim, san? Ame cram om wsxo Department of Housing, Planning, Community and Local Government, Custom 901 W5X0 Tell/Tel: 353 1388 2399 FaietFax: 353 1 874 0693 CONTRACT OF EMPLOYMENT For MANAGING DIRECTOR OF IRISH WATER Between norm Gius EIREANN and DR. JOHN TIERNEY 1261M . RELEASED . -71, 9 c" QUE - ?3131; DEPARTMENT OF Hausam (r ET) LE Vial? Documem PLANNWG . "fa-"?521'? yier/? 3 Dated 2017 ERVIA Principal Employer MICHAEL A. MALACHY COLEMAN JIMMY JORDAN EUGENE MURPHY MARTIN MCCARTHY TOM CONSIDINE GER COWHIG SEAN CASEY LIAM RICHARD EDWINA NYHAN DEED OF AMENDMENT OF THE ERVIA SUPERANNUATION SCHEME McCamI FitzGerald Solicitors Riverside One Sir John Rogerson?s Quay Dublin 2 THIS DEED OF AMENDMENT is made the day of a, c? usury. 2017 BETWEEN: (1) (2) ERVIA (formerly known as 86rd Gais Eireann) a Statutory Body established by the Gas Act 1976 (as amended) and having its principal office at Webworks, Eglinton Street, Cork (the ?Principal Employer?), MICHAEL A. of 3 Clifton Park, Beaumont Avenue, Blackrock, Cork, MALACHY COLEMAN of 38 Silverwood Road, Rathfarnham, Dublin 14, JIMMY JORDAN of 17 St Catherines Park, Glenageary, County Dublin, EUGENE MURPHY of 14 Millgate Drive, Dublin 12, MARTIN MCCARTHY of 351 Sutton Park, Sutton, Dublin 13, TOM CONSIDINE of "Beechdale", Boherboy Road, Lotabeg, Cork, GER COWHIG of 11 The Oaks, Boreenmanna Road, Cork, SEAN CASEY of a Rossa?, Barrett's Hill, Ballinhassig, Cork, LIAM of "Shalom", Curraclough, Lissarda, County Cork RICHARD of Killowen, Enniskeane, County Cork, and EDWIN A YHAN of 13 Castlerock Avenue, Baneshane, Midleton, County Cork. (the ?Trustees?). RECITALS (A) . (B) (C) . (ii) This Deed is supplemental to: a Definitive Trust Deed and Rules dated 23 May 2014 (the ?First Definitive Deed? and the ?First Rules? respectively) whereby the Principal Employer under its former name of B?rd Gais Eireann established a retirement bene?ts scheme known as the Bord Gais Eireann Superannuation Scheme now known as the Ervia Superannuation Scheme (the ?Scheme?); a Deed of Adherence dated 23 May 2014 by Bord Gais Energy Limited and SWS Natural ResourcesHoldings Limited; a Deed of Cessation dated 30 June 2014 by Bord G?is Energy Limited and SWS Natural Resources Holdings Limited; (iv) a Second De?nitive Trust Deed and Rules dated 27 July 2015 (the ?Second Definitive Deed? and the ?Second Rules" respectively) which,?with effect on and from 27 July 2015, replaced the First Definitive Deed and the First Rules; a Deed of Adherence dated 27 July 2015 by Gas Networks Ireland; a Deed of Adherence dated 27 July 2015 by Irish?Water; and a Deed of Retirement and Appointment of Trustees dated 7 December 2015. . (vi) (vii) The Trustees are the present trustees of the Scheme. Pursuant to [Clause 22 of the Second Definitive Deed, the Principal Employer, with the consent of the Trustees, may amend the Second Definitive Deed- and the SecondRules subject to the approval of the Revenue Commissioners and the approval of the Minister for Housing, Planning, Community and Local Government with the concurrence of the Minister for Public Expenditure and Reform and subject to section 59F of the Pensions Act'1990 (as amended) in respect of which it is noted that the amendment set out in this Deed does not materially alter the balance of members? interests under the SCheme. . A Q. (D) out in this Deed. Cf;- :99th The Principal Employer and the Trustees wish to amend the Second Definitive Deed as set NOW IT IS AGREED that subject to the requirements referred to in recital (C) above: 1. With effect on and from the specified dates: Clause 1.1 in the First Schedule is amended by the deletion of the definition of ?Ministerial Approval? and its replacement with the following definition: With effect on and from 25 November 2015 ?Ministerial Approval? means approval by the majority?shareholding Minister within the meaning of the Gas Act 1976 having consulted with the Minister for Public Expenditure and Reform; Rule 3 of Part 1 in the Second Schedule is amended by the deletion of the definition of ?Minister? and its replacement with the following definition: With effect on and from 25 November 2015 ?Minister? Act 1976; means the majority~shareholding Minister within the meaning of the Gas 2. With effect on and from 1 May 2014 the Second Definitive Deed shall be amended by the deletiOn of Clause 26 and the insertion of the following new Clause 26: 26. Where a Member?s benefits exceed the standard fund threshold (or where applicable the" personal fund threshold) 21 chargeable excess arises. In such an event, the Member may be permitted by the Trustees, and shall be permitted if so required by section of the Act, subject always to Clause 3, to commute so much of his benefits as may be necessary to discharge any tax liability arising from that chargeable excess, subject to the following provisos: (C) Instead of commuting his benefits, a Member may be permitted by the TruStees, and shall be permitted if so required by section of the Act, to elect to surrender at- the date the pension becomes payable to him, a portion of pension for a period of payment of the pension, and on a basis? to be determined by the Trustees, acting on the advice of the Actuary and notified to the Member and subject to the requirements of section 787Q (Where applicable). Unless provision has been made to meet the tax liability to the Trustees? satisfaction, in the event that the Member declines to commute his benefits or to make an election in accordance with, Clause 26(a), the Trustees shall apply such of the available options as . they in their absolute discretion shall determine and such Option shall be deemed to have been selected by the Member. The Trustees and the Employers shall have no duty to advise a Member in relation to a commutation or an election under this Clause 26 nor (whether or not they have advised a Member) any liability to the Member in consequence of the Member, or the Wang? ?vm-?uih .31 i . .. a. t. Trustees, commuting or not commuting the Member?s benefits, or making or not making an election under Clause 26(3). This Deed may consist of two or more documents in the same form. A document may be executed by one or more of the parties. IN WITNESS OF WHICH the parties have executed this Deed on the date written above. 193581.10 3 - .y-e 1? PRESENT when the common seal of ERVIA was affixed to this deed and this deed was delivered: Director Secretary SIGNED and DELIVERED ae a deed by MICHAEL A. in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MALACHY COLEMAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by JIMMY JORDAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: A: m. SIGNED and DELIVERED as a deed by EUGENE MURPHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MARTIN MCCARTHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by TOM CONSIDINE in the presence of: Signature of Wimess: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by GER COWHIG in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: .. - ?its-5:. .31. 552.9%. sixth 0? mini-s; SIGNED and DELIVERED as a deed by SEAN CASEY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by LIAM in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by RICHARD in the presence of: Signature of Witness: Name of Witness: I Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by EDWINA NY HAN in the presence of: . "Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: d: gag-re. cg; m?i?ik egg-goalk- The Minister for Housing, Planning, Community and Local Government with the concurrence of the Minister for Public Expenditure and Reform approves the foregoing amendments to the Scheme Given under my Official Seal, this day of 2017 The Minister for Public Expenditure and Reform hereby concurs with the foregoing amendments to the Scheme Given under my Official Seal, this day of 2017 193581.10 Dated 201 7 ERVI A Principal Employer MICHAEL A. MALACHY COLEMAN JIMMY JORDAN EUGENE MURPHY MARTIN MCCARTHY TOM CONSIDINE GER COWHIG SEAN CASEY LIAM RICHARD EDWINA NYHAN DEED OF AMENDMENT OF THE ERVIA SUPERAN SCHEME McCann FitzGeraId Solicitors Riverside One Sir John Rogerson?s Quay Dublin 2 l6 a; 1-932??- 43: $753367 39.25:. THIS DEED OF AMENDMENT is made the day of 2017 BETWEEN: (1) ERVIA (formerly known as Bord Gais Eireann) a Statutory Body established by the Gas Act 1976 (as amended) and having its principal office at Webworks, Eglinton Street, Cork (the? Principal Employer? MICHAEL A. of 3 Clifton Park, Beaumont Avenue, Blackrock, Cork, MALACHY COLEMAN of 38 Silverwood Road, Rathfarnham, Dublin 14, JIMMY JORDAN 0f17 St Catherines Park, Glenageary, County Dublin, EUGENE MURPHY of 14 Millgate Drive, Dublin 12, MARTIN MCCARTHY of 351 Sutton Park, Sutton, Dublin 13, TOM CON SIDIN of "Beechdale", Boherboy Road, Lotabeg, Cork, GER COWHIG of 11 The Oaks, Boreenmanna Road, Cork, SEAN CASEY of 'Na Rossa?, Barretts Hill, Ballinhassig, Cork, LIAM of "Shalom", Curraclough, Lissarda, County Cork RICHARD of Killowen, Enniskeane, County Cork, and EDWIN A NYHAN of 13 Castlerock Avenue, Baneshane, Midleton, County Cork. (the ?Trustees?) (2) RECITALS (A) This Deed is supplemental to: a Definitive Trust Deed and Rules dated 23 May 2014 (the ?First Definitive Deed? and the ?First Rules? respectively) whereby the Principal Employer under its former name of Bord Gais Eireann established a retirement benefits scheme known as the Bord Gais Eireann Superannuation Scheme now known as the Ervia Superannuation Scheme (the ?Scheme?); - a Deed of Adherence dated 23 May 2014 by Bord Gais Energy Limited and SWS Natural Resources Holdings Limited; a Deed of Cessation dated 30 June 2014 by Bord Gais Energy Limited and SWS Natural Resources Holdings Limited; (iv) a Second Definitive Trust Deed and Rules dated 27 July 2015 (the ?Second Definitive Deed? and the ?Second Rules? respectively) which, with effect on and from 27 July 2015, replaced the First Definitive Deed and the First Rules; a Deed of Adherence dated 27 July 2015 by Gas Networks Ireland; a Deed of Adherence dated 27 July 2015 by Irish Water; (ii) (V) (Vi) (vii) a Deed of Retirement and Appointment of Trustees dated 7 December 2015, and a Deed of Amendment dated as of the date of this Deed but executed prior to this . 