On 29 September, the Irish Stock Exchange (“ISE”) published its Feedback Statement on the consultation paper it issued in July 2010 regarding proposed changes to the ISE listing rules relating to Corporate Governance. The consultation paper sought views on the merits of introducing a stand-alone Irish