'Deed. (B) The Trustees are the present trustees of the Scheme. (C) Pursuant to Clause 22 of the Second Definitive Deed, the Principal Employer, with the consent of the Trustees, may amend the Second Definitive Deed and the Second Rules subject to the approval of the Revenue Commissioners and the approval of the Minister for Housing, Planning, Community and Local Government having consulted with the Minister for Public Expenditure and reform and subject to section 59F of the Pensions Act 1990 (as amended) 1n 4-35 agate- $955.11:- respect of which it is noted that the amendment set out in this Deed does not materially alter the balance of members? interests under the Scheme. (D) The Principal Employer and the Trustees wish to amend the Second Definitive Deed as set out in this Deed. NOW IT IS AGREED that subject to the requirements referred to in recital (C) above, with effect on and from 1 April 2016 the Second Definitive Deed shall be amended by the insertion of a new Clause 27 as follows: 27. Augmentation of benefits In accordance with a contractual commitment personal to John Tierney from the Employers which has received Ministerial Approval and subject to: Clause 3.1; and the arrangement to the satisfaction of the Trustees of the payment of any additional contributions which the Trustees determine, after consulting the Actuary and the Principal Employer, to be required; the Trustees shall, if the Principal Employer so requests, augment any pension or other benefit from the Scheme (including a pension in payment) in line with entitlements common to both the Local Government (Superannuation) (Consolidation) Scheme 1998 to 2014 and the contractual commitment, so that it is paid prior to age 60 without actuarial reduction. This Deed may consist of two or more documents in the same form. A document may be executed by one or more of the parties. IN WITNESS .OF WHICH the parties have executed this Deed on the date written above. on ?.g?zzi?ea . v, ma?a-n7 PRESENT when the common seal of ERVIA was affixed to this deed and this deed was delivered: SIGNED and DELIVERED as a deed by MICHAEL A. in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of 'Witness: SIGNED and DELIVERED as a deed by MALACHY COLEMAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by JIMMY JORDAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: Director Secretary SIGNED and DELIVERED as a deed by EUGENE MURPHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MARTIN MCCARTHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by TOM CONSIDINE in the presence of: Signatureof Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by GER. COWHIG in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: I6 o; SIGNED and DELIVERED as a deed by SEAN CASEY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by LIAM in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by RICHARD in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by EDVVINA NY HAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: l6 c3521?? .3, 955453;}? The Minister for Housing, Planning, Community and Local Government with the concurrence of the Minister for Public Expenditure and Reform approves the foregoing amendments to the Scheme Given under my Official Seal, this day of 2017 The Minister for Public Expenditure and Reform hereby concurs with the foregoing amendment to the Scheme Given under my Official Seal, this day of 2017 6 . I 6 232802495 viz-14? . c: .Mx?c- STATUTORY INSTRUMENTS. 5.1. No. of 2017 THE ERVIA SEVERANCE GRATUITY SCHEME 2017 {3'54ch 3? c, Ervia Severance Gratuity Scheme 2017 In exercise of the powers conferred on Ervia by section 18 of the Gas Act 1976 (No. 30 of 1976) (as amended), with the approval of the Minister for Housing, Planning, Community and Local Government having consulted with the Minister for Public Expenditure and Reform, Ervia hereby makes the following Scheme. 1. SHORT TITLE This Scheme may be cited as the Ervia Severance Gratuity Scheme 2017. 2. COMMENCEMEN-T The Scheme will commence on 29 April 2013. 3. MEMBERSHIP Membership of this Scheme shall not apply to any person other than Dr John Tierney. 4. SEVERAN CE GRATUITY In accordance with a contractual commitment personal to John Tierney given by Ervia on 29 April 2013 which re?ects a continuation of his entitlement to a severance gratuity which would have applied had he remained a Local Authority Chief Executive and which received the prior approval of the Minister for?the Environment, Community and Local Government and the Minister for Public Expenditure and Reform, andin line with entitlements common to both the Local Government (Superannuation) (Consolidation) Scheme 1998 to 2014 and the - contractual commitment, Dr John Tierney shall be eligible to receive a severance gratuity of ?100,000. The severance gratuity shall be paid on his retirement from Ervia. Present when the common seal of Ervia . was affixed to this Scheme and this Scheme was delivered: Director Director Secretary The Minister for Housing, Planning Community and Local Government, having consulted with the Minister for Public Expenditure and Reform, approves the foregoing Scheme: Given under my of?cial seal this day of 2017. Minister for Housing, Planning, Community and Local Government cm 29525:: 0 3.255225% EXPLANATORY NOTE This Scheme allows for the provision of a severance gratuity to Mr John Tierney in line with entitlements common to both the Local Government (Superannuation) (Consolidation) Scheme 1998 to 2014 and a personal contractual commitment. 0' Dame Mason . From: Liam ORiordan Sent: 04 July 2016 14:08 To: Shirley Groarke - (DECLG) Cc: Paul Dunne - Deirdre Mason - Emma Reeves - (DECLG) Subject: Ervia Application for consent for the establishment of a scheme under Section 18 of the Gas Act 1976 (no. 30 of 1976)(as amended) Attachments: Ervia DBS- Ministerial consnet request re S. 18 Schemepdf; Ervia DBS draft form of consent re S. 18 Schemedocx; Ervia 5.18 Scheme for severance gratuityDOCX Shirley, Attached please ?nd consent request application together with a draft form of consent in relation to the proposal for the establishment by Ervia of a scheme under Section 18 of the Gas Act 1976 (no. 30 of 1976)(as amended) A draft of the scheme is also attached for consideration. A copy of the attached will also be sent to the Department of Public Expenditure Reform and to Kind regards Liam Liam O?Riordan Company Secretary envia Webworks. Egiinton Street. Cork, Ireland +353 21 453 4394 +353 87 4181845 ie UTILITIES INFRASTRUCTURE SERVICES The information transmitted is intended only for the person or entity to which it is addressed and may contain con?dential, commercially sensitive and/or privileged material. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited and may be unlawful. Ervia accepts no liability for actions or effects based on the prohibited usage of this information. Ervia is neither Ila ble for the proper and complete transmission of the information contained in this communication nor for any delay in its receipt. If you received this in errory please contact the sender and delete the material from any computer. E-mall may be susceptible to data corruption, interception and unauthorized amendment. Ervia accepts no responsibility for changes to or interception of this e-mail after it was sent or for any damage to the recipient?s systems or data caused by this message or its attachments. Please also note that messages to or from Ervia may be monitored to ensure compliance with Ervia?s policies and standards and to protect our business. Ervia (formerly Bord Gais Eireann) is a body corporate established under the Gas Act 1976. Thank you for your attention. ls don t? no an t-eintiteas chulg a seoltar an fhaisne?is ata an fhaisn?ls seo beartaithe agus d?fh?adfadh abhar faoi run, at?! logair 6 thaobh trachtala agus/no faoi phribl?id a bheith mar chuld de. Ta cosc ar dhuine ar bith no ar eintiteas ar bith seachas an t? chuig a raibh si beartaithe, an fhaisn?is sea a a athsheoladh. a scalpeadh no aon Usaid a bhaint aisti, no gniomh a ghlacadh bu naithe uirthi 1 eRvia Attention: Shirley Groarke, Department of the Environment, Community and Local Government Custom House Dublin 1 July 2016 Ervia - Application for consent to establish the Ervia Severance Gratuity Scheme 201 6 Dear Sir/Madam 1. Summary 1.1 In exercise of the powers conferred on Ervia by section 18 of the Gas Act 1976 (No. 30 of 1976) (as amended) (the ?Gas Act"), Ervia wishes to establish the Ervia Severance Gratuity Scheme 2016 in order to pay a severance gratuity of ?100,000 to John Tierney. 2. Ministerial Approval for the Ervia Severance Gratuity Scheme 2016 2.1 Ministerial approval is required for the establishment of a scheme under section 18 of the Gas Act. 2.2 Accordingly, Ervia has prepared and submits to the Minister the Ervia Severance Gratuity Scheme 2016 and hereby applies for the approval by the Minster with the concurrence of the Minister for Public Expenditure and Reform (?Ministerial Approval") for the establishment of the Ervia Severance Gratuity Scheme 2016 in accordance with section 18 of the Gas Act. This was approved by the Ervia Board on 28?.1 June 2016 subject to Ministerial approval. A draft form of the consent is enclosed as Annex A and a draft of the scheme is attached as Annex Liam O'Riordan Company Secretary Ervia Cc: Minister for Public Expenditure and Reform UTILITIES I INFRASTRUCTURE I SERVICES BoscaO 900 Webworks Sra?d Eglinlon Corcalgh PO Box 900 Webworks. Egimion Street Cork Ireland 1-353 21 423 9000 1 ervra ie Annex A Form of Consent (0n headed notepaper of the Department of the Environment, Community and Local Government] The Company Secretary Ervia 3rd Floor Webworks Eglinton Street Cork Request for consent by Ervia under section 18 ofth< Gas Act 1976 (as amen ~e51 to establish the Ervia Severance Gratuity Scheme 2016 Attention: Liam 0? Riordan Company \2 I refer to your letter dated 4 July 016 app ngfo econsent the Minister for the Environment Community and Local Government (the iste?L I'Ic?jcg?seiniorty?iB 8 of the Gas Act 1976 (as amended) to establish the Ervia everance \Gra raui ty tScheme 2016. I am directed to convey rebyl?he cansent of'th hMin er given yith the concurrence of the Minister for Public Exp'en $.11 and Re orm in acco ance with the terms of section 18 of the Gas Act 1976 (as amended), to ablish Ervia Severa ce \Gratuity Scheme 2016. 5 Yours faithfu Department of the Environment, mmunity and Local Government Annex Ervia Severance Gratuity Scheme 2016 In exercise of the powers conferred on Ervia by section 18 of the Gas Act 1976 (No. 30 of 1976) (as amended), Ervia hereby makes the following Scheme. 1. SHORT TITLE This Scheme may be cited as the Ervia Severance Gratuity Scheme 2016. 2. COMMENCEMENT The Scheme will commence on 29 April 2013. 3. MEMBERSHIP Membership of this Scheme shall not apply to any person other than Dr John Tierney. 4. SEVERANCE GRATUITY In accordance with a contractual commitment personal to Dr John Tierney from Ervia which received the approval of the Minister for the Environment, Community and Local Government and the Minister for Public Expenditure and Reform, and in line with entitlements common to both the Local Government (Superannuation) (Consolidation) Scheme 1998 to 2014 and the contractual commitment, Dr John Tierney shall be eligible to receive a severance gratuity of ?100,000. The severance gratuity shall be paid on his retirement from Ervia. Present when the common seal of Ervia was affixed to this Scheme and this Scheme was delivered: Director Director/ Secretary The Minister for the Environment, Community and Local Government, with the concurrence of the Minister for Public Expenditure and Reform, approves the foregoing Scheme: Given under my official seal this day of 2016. Simon Coveney, T.D. Minister for the Environment, Community and Local Government The Minister for Public Expenditure and Reform, hereby concurs in the making of the foregoing Scheme: Given under my official seal this day of 2016. Paschal Donohoe, T.D. Minister for Public Expenditure and Reform Martin Conneely Colin Menton From: Sent: 06 September 2017 16:41 To: Peter Brazel; Martin Conneely Subject: FW: CONFIDENTIAL Attachments: Speaking Note for the Taoiseach.docx; From: Paul Dunne Sent: 06 September 2017 15:39 To: Colin Menton . Subject: CONFIDENTIAL Colin This might not cause any issue but just in case. Can you confidential? Regards Mr. Paul Dunne Principal Of?cer Local Government HR Department of Housing, Planning and Local Government Newtown Road Wexford Y35 AP90 Phone (+353153 9117-49-2 Mob (+353) (0)86 8046356? Website as?aas asaa as: assaasa asaa ?sasasassasaa Speaking Note for the Taoiseach Annual Report of Ervia and Financial Statements of lrish Water for the year ended 31 December 2016 The Government at its meeting on 6 September noted the 2016 Annual Report of Ervia and the Financial Statements of lrish Water, in advance of their presentation to the Houses of the Oireachtas as required under statute. Capital expenditure by lrish Water of ?459m in 2016 was funded by a combination of external facilities and shareholder capital contributions. Irish Water's operating costs in 2016 was ?777m. The Financial Statements of Irish Water reflect the amount required by Irish Water's to discharge its pension liability with respect to its former Managing Director, John Tierney. In accordance with normal practice, the employee's last public sector employer has the responsibility of initially paying the pension in respect of the entirety of the employee's public sector service. The pension payable to Mr Tierney is the amount in respect of his full public sector employment including his previous employment with Dublin City Council. Mr Tierney took up the position with Irish Water on the basis that the transition would be seamless in terms of public sector employment and'that his terms and Conditions would be no less favourable, including pension terms as set out in the Local Government Superannuation Scheme (LGSS) 1998, as amended. The termination benefits relate to Mr Tierney and are binding contractual entitlements inherited from his previous employment with Dublin City Council. As outlined in the Financial Statements, these comprise a severance benefit (?100,000) payable to Mr Tierney and a payment (?473,000) due to the Ervia Defined Benefit Scheme to cover post~retirement pension entitlements, both arising from the terms of his Dublin City Council employment arrangements. The amounts of normal public sector lump sum/gratuity and annual pension entitlements are a matter between the individual and his former public sector employer. ,h - ?t I r?evenue approval note that the intention is to seek Revenue approvai for the amendments to the Ervia Superannuation Scheme on the basis that it is an exempt approved scheme, but not seek Revenue approval for the severance gratuity scheme on the basis that it is a statutory scheme. in Liam O'Riordan's email of 19 July he advised that "any scheme made under section 18 will be a statutory scheme. Recent correspondence with the Department so clari?es." 1. Could we obtain a copy of the mentioned correspondence? Attached email from Dept (Deirdre Mason) relating to the E55. Our approach to the severance gratuity scheme is set out at part 2 immediately below (in relation to tax we will in fact disclose it to Revenue) and in the response to question 6 below relating to how this scheme is to be characterised. 2. Given the KPMG tax advice which describes the severance scheme as a "statutory pension scheme" and the fact that Revenue considers the total pension bene?ts from one employment (even if paid from multiple schemes) 1 think Revenue should be provided with the severance scheme as background info when considering the pension scheme amendments. Would Ervia agree to do this? From a tax perspective, Ervia does not see a necessity to give Revenue details of the severance . scheme as it operates separately from the E55 which we are seeking approval to amend. We don?t believe Revenue would have any dif?culties with the severance scheme because it is replicating. existing statutory arrangements enjoyed by other public servants and its value will be taxed under the SFT rules. We have no dif?culty in disclosing this scheme to Revenue if that is considered appropriate. Transfer of service We need better clarity on the transfer of service from Dublin City Council, in particular when the transfer will happen and what has been agreed in writing. also note that in Liam O'Riordan's email of 28 July he advised that: "Dr Tierney joined Bord Gais Eireann in 2013 and DCC noti?ed us that he was coming across on a Section 16C basis. Last year we raised a query with DECLG on the change of name from Bord Gais Eireann to Ervia and what was required when there was a name change of a Company. DECLG advised that they needed to clarify the approach on this with DPER and we are awaiting an update on this." 1. Can we con?rm whether any actions are required arising from the change of name rom Bord Gais Eireann to Ervia? The application for phrticipation on the LGTN will require approval at Assistant Secretary level in the Department. The relevant nu Assmam Seceeiarv l; on haglidegg uniil ?22; August :36 a?eef?at dates 1 . I Could we obtain a ggpy. 9? any written ggrrespendenee {from bel?i? fCit?y "Cogngif ?vo? andlor Dr Tiemey) that; confirm-?fty the transfer will take rplejge 911 ~Lhe-Sectieg user":- bgsis. Attached letter item New Payne of Dix,- regardi?g the basis; 239p goh?. ?1th Tlerney?e pengipn benefit; Egansfer, . A h-?v?o?w . . .. ., - Zth}gvgunk? hum 1m; he; The actuarial cost to Ewia of paying unreduced benefits at age 57 from the Ervia DB scheme is $473,000 . ?444,909 Is the cost of? waiving the eariy ??remen-t factors aha: app?9y the 03 scheme. ?29,000 Is cost: of not receiving age 60. The cost, has had regard $0 the assumptions underiylng the most {ecent formal eciuaria?.? valua?on, updated to re?ect current market conditions, as we}? as the Impac?i on the funding standard posltlon. . - .. . .0 513:5?; ., <1 Irish Water Statements 83 at 3?3 Dammber 2076 manc ?5 . . ??rst i its r. "mm; . was,? 2 5203,63? if?? wiz?d?n?zfza?s {ifit?ziizt??ttak 3'11}? fem, '7 n" f, 2 . aver? . :2 Heratri; irritate imitating ?raster mm aazizsmi r22: ,gj?r?gg?iz 5 we?; Former Managing Director Managing Director's basic salary (57) Pension contributions made on behalf of the Managing Director (11) (28) Termination benefits (100) Termination benefits - defined bene?t pension contributions (473) - Other benefits, including cost of company car and health insurance (4) (20) Total (555) (248) bene?ts relate to the former Managing Director and are binding contractual entitlements inherited from his previous employment with Dublin City Council. They comprise a severance bene?t payable to the former Managing Director and a payment due to the Ervia De?ned Bene?t Scheme to cover post-retirement pension entitlements, both arising from the terms of his Dublin City Council employment arrangements. E2, @ayrcii Costs 2t}? 6 a ?908 ?305} Wages and salaries (35,951) (30,896) Social insurance costs (3,883) (3,380) Pension costs (2,515) (1,703) (42,349) (35,979) Capitalised payroll 6,589 6,307 Payroll costs charged to the income statement (35,760) (29,672) The average number of employees employed by the Company was 592 for 2016 (2015: 495). 533, its}; ?anagemeat Compensation zeta eats was was (1,019) (1.041) Short-term employee benefits* Post employment benefits* (17-3) (129) Termination benefits - severance? (100) Termination benefits - other? (473) Total (1,720) (1,170) post-employment bene?ts represent an apportionment of *Short?term employee bene?ts and the Ervia CEO and his direct reports, based on the compensation payable to the Ervia Board services provided. **Termination bene?ts relate to the former Managing Director and are binding contractual entitlements inherited from his previous employment with Dublin City Council. They comprise a severance bene?t payable to the former Managing Director and a payment due to the Ervia De?ned Bene?t Scheme to cover post-retirement pension entitlements, both arising from the terms of his Dublin City Council employment arrangements. 43 ?0 1 Si we TWELVE Former Irish Water director got ?570,000 retirement package Firm?s pro?ts increased threefold to ?54m according to report by parent company Ervia photograph: Cyril Byroeffhe irish ?times Former Irish Water managing director John Tierney was paid a total of?655,000 by the company last year in salary, severance and pension. contributions. The ?gure has been disclosed. as part of the annual report for 20.16 by Irish Water?s parent company, Ervia. Mr Tierney was paid 635 73,000 when he retired in April 2016, made up ofa ?100,000 severance pay?off and an additional ?473,000 in payments to the Ervia de?ned bene?t pension. scheme. He earned ?67,000 in salary last year in the months up to his retirement. The former Dublin City manager, who worked. in local. government for 36 years before joining Irish Water, was paid a ?200,000 annual salary when he was appointed by minister for the environment Phil Hogan in January 2013 on a three~year contract. At the time of his retirement, Irish Water said that Mr Tierney would have been entitled to a similar package upon. retirement from the local authority. Water penalties to be decided by energy regulator Water supplies serving 700,000 at risk from contamination 0 6 How will the water charge refunds work? Irish Water stated that Mr Tierney ?carried his full service to his new employer and. in line with Government guidelines regarding the transfer of staff from local authorities to irish Water, his retirement arrangements are exactly the same terms that would have applied had he retired as Dublin City manager." The report discloses that Irish Water?s pro?t after tax. increased threefold to ?54 million in 2016 compared with ?17 million in 2015. However, its revenues from domestic water charges were less than a tenth of the previous year, ?22 million compared with ?23.25 million in 2015. Domestic charges were suspended by the Government in March of that year pending a review and have now been abolished completely. As a result, the Government subvention to Irish Water rose from ?399 million in 2015 to more than ?650 million last year, with the company making increased provision for impairment. ?The suspension of water charges has had a direct impact on the domestic water collection. The company has recognised an additional impairment allowance in respect of domestic revenue,? the report said. The report notes its funding strategy remains reliant on short?term commercial funding and Government support. Water quality It saidlrish Water had made significant progress on improving water quality. In 2016?, 37 water supplies were removed from the Environmental Protection Agency?s ?Remedial Action List? while the number of households subject to boiled water notices fell from 8,970 to 5,511. Ervia also operates Gas Networks Ireland. Its annual statement disclosed that revenue had increased by 5 per cent to 6?1 .4 billion, While pro?t before tax increased by a third to ?203 million. New network investment- included the completion of the 46km gas main extension to Wexford town and the start of work on a 50km gas pipeline linking Ireland and Scotland. ?Thanks to the development of the Corrib [gas ?eld], ongoing investment in infrastructure and the imminent arrival of renewable gas on the network, Ireland?s gas supply has never been more secure. ?There are over 680,000 natural gas customers in Ireland with natural gas now available in 20 counties,? Ervia said in its statement. 00155-17: Retirement Terms for Former Managing Director of Irish Water Ll?) To: Minister Author: Deirdre Mason Status: For Review by Minister Owner: eSub Minister Office Purpose: For Decision Reviewers: Maria Graham Division/Of?ce: Local Government and Community Services Decision By: Action Required The Minister is asked to approve the approach reccommended for discharging Ervia's liability in the matter of retirement bene?ts due to the former Managing Director of Irish Water. Executive Summary of retirement bene?ts due to the former Managing Director of Irish Water. Following receipt of legal advice from the Of?ce of the Attorney General it is recommended that the Minister approves the following approach in this matter: - Two Deeds of Amendment to the Ervia De?ned Bene?t Superannuation Scheme to be submitted for the approval of the Minister in concurrence with the Minister for Public Expenditure and. Reform, attached for information at Appendix 1 and 2; and - a new Severance Scheme (S.I. Ervia Severance Gratuity Scheme 2017) to be submitted for the approval of the Minister in consultation with the Minister for Public Expenditure and Reform, attached for information at Appendix 3. The Minister is requested to approve the recommended approach for discharging Ervia's liability in the matter . Comments - (05/07/2017 23:13:08) John McCarthy: Minister. For discussion at our scheduled brie?ng session next Monday. .IMC Detailed. Information 1. Background tps: fhousing cloud.gox.ie apps eSubmissions layouts IS eSubmissions 05 01 2018 1.1 Summary: Pension Entitlements of Mr. John Tierney Mr John Tierney retired as Managing Director of Irish Water (1W) in April 2016 hile a member of the Ervia De?ned Bene?t (DB) Superannuation Scheme. Mr Tierney moved from his position as ChiefExecutive of Dublin City Council to the post in 1W in April 2013 on a 3 year contract (with an option to extend by a further 2 years.) Mr Tierney took up the position with lW on the basis that the transition would be seamless in terms of public sector employment and that his terms and conditions would be no less favourable, including pension terms as set out in the Local Government Superannuation Scheme (L088) 1998, as amended. His contract which sets out the speci?c terms of his employment is attached at Appendix 4. 1.2 Statutory Protection for Pension Rights It was intended that Mr Tierney would be covered by the Irish Water De?ned Benefit Scheme when established. This Scheme would have afforded him the protection of his previous entitlements under the LGSS. However, this scheme was not in place on his retirement and so he retired as a member of the Ervia DB Superannuation Scheme. Mr. Robert Watt, Secretary General of the Department of Public Expenditure and Reform issued a letter to this Department in July 2013 stating that legislation was being drafted on the basis that superannuation bene?ts would be subject to terms and conditions that are not less favourable to the terms and conditions applied immediately prior to transfer or recruitment to the company, for those previously employed in a Local Authority or this Department. The protection of pension rights for employees who previously worked in Local Authorities was subsequently set out in legislation under 828(7)(a) of theWater Services (No.2) Act 2013 which states that: (7) Subject to section 30 and save in accordance with a collective agreement negotiated with a recognised trade union or sta?'association and approved by the Minister with the consent of the Minister for Public Expenditure and RB?me, a scheme under this section shall, as respects a person referred to in subsection (1). provide ?n the granting to or in respect of him or her of superannuation benefits upon and subject to such terms and conditions as are not less favourable and not more favourable to him or her than the terms and conditions in relation to the grant of such benefits that would have applied to hint or her had he or she continued to be an o?icer of the Minister or a member of the stafj'ofthe local authority concerned. The Water Services Act 2014 provides further protection of pension rights for employees of Ervia who were appointed from a Local Authority prior to the incorporation of but ho subsequently transferred to lW. Section 9(3) states that: 3) Section 28 of the No 2 Act of20l3 is amended by inserting a?er subsection (9) the ?illowing.? For the purposes of this section, an appointment under section 2 7 includes an appointment Ervia prior to the formation and registration Qflrish Water under the Companies Acts of persons who were members tps: housingcloudgovie apps/eSubmissions layouts lS/eSubmissions 05 0] 2018 of tlie stcy?fofo local authority immediately before cmpointment and commenced employment with Irish Water immediately on ceasing employment with Ervia. It'would have been the intention, when this legislation as passed in the Oireachtas, that these terms would have applied to Mr. Tiemey. 1.3 Contractual Commitment Mr Tierney's contract with Ervia was signed on 29 April 2013 following approval of the contract by the Minister for Public Expenditure and Reform and the Minister for the Environment, Community and Local Government. The Minister for Communications, Energy and Natural Resources was also informed of the contents of the contract given his role in the governance of Ervia. Mr. Tierney retired at age 57 which is before the minimum age of 60 allowed under the Ervia DB Superannuation Scheme. His contract provides that Section 6.1 of Mr Tierney's contract with Ervia (BGE at that time) also provides for a severance payment of 6 months on retirement, at the discretion of the Company. The Ervia DB Superannuation Scheme does not allow for such a payment. Ervia sought legal advice 2. Request for Ministerial Approval for the approach to the proposed amendments to the Ervia DB Scheme Ministerial approx al is required for the amendment of any of the provisions of the Ervia DB Superannuation Scheme under section 18(3) of the Gas Act 1976 (as amended). Accordingly, hrvia has prepared and submitted to the Minister two deeds of Amendment in respect of the Scheme and applies for the approxal by the Minister, with the concurrence of the Minister for Public layouts. 15 05 01 2018 Expenditure and Reform, for the amendment of the Scheme in accordance with section 18(3) of the Gas Act 1976. These draft amendments were approved by the Ervia Board on the 28th June 2016 subject to Ministerial approval. The Revenue Commissioners have also given approval in principle to the Deeds of Amendment. These amendments will allow for the early payment at a non-actuarially reduced rate of Mr. Tierney's pension entitlements. 2.1 Deed of Amendment: Standard Fund Threshold An amendment is required to be made to the Ervia Second De?nitive Trust Deed and Rules dated 27 July 2015 by the insertion of a clause allowing Ervia DB Superannuation Scheme members whose bene?ts are in excess of the standard fund threshold (SFT) or personal fund threshold under the Taxes Consolidation Act 1997 (as amended) to exchange pension over a period agreed with the Trustees of the Scheme. This is an alternative to the existing option to commute a portion of pension over the member's life. Where a member fails to choose between the options available for discharging the tax liability the trustees of the scheme shall apply u. hichever option they determine, in their absolute discretion. The draft Deed of Amendment for the SFT tax payment also includes an amendment to the De?nitive Trust Deed and Rules in relation to the definition of "Ministerial Approval" and "Minister" in those documents. Section 18 of the Gas Act 1976, as amended by the Section 38 of the Gas Regulation Act 2013, requires that Ministerial approval for all new superannuation schemes and amendments be given by the Majority Shareholding Minister having consulted with the Minister for Public Expenditure and Reform, previously this approval was to be given in concurrence with the Minister for Public Expenditure and Reform. The De?nitive Trust Deed and Rules for the Ervia DB Superannuation Scheme define Ministerial approval as 'approval by the Minister for Communications, Energy and Natural Resources with the concurrence of the Minister for Public EXpenditure and Refonn.? This now requires amendment to bring it in line with the amended 1976 Act and reflect the change in Ministerial responsibility for Ervia Governance. Following this amendment, only the Majority Shareholding Minister will be required to sign any future Deed of Amendment, having consulted with the Minister for Public Expenditure and Reform. This Deed will apply to all members of the Scheme. The second Deed of Amendment regarding the augmentation of bene?ts, is Speci?c to John Tierney and therefore, there are two separate Deeds of Amendment. 2.2 Deed of Amendment: Augmentation of Bene?ts Under the LGSS, Mr. Tierney would have been entitled to retire prior to the minimum retirement age (60 in his case) with no actuarial reduction of his pension and lump sum. In order to pay Mr. Tierney on this basis under 05 012018 the Ervia DB Superannuation Scheme, an augmentation of his bene?ts must be made under the Scheme and an amendment must be made to the Ervia Second De?nitive Trust Deed and Rules by the insertion of an Augmentation of Bene?ts clause. 3. Application for consent to establish the Ervia Severance Gratuity Scheme 2017 In exercise of the powers conferred on Ervia by Section 18 of the Gas Act 1976 (No. 30 of 1976) (as amended), Ervia wishes to establish the Ervia Severance Gratuity Scheme 2017 in order to pay a severance gratuity of ?100,000 to John Tierney. Ministerial approval is required for the establishment of a scheme under section 18(2) of the Gas Act. Accordingly, Ervia has prepared and submitted to the Minister the draft Ervia Severance Gratuity Scheme 2017 and applies for the approval by the Minister, having consulted with the Minister for Public Expenditure and Reform, for the establishment of the Scheme in accordance with section 18 of the Gas Act. This Scheme was approved by the Ervia Board on 28th June 2016 subject to Ministerial approval. This severance gratuity is in line with a payment that would have been due to Mr Tierney if he had retired from service while a member of the LGSS as set out in Article 78 of that Scheme. In addition, section 6.1 of Mr Tierney's contract with Ervia provides for a severance payment of 6 months on retirement, at the discretion of the Company. The Ervia Defined Benefit Superannuation Scheme, which is an exempt approved scheme under Section 774 of the Taxes Consolidation Act 1997, does not allow for such a payment and any such payment would breach the maximum retirement bene?ts allowable under Revenue rules as set out in the Taxes Consolidation Act 1997. We understand from Revenue that an occupational pension scheme which is an exempt approved scheme must provide bene?ts on retirement or death within certain limits imposed by the Revenue Commissioners. There is a limit on the aggregated total of bene?ts payable to an individual at normal retirement age under all OCCUpational pension schemes relating to a single employment. Where exempt approval in respect of a particular scheme is granted under section 774 Taxes Consolidation Act 1997 it is granted on the basis that the scheme complies with the conditions of approval as speci?ed in section 772 Taxes Consolidation Act 1997. Therefore the scheme cannot include an), additional payment that is not provided in section 772 Taxes Consolidation Act 1997, even though it may be specified in the superannuation clause in a member's contract of employment, or otherwise. It follows that the Severance Gratuity Scheme will need to be a separate non- occupational pension scheme. Ervia sought leal advice :ps: ?/housing.cloud.gov.ie "appsfeSubmissions.-? 05 "01.2018 Revenue approval is not required for a Statutory Scheme, however, they are aware of this Scheme and Ervia have stated that they will provide the details of the Scheme to Revenue. 4. Report As is the normal procedure, these consent requests were sent to for advice. Nevs ERA have provided two separate reports, attached at Appendix 5 and 6. 5. Advice of the of?ce of the Attorney General 6. Bene?t amounts Enia state that they are obliged to pay out full bene?ts (non-reduced) at age 57 and as Dublin City Council can only pay bene?ts from their scheme at age 60 the following benefits are payable to Mr. Tierney from the Enia DB Superannuation Scheme at age 57. tps; {housingcloudgovie apps'eSubmissionsT layouts 050152018 Ervia . Benefits at age 57 Pension .Gratuity Severance payment ?100,000 - 7 The actuarial cost to Ervia of paying unreduced bene?ts at age 57 from the Ervia DB Scheme is ?473,000 as re?ected in Ervia's draft Financial Statements for 2016. 7. Next Steps it is recommended that, in light of the legal advice received, the Minister should approve the approach of submitting the two Deeds of Amendment and the draft S.1. Ervia Severance Gratuity Scheme 2017 for formali Ministerial approval and signature. If the Minister approves this approach then the Department of Public Expenditure will be contacted for their views on the draft Deeds of Amendment and also for con?rmation that their Minister has been consulted on the Severance Scheme. The Deeds of Amendment and the draft S.1. Ervia Severance Gratuity Scheme 2017 will then be formally submitted to the Minister for Housing, Planning, Community and Local Government for approval and signature. The Deeds will also require the formal approval and signature of the Minister for Public Expenditure and Reform. The draft Ervia Severance Gratuity Scheme 2017 will not require the Minister for Public .. Expenditure and Reform's signature as he is required only to be consulted on that Scheme and this will have been done. The Deeds can then be formally approved by the Revenue Commissioners and the Trustees of the Ervia DB Superannuation Scheme will be asked to sign the Deeds. All of the documents will at that stage be laid before the Houses of the Oireachtas and the Severance Gratuity Scheme will be published as 3 Statutory Instrument. Ervia can subsequently proceed to make the relevant payments due to Mr. Tierney. Related Submissions There are no related Submissions. tps: fhousingcloudgoy ie apps eSubmissions. layouts 15 eSubmissions Print.aspx??ileg 05/01/2018 User Details Users with access to Submission Read receipt list Deirdre Mason Deirdre Mason Maria Graham - eSub Sec Gen Of?ce . Maria Graham eSub Minister O?ice John McCarthy Aoife O'Shea lain Long Action Logs Created: 29/06/2017 12:55:29: Submission created by Deirdre Mason Attachment removed: 30/06/2017 09:27:30: Deirdre Mason removed attachment Appendix 1 Draft Deed of Amendment re Augmentation (1).doc Attachment removed: 30/06/2017 09:30:41: Deirdre Mason removed attachment Appendix 3 Draft 81 Ervia Severance Gratuity Scheme 2017.docx Sent For Review: 30/06/2017 09:38:32: Submission sent to Maria Graham for review by Deirdre Mason Sent by email: 30/06/2017 15:09:13: Email sent by Deirdre Mason to Paul Dunne, Ownership Taken: 03/07/2017 09:17:56: Ownership of submission taken by Deirdre Mason Reason: For one amendment Sent For Review: 03/07/2017 09:51:59: Submission sent to Maria Graham for review by Deirdre Mason Sent to the Secretary General: 03/07/2017 14:21 :52: Submission sent to Secretary General for review by Maria Graham Sent by email: 04/07/2017 09:50:37: Email sent by Maria Graham to Shirley Groarke, Sent by email: 04/07/2017 14:20:05: Email sent by Deirdre Mason to Deirdre Mason, Sent by email: 04/07/2017 14:21:56: Email sent by Deirdre Mason to Deirdre Mason, Sent by email: 04/07/2017 14:33:31: Email sent by Deirdre Mason to Marguerite Sent by email: 04/07/2017 16:43:02: Email sent by Deirdre Mason to Karen Staunton, Sent to the Minister: 05/07/2017 23: 13:03: Submission sent to Minister for review by John McCarthy Reason: Minister. For discussion at our scheduled brie?ng session next Monday. JMC Sent by email: 27/1 1/2017 10:02:44: Email sent by Deirdre Mason to Deirdre Byrne, tps: housingcloudgoxie apps eSubmissions layouts 15 eSubmissions Printaspx'hleg 05 01 2018 Dated 2017 ERVIA Principal Employer MICHAEL A. MALACHY COLEMAN JIMMY JORDAN EUGENE MURPHY MARTIN MCCARTHY TOM CONSIDINE GER COWHIG SEAN CASEY LIAM RICHARD EDWINA NYHAN DEED OF AMENDMENT OF THE ERVIA SUPERANNUATION SCHEME McCann FitzGerald Solicitors Riverside One Sir John Rogerson's Quay Dublin 2 10 THIS DEED OF AMENDMENT is made the day of 2017 BETWEEN: (1) (2) ERVIA (formerly known as Bord Gais Eireann) a Statutory Body established by the Gas Act 1976 (as amended) and having its principal office at Webworks, Eglinton Street, Cork (the "Principal Employer?), MICHAEL A. of 3 Clifton Park, Beaumont Avenue, Blackrock, Cork, MALACHY COLEMAN of 38 Silverwood Road, Rathfarnham, Dublin 14, JIMMY JORDAN of 17 St Catherines Park, Glenageary, County Dublin, EUGENE MURPHY of 14 Millgate Drive, Dublin 12, MARTIN MCCARTHY of 351 Sutton Park, Sutton, Dublin 13, TOM CONSIDINE of "Beechdale", Boherboy Road, Lotabeg, Cork, GER COWHIG of 11 The Oaks, Boreenmanna Road, Cork, SEAN CASEY of 'Na Rossa?, Barretts Hill, Ballinhassig, Cork, LIAM of "Shalom", Curraclough, Lissarda, County Cork RICHARD of Killowen, Enniskeane, County Cork, and EDWINA NYHAN of 13 Castlerock Avenue, Baneshane, Midleton, County Cork. (the ?Trustees"). RECITALS (A) (B) (C) This Deed is supplemental to: a Definitive Trust Deed and Rules dated 23 May 2014 (the First Definitive Deed" and the "First Rules': respectively) whereby the Principal Employer under its former name of Bord Gais Eireann established a retirement benefits scheme known as the Bord Gais Eireann Superannuation Scheme now known as the Ervia Superannuation Scheme (the ?Scheme"); (ii) a Deed of Adherence dated 23 May 2014 by Bord Gais Energy Limited and SWS Natural Resources Holdings Limited; a Deed of Cessation dated 30 June 2014 by Bord Gais Energy Limited and SWS Natural Resources Holdings Limited; (iv) a Second Definitive Trust Deed and Rules dated 27 July 2015 (the ?Second Definitive Deed" and the ?Second Rules? respectively) which, with effect on and from 27 July 2015, replaced the First Definitive Deed and the First Rules; a Deed of Adherence dated 27 July 2015 by Gas Networks Ireland; (vi) a Deed of Adherence dated 27 July 2015 by Irish Water; and (vii) a Deed of Retirement and Appointment of Trustees dated 7 December 2015. The Trustees are the present trustees of the Scheme. Pursuant to Clause 22 of the Second Definitive Deed, the Principal Employer, with the consent of the Trustees, may amend the Second Definitive Deed and the Second Rules subject to the approval of the Revenue Commissioners and the approval of the Minister for Housing, Planning, Community and Local Government with the concurrence of the Minister for Public Expenditure and Reform and subject to section 59F of the Pensions Act 1990 (as amended) in respect of which it is noted that the amendment set out in this Deed does not materially alter the balance of members' interests under the Scheme. [0 I (D) The Principal Employer and the Trustees wish to amend the Second Definitive Deed as set out in this Deed. NOW IT IS AGREED that subject to the requirements referred to in recital (C) above: 1. With effect on and from the specified dates: Clause 1.1 in the First Schedule is amended by the deletion of the definition of "Ministerial Approval" and its replacement with the following definition: With effect on and from 25 November 2015 ?Ministerial Approval" means approval by the majority-shareholding Minister within the meaning of the Gas Act1976 having consulted with the Minister for Public Expenditure and Reform; Rule 3 of Part 1 in the Second Schedule is amended by the deletion of the definition of ?Minister" and its replacement with the following definition: With effect on and from 25 November 2015 ?Minister" means the majority-shareholding Minister within the meaning of the Gas Act 1976; 2. With effect on and from 1 May 2014 the Second Definitive Deed shall be amended by the deletion of Clause 26 and the insertion of the following new Clause 26: 26. Where a Member's benefits exceed the standard fund threshold (or where applicable the personal fund threshold) a chargeable excess arises. In such an event, the Member may be permitted by the Trustees, and shall be permitted if so required by section of the Act, subject always to Clause 3, to commute so much of his benefits as may be necessary to discharge any tax liability arising from that chargeable excess, subject to the following provisos: (C) Instead of commuting his benefits, a Member may be permitted by the Trustees, and shall be permitted if so required by section of the Act, to elect to surrender at the date the pension becomes payable to him, a portion of pension for a period of payment of the pension and on a basis to be determined by the Trustees, acting on the advice of the Actuary and notified to the Member and subject to the requirements of section 787Q (where applicable). Unless provision has been made to meet the tax liability to the Trustees' satisfaction, in the event that the Member declines to commute his benefits or to make an election in accordance with Clause 26(a), the Trustees shall apply such of the available options as they in their absolute discretion shall determine and such option shall be deemed to have been selected by the Member. The Trustees and the Employers shall have no duty to advise a Member in relation to a commutation or an election under this Clause 26 nor (whether or not they have advised a Member) any liability to the Member in consequence of the Member, or the IQ Trustees, commuting or not commuting the Member's benefits, or making or not making an election under Clause 26(3). This Deed may consist of two or more documents in the same form. A document may be executed by one or more of the parties. IN WITNESS OF WHICH the parties have executed this Deed on the date written above. 10 3 PRESENT when the common seal of ERVIA was affixed to this deed and this deed was delivered: Director Secretary SIGNED and DELIVERED as a deed by MICHAEL A. in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MALACI-IY COLEMAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by JIMMY JORDAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: 4 SIGNED and DELIVERED as a deed by EUGENE MURPHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MARTIN MCCARTHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by TOM CONSIDINE in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by GER COWI-IIG in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: IO SIGNED and DELIVERED as a deed by SEAN CASEY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by LIAM in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by RICHARD in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by EDWINA NYHAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: The Minister for Housing, Planning, Community and Local Government with the concurrence of the Minister for Public Expenditure and Reform approves the foregoing amendments to the Scheme Given under my Official Seal, this day of 2017 The Minister for Public Expenditure and Reform hereby concurs with the foregoing amendments to the Scheme Given under my Official Seal, this day of 2017 7 Dated 2017 ERVIA Principal Employer MICHAEL A. MALACHY COLEMAN JIMMY JORDAN EUGENE MURPHY MARTIN MCCARTHY TOM CONSIDINE GER COWHIG SEAN CASEY LIAM RICHARD EDWINA NYHAN DEED OF AMENDMENT OF THE ERVIA SUPERANNUATION SCHEME McCann FitzGerald Solicitors Riverside One Sir John Rogerson?s Quay Dublin 2 16 CBL THIS DEED OF AMENDMENT is made the day of 2017 BETWEEN: (1) (2) ERVIA (formerly known as Bord Gais Eireann) a Statutory Body established by the Gas Act 1976 (as amended) and having its principal office at Webworks, Eglinton Street, Cork (the "Principal Employer"), MICHAEL A. of 3 Clifton Park, Beaumont Avenue, Blackrock, Cork, MALACHY COLEMAN of 38 Silverwood Road, Rathfarnham, Dublin 14, JIMMY JORDAN of 17 St Catherines Park, Glenageary, County Dublin, EUGENE MURPHY of 14 Millgate Drive, Dublin 12, MARTIN MCCARTHY of 351 Sutton Park, Sutton, Dublin 13, TOM CONSIDINE of "Beechdale", Boherboy Road, Lotabeg, Cork, GER COWI-IIG of 11 The Oaks, Boreenmanna Road, Cork, SEAN CASEY of 'Na Rossa?, Barretts Hill, Ballinhassig, Cork, LIAM of "Shalom", Curraclough, Lissarda, County Cork RICHARD of Killowen, Enniskeane, County Cork, and EDWINA NYHAN of 13 Castlerock Avenue, Baneshane, Midleton, County Cork. (the ?Trustees"). RECITALS (A) (B) (C) This Deed is supplemental to: a Definitive Trust Deed and Rules dated 23 May 2014 (the First Definitive Deed" and the "First Rules" respectively) whereby the Principal Employer under its former name of Bord Gais Eireann established a retirement benefits scheme known as the Bord Gais Eireann Superannuation Scheme now known as the Ervia Superannuation Scheme (the "Scheme"); (ii) a Deed of Adherence dated 23 May 2014 by Bord Gais Energy Limited and SWS Natural Resources Holdings Limited; a Deed of Cessation dated 30 June 2014 by Bord Gais Energy Limited and SWS Natural Resources Holdings Limited; (iv) a Second Definitive Trust Deed and Rules dated 27 July 2015 (the "Second Definitive Deed" and the ?Second Rules? respectively) which, with effect on and from 27 July 2015, replaced the First Definitive Deed and the First Rules; a Deed of Adherence dated 27 July 2015 by Gas Networks Ireland; (vi) a Deed of Adherence dated 27 July 2015 by Irish Water; (vii) a Deed of Retirement and Appointment of Trustees dated 7 December 2015, and a Deed of Amendment dated as of the date of this Deed but executed prior to this Deed. The Trustees are the present trustees of the Scheme. Pursuant to Clause 22 of the Second Definitive Deed, the Principal Employer, with the consent of the Trustees, may amend the Second Definitive Deed and the Second Rules subject to the approval of the Revenue Commissioners and the approval of the Minister for Housing, Planning, Community and Local Government having consulted with the Minister for Public Expenditure and reform and subject to section 59F of the Pensions Act 1990 (as amended) in I6 I (D) respect of which it is noted that the amendment set out in this Deed does not materially alter the balance of members' interests under the Scheme. The Principal Employer and the Trustees wish to amend the Second Definitive Deed as set out in this Deed. NOW IT IS AGREED that subject to the requirements referred to in recital (C) above, with effect on and from 1 April 2016 the Second Definitive Deed shall be amended by the insertion of a new Clause 27 as follows: 27. Augmentation of benefits In accordance with a contractual commitment personal to John Tierney from the Employers which has received Ministerial Approval and subject to: Clause 3.1; and the arrangement to the satisfaction of the Trustees of the payment of any additional contributions which the Trustees determine, after consulting the Actuary and the Principal Employer, to be required; the Trustees shall, if the Principal Employer so requests, augment any pension or other benefit from the Scheme (including a pension in payment) in line with entitlements common to both the Local Government (Superannuation) (Consolidation) Scheme 1998 to 2014 and the contractual commitment, so that it is paid prior to age 60 without actuarial reduction. This Deed may consist of two or more documents in the same form. A document may be executed by one or more of the parties. IN WITNESS OF WHICH the parties have executed this Deed on the date written above. MDDQ3082500.16 IJ PRESENT when the common seal of ERVIA was affixed to this deed and this deed was delivered: Director Secretary SIGNED and DELIVERED as a deed by MICHAEL A. in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MALACHY COLEMAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by JIMMY JORDAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: 3 SIGNED and DELIVERED as a deed by EUGENE MURPHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MARTIN MCCARTHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by TOM CONSIDINE in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by GER COWHIG in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: 16 SIGNED and DELIVERED as a deed by SEAN CASEY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by LIAM in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by RICHARD in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by EDVVINA NYI-IAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: l6 The Minister for Housing, Planning, Community and Local Government with the concurrence of the Minister for Public Expenditure and Reform approves the foregoing amendments to the Scheme Given under my Of?cial See], this day of 2017 The Minister for Public Expenditure and Reform hereby concurs with the foregoing amendment to the Scheme Given under my Of?cial Seal, this day of 2017 l6 6 STATUTORY INSTRUMENTS. SJ. No. of 2017 THE ERVIA SEVERANCE CRATUITY SCHEME 2017 93c Ervia Severance Gratuity Scheme 2017 In exercise of the powers conferred on Ervia by section 18 of the Gas Act 1976 (No. 30 of 1976) (as amended), with the approval of the Minister for Housing, Planning, Community and Local Government having consulted with the Minister for Public Expenditure and Reform, Ervia hereby makes the following Scheme. 1. SHORT TITLE This Scheme may be cited as the Ervia Severance Gratuity Scheme 2017. is) COMMENCEMENT The Scheme will commence on 29 April 2013. 3. MEMBERSHIP Membership of this Scheme shall not apply to any person other than Dr John Tierney. 4. SEVERANCE GRATUITY In accordance with a contractual commitment personal to John Tierney given by Ervia on 29 April 2013 which re?ects a continuation of his entitlement to a severance gratuity which would have applied had he remained a Local Authority Chief Executive and which received the prior approval of the Minister for the Environment, Community and Local Government and the Minister for Public Expenditure and Reform, and in line with entitlements common to both the Local Government (Superannuation) (Consolidation) Scheme 1998 to 2014 and the contractual commitment, Dr John Tierney shall be eligible to receive a severance gratuity of ?100,000. The severance gratuity shall be paid on his retirement from Ervia. Present when the common seal of Ervia was af?xed to this Scheme and this Scheme was delivered: Director Director/ Secretary The Minister for Housing, Planning Community and Local Government, having consulted with the Minister for Public Expenditure and Reform, approves the foregoing Scheme: Given under my official seal this day of 2017. Minister for Housing, Planning, Community and Local Government EXPLANATORY NOTE This Scheme allows for the provision of a severance gratuity to Mr John Tierney in line with entitlements common to both the Local Government (Superannuation) (Consolidation) Scheme 1998 to 2014 and a personal contractual commitment. An Rolnn lithlochto. Pleondlo, Poboll egus A?l?ll 9 Department of Housing, Commuan and Local Government mm on Ard R?nol China of the Secretory General July 2017 Mr Robert Watt Secretary General Department of Public Expenditure and Reform Re: Retirement Terms for Former Managing Director of Irish Water Dear Robert, You will recall that there has been engagement with your Department over the period since 2013 in relation to the superannuation arrangements applying to staff of local authorities and the Department engaged by Irish Water. These arrangements have been re?ected in legislation and the Irish Water De?ned Bene?t Superannuation scheme. While this scheme is now in place and staff have transferred into the scheme, the delay in the establishment of this scheme has given rise to a dif?culty in relation to the retirement terms of the former Managing Director of Irish Water, Dr John Tierney. Dr Tierney moved from his post as Chief Executive Of?cer of Dublin City Council in April 2013 to take up the position in Irish Water and retired as Managing Director of Irish Water in April 2016. Dr Tierney considers, and Ervia, following legal advice accepts that it was intended under the terms of his contract (cepy at appendix 1) that. his superannuation arrangements would be the same as would have operated under the Local Government Superannuation Scheme 1998 as amended. E?'ectively, this means that he would be "paid his pension without actuarial reduction and a severance payment of ?100,000 on completion of his contract. As the Irish Water Superannuation Scheme was not in place until earlier this year, Dr Tierney remained in the Ervia scheme, and the advice_to Ervia is that to provide the superannuation arrangements which they believe the contract provides, they need to amend the scheme through a deed of amendment (augmentation of bene?t) and the establishment of a speci?c scheme to provide for the severance gratuity. Unlike the arrangements applying to such gratuities in the local government sector this gratuity would be subject to taxation. The bene?ts accruing to Dr Tierney and the impact of the amendments to the scheme are set out below:- ?on Actuarial-5 ?ch'ereaee between Non- :e?duced Bene?ts IX.- A?tua?ai reduced Bene?ts age 5?7 . Actuarial reduced and Actuarial redacted . Bene?ts . bene?ts Pension Severance payment ?100,000 0 610000090 Total Section 18 of the Gas Act 1976, as amended, requires Ministerial approval for all new superannuation schemes and amendments to be given by the majority shareholding Minister (Minister for Housing, Flaming, Community and Local Government) having consulted with the Minister for Public Expenditure and Reform. The Ervia DB Scheme, as currently drafted, however, requires the consent of the Minister for Communications, Energy and Natural Resources in concurrence with the Minister for Public Expenditure and Reform for any amendment to the Scheme. Consequently, draft deeds and Statutory Instruments have been prepared for approval and amendments have been included in the Deed of Amendment relating to the Standard Fund Threshold, in order to bring the Ervia DB Scheme in line with Section 18 of the Act of 1976 and the de?nition of ?Ministerial Approval? contained in that Act. The schemes will have to be laid before the Houses of the Oireachtas, and can be annulled by resolution of either of the Houses within the 21 sitting days. Le a] advice has been sou this Departmen Subject to this, I would appreciate it if you could con?rm that your Minister consents to the two deeds of amendment, attached at Appendix 3 and 4, the ?rst in relation to the early payment of retirement bene?ts and the second relating to the Standard Fund Threshold. I would also ask you to con?rm that your Minister has been consulted on the new Ervia Severance Scheme to be made under section 1 8 of the Gas Act and attached at Appendix 5. We will then submit the documents to our Minister for approval and subsequently submit the approved deeds of amendment for the consent of your Minister. Yours sincerely, 01:11 Me Secretary An Reina Tithlodm, Pleanala, Pobail ago: Ria?ais ditl?il. Teach an Chustalrn. ?ab Mia C?eth om were Department of Housing. Flaming, (amenity and thal Govemment, Custom base, Dubl'n out WM (D rema- 353 I 2359 Fatah: 353 1874 0693 Rieml-nhcetfe-Mi metamoeneral?housheomie C9 Dated 2017 ERVIA Principal Employer MICHAEL A. MALACHY COLEMAN JIMMY JORDAN EUGENE MURPHY MARTIN MCCARTHY TOM CONSIDINE GER COWHIG SEAN CASEY LIAM RICHARD EDWINA NYHAN DEED OF AMENDMENT OF THE ERVIA SUPERANNUATION SCHEME McCann FitzGerald Solicitors Riverside One Sir John Rogerson?s Quay Dublin 2 10 THIS DEED OF AMENDMENT is made the day of 2017 BETWEEN: (1) (2) ERVIA (formerly known as Bord Gais Eireann) a Statutory Body established by the Gas Act 1976 (as amended) and having its principal office at Webworks, Eglinton Street, Cork (the Principal Employer"), MICHAEL A. of 3 Clifton Park, Beaumont Avenue, Blackrock, Cork, MALACHY COLEMAN of 38 Silverwood Road, Rathfarnham, Dublin 14, JIMMY JORDAN of 17 St Catherines Park, Glenageary, County Dublin, EUGENE MURPHY of 14 Millgate Drive, Dublin 12, MARTIN MCCARTHY of 351 Sutton Park, Sutton, Dublin 13, TOM CONSIDINE of "Beechdale", Boherboy Road, Lotabeg, Cork, GER COWHIG of 11 The Oaks, Boreenmanna Road, Cork, SEAN CASEY of 'Na Rossa?, Barretts Hill, Ballinhassig, Cork, LIAM of "Shalom", Curraclough, Lissarda, County Cork RICHARD of Killowen, Enniskeane, County Cork, and EDMNA NYI-IAN of 13 Castlerock Avenue, Baneshane, Midleton, County Cork. (the "Trustees"). RECITALS (A) (B) (C) This Deed is supplemental to: a Definitive Trust Deed and Rules dated 23 May 2014 (the ?First Definitive Deed? and the ?First Rules': respectively) whereby the Principal Employer under its former name of 36rd Gais Eireann established a retirement benefits scheme known as the Bord Gais Eireann Superannuation Scheme now known as the Ervia Superannuation Scheme (the "Scheme"); (ii) a Deed of Adherence dated 23 May 2014 by Bord Gais Energy Limited and SWS Natural Resources Holdings Limited; a Deed of Cessation dated 30 June 2014 by Bord Gais Energy Limited and SWS Natural Resources Holdings Limited; (iv) a Second Definitive Trust Deed and Rules dated 27 July 2015 (the "Second Definitive Deed" and the ?Second Rules" respectively) which, with effect on and from 27 July 2015, replaced the First Definitive Deed and the First Rules; a Deed of Adherence dated 27 July 2015 by Gas Networks Ireland; (vi) a Deed of Adherence dated 27 July 2015 by Irish Water; and (vii) a Deed of Retirement and Appointment of Trustees dated 7 December 2015. The Trustees are the present trustees of the Scheme. Pursuant to Clause 22 of the Second Definitive Deed, the Principal Employer, with the consent of the Trustees, may amend the Second Definitive Deed and the Second Rules subject to the approval of the Revenue Commissioners and the approval of the Minister for Housing, Planning, Community and Local Government with the concurrence of the Minister for Public Expenditure and Reform and subject to section 59F of the Pensions Act 1990 (as amended) in respect of which it is noted that the amendment set out in this Deed does not materially alter the balance of members' interests under the Scheme. l0 (D) The Principal Employer and the Trustees wish to amend the Second Definitive Deed as set out in this Deed. NOW IT IS AGREED that subject to the requirements referred to in recital (C) above: 1. With effect on and from the specified dates: Clause 1.1 in the First Schedule is amended by the deletion of the definition of "Ministerial Approval? and its replacement with the following definition: With effect on and from 25 November 2015 "Ministerial Approval" means approval by the majority-shareholding Minister within the meaning of the Gas Act 1976 having consulted with the Minister for Public Expenditure and Reform; Rule 3 of Part 1 in the Second Schedule is amended by the deletion of the definition of ?Minister? and its replacement with the following definition: With effect on and from 25 November 2015 "Minister" means the majority-shareholding Minister within the meaning of the Gas Act 1976; 2. With effect on and from 1 May 2014 the Second Definitive Deed shall be amended by the deletion of Clause 26 and the insertion of the following new Clause 26: 10 26. Where a Member? 5 benefits exceed the standard fund threshold (or where applicable the personal fund threshold) a chargeable excess arises. In such an event, the Member may be permitted by the Trustees, and shall be permitted if so required by section of the Act, subject always to Clause 3, to commute so much of his benefits as may be necessary to discharge any tax liability arising from that chargeable excess, subject to the following provisos: (C) Instead of commuting his benefits, a Member may be permitted by the Trustees, and shall be permitted if so required by section of the Act, to elect to surrender at the date the pension becomes payable to him, a portion of pension for a period of payment of the pension and on a basis to be determined by the Trustees, acting on the advice of the Actuary and notified to the Member and subject to the requirements of section 787Q (where applicable). Unless provision has been made to meet the tax liability to the Trustees' satisfaction, in the event that the Member declines to commute his benefits or to make an election in accordance with Clause 26(a), the Trustees shall apply such of the available options as they in their absolute discretion shall determine and such option shall be deemed to have been selected by the Member. The Trustees and the Employers shall have no duty to advise a Member in relation to a commutation or an election under this Clause 26 nor (whether or not they have advised a Member) any liability to the Member in consequence of the Member, or the IQ Trustees, commuting or not commuting the Member?s benefits, or making or not making an election under Clause 26(a). This Deed may consist of two or more documents in the same form. A document may be executed by one or more of the parties. IN WITNESS OF WHICH the parties have executed this Deed on the date written above. 10 3 PRESENT when the common seal of ERVIA was affixed to this deed and this deed was delivered: Director Secretary SIGNED and DELIVERED as a deed by MICHAEL A. in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MALACHY COLEMAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by JIMMY JORDAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: 4 SIGNED and DELIVERED as a deed by EUGENE MURPHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MARTIN MCCARTHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by TOM CONSIDINE in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by GER in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: [9358 I . 10 SIGNED and DELIVERED as a deed by SEAN CASEY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by LIAM in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by RICHARD in the presence of; Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by EDWINA NYI-IAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: ,10 The Minister for Housing, Planning, Community and Local Government with the concurrence of the Minister for Public Expenditure and Reform approves the foregoing amendments to the Scheme Given under my Official Seal, this day of 2017 The Minister for Public Expenditure and Reform hereby concurs with the foregoing amendments to the Scheme Given under my Official Seal, this day of 2017 l0 7 Dated 2017 ERVIA Principal Employer MICHAEL A. MALACHY COLEMAN JIMMY JORDAN EUGENE MURPHY MARTIN MCCARTHY TOM CONSIDINE GER COWHIG SEAN CASEY LIAM RICHARD EDWINA NYHAN DEED OF AMENDMENT OF THE ERVIA SUPERANNUATION SCHEME McCann FitzGerald Solicitors Riverside One Sir John Rogerson's Quay Dublin 2 l6 THIS DEED 0F AMENDMENT is made the day of 2017 BEIWEEN: (1) (2) ERVIA (formerly known as 86rd Gais Eireann) a Statutory Body established by the Gas Act 1976 (as amended) and having its principal office at Webworks, Eglinton Street, Cork (the Principal Employer?), MICHAEL A. of 3 Clifton Park, Beaumont Avenue, Blackrock, Cork, MALACHY COLEMAN of 38 Silverwood Road, Rathfarnham, Dublin ?14, JIMMY JORDAN of 17 St Catherines Park, Glenageary, County Dublin, EUGENE MURPHY of 14 Millgate Drive, Dublin 12, MARTIN MCCARTHY of 351 Sutton Park, Sutton, Dublin 13, TOM CONSIDINE of "Beechdale", Boherboy Road, Lotabeg, Cork, GER COWHIG of 11 The Oaks, Boreenmanna Road, Cork, SEAN CASEY of ?Na Rossa?, Barretts Hill, Ballinhassig, Cork, LIAM of I'Shalom", Curraclough, Lissarda, County Cork RICHARD of Killowen, Enniskeane, County Cork, and EDWINA NYHAN of 13 Castlerock Avenue, Baneshane, Midleton, County Cork. (the ?Trustees?). RECITALS (A) (B) (C) This Deed is supplemental to: a Definitive Trust Deed and Rules dated 23 May 2014 (the ?First Definitive Deed" and the "First Rules" respectively) whereby the Principal Employer under its former name of Bord Gais Eireann established a retirement benefits scheme known as the Bord Gais Eireann Superannuation Scheme now known as the Ervia Superannuation Scheme (the (ii) a Deed of Adherence dated 23 May 2014 by Bord Gais Energy Limited and SWS Natural Resources Holdings Limited; a Deed of Cessation dated 30 June 2014 by Bord Gais Energy Limited and SWS Natural Resources Holdings Limited; (iv) a Second Definitive Trust Deed and Rules dated 27 July 2015 (the ?Second Definitive Deed" and the "Second Rules? respectively) which, with effect on and from 27 July 2015, replaced the First Definitive Deed and the First Rules; a Deed of Adherence dated 27 July 2015 by Gas Networks Ireland; (vi) a Deed of Adherence dated 27 July 2015 by Irish Water,- (vii) a Deed of Retirement and Appointment of Trustees dated 7 December 2015, and a Deed of Amendment dated as of the date of this Deed but executed prior to this Deed. The Trustees are the present trustees of the Scheme. Pursuant to Clause 22 of the Second Definitive Deed, the Principal Employer, with the consent of the Trustees, may amend the Second Definitive Deed and the Second Rules subject to the approval of the Revenue Commissioners and the approval of the Minister for Housing, Planning, Community and Local Government having consulted with the Minister for Public Expenditure and reform and subject to section 59F of the Pensions Act 1990 (as amended) in I6 I (D) respect of which it is noted that the amendment set out in this Deed does not materially alter the balance of members? interests under the Scheme. The Principal Employer and the Trustees wish to amend the Second Definitive Deed as set out in this Deed. NOW IT IS AGREED that subject to the requirements referred to in recital (C) above, with effect on and from ?1 April 2016 the Second Definitive Deed shall be amended by the insertion of a new Clause 27 as follows: 27. Augmentation of benefits In accordance with a contractual commitment personal to John Tierney from the Employers which has received Ministerial Approval and subject to: Clause 3.1; and the arrangement to the satisfaction of the Trustees of the payment of any additional contributions which the Trustees determine, after consulting the Actuary and the Principal Employer, to be required; the Trustees shall, if the Principal Employer so requests, augment any pension or other benefit from the Scheme (including a pension in payment) in line with entitlements common to both the Local Government (Superannuation) (Consolidation) Scheme 1998 to 2014 and the contractual commitment, so that it is paid prior to age 60 without actuarial reduction. This Deed may consist of two or more documents in the same form. A document may be executed by one or more of the parties. IN WITNESS OF WHICH the parties have executed this Deed on the date written above. 16 h) PRESENT when the common seal of ERVIA was affixed to this deed and this deed was delivered: Director Secretary SIGNED and DELIVERED as a deed by MICHAEL A. in the presence of: Signature of Witness: Name of Witness: Address of Witness; Occupation of Witness: SIGNED and DELIVERED as a deed by MALACHY COLEMAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by JIMMY JORDAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: 0003082500. 16 3 SIGNED and DELIVERED as a deed by EUGENE MURPHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by MARTIN MCCARTHY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by TOM CONSIDINE in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by GER COWHIG in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: MUD-2308250016 SIGNED and DELIVERED as a deed by SEAN CASEY in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by LIAM in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by RICHARD in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: SIGNED and DELIVERED as a deed by EDWINA NYHAN in the presence of: Signature of Witness: Name of Witness: Address of Witness: Occupation of Witness: l6 The Minister for Housing, Flaming, Community and Local Government with the concurrence of the Minister for Public Expenditure and Reform approves the foregoing amendments to the Scheme Given under my Official Seal, this day of 2017 The Minister for Public Expenditure and Reform hereby concurs with the foregoing amendment to the Scheme Given under my Official Seal, this day of 2017 l6 6 STATUTORY INSTRUMENTS. 5.1. No. of 2017 THE ERVIA SEVERANCE GRATUITY SCHEME 2017 Ervia Severance Gratuity Scheme 2017 In exercise of the powers conferred on Ervia by section 18 of the Gas Act 1976 (No. 30 of 1976) (as amended), with the approval of the Minister for Housing, Planning, Community and Local Government having consulted with the Minister for Public Expenditure and Reform, Ervia hereby makes the following Scheme. 1. SHORT TITLE This Scheme may be cited as the Ervia Severance Gratuity Scheme 2017. 2. The Scheme will commence on 29 April 2013. 3. MEMBERSHIP Membership of this Scheme shall not apply to any person other than Dr John Tierney. 4. SEVERANCE GRATUITY In accordance with a contractual commitment personal to John Tierney given by Ervia on 29 April 2013 which reflects a continuation of his entitlement to a severance gratuity which would have applied had he remained a Local Authority Chief Executive and which received the prior approval of the Minister for the Environment, Community and Local Government and the Minister for Public Expenditure and Reform, and in line with entitlements common to both the Local Government (Superannuation) (Consolidation) Scheme 1998 to 2014 and the contractual commitment, Dr John Tierney shall be eligible to receive a severance gratuity of ?100,000. The severance gratuity shall be paid on his retirement from Ervia. Present when the common seal of Ervia was affixed to this Scheme and this Scheme was delivered: Director Director/ Secretary The Minister for Housing, Planning Community and Local Government, having consulted with the Minister for Public Expenditure and Reform, approves the foregoing Scheme: Given under my official seal this clay of 2017. Minister for Housing, Planning, Community and Local Government EXPLANATORY NOTE This Scheme allows for the provision of a severance gratuity to Mr John Tierney in line with entitlements common to both the Local Government (Superannuation) (Consolidation) Scheme 1998 to 2014 and a personal contractual commitment. Leaders' Question Note 0" Department: Housing, Planning and Local Government Date: 06 December 2017 Topic/issue: Payment of Pension to John Tierney Top Talking Points: The position in relation to former Local Authority Staff recruited by Irish Water, including the former Managing Director, is that their Superannuation Arrangements should not be less favourable than if they had remained within the Local Government Sector. This position is reflected in Primary Legislation, and is given effect through Ervia/Irish Water Pension Schemes, hich in turn are subject to Ministerial Approval through Statutory Instruments. In order to discharge the pension liability to the former Managing Directo two Deeds of Amendment for the Ervia Defined Benefit Superannuation Scheme and a new Severance Gratuity were required. One of the Deeds of Amendment relates to taxation issues and the Standard Fund Threshold and applies to all members of the Ervia Scheme. The second Deed allows the Former Managing Director to retire before age 60, in line with his contract and his previous entitlements under the Local Government Scheme. The Severance Gratuity Scheme allows for a gratuity of ?100,000 to be paid to the Former Managing Director in line with his contract and in keeping with the terms of his Chief Executive post in Dublin City Council. Redline Issues: The payment of Mr.- Tierney?s en?titlements could only be made in full when the Deb?ids of 4 Amendment and the Severance Gratuity Scheme were given Ministerial Consent and laid before the Houses of the Oireachtas. . The pension and lump sum amounts are a matter between the Former Managing Director and Ervia. I . Actions Taken by the Govt The Departmenthas been in?consultation with Ervia in relation to the requirements for ?1 discha ging the pension liability to the former Managi Director of Irish Water. The 0 tstanding issues in relation to these requireme ts have been resolved and . . Ministerial consent has been given. 0 The Deeds of Amendment and the Severance Gratuity Scheme have will be laid before the Houses of the Oireachtas today 06 December 2017(21 sitting days required before liability can be fully discharged by Ervia). Opposition Comment ?casismawga Bii's?in?r??'?i or {fish Don't want the State vulnerable to any potential legal challenges, where the State will have a liability. . - in MThere is an absence of transparency around the issue. 0 Adviser Contact Details:? 1. Colm Lavery? Mobile 087 261 5237 Officials Contact Details: 1. Paul Dunne, Principal, Local Government HR, Mobile 086 8046356 Email: paul.dunne@housing.gov.ie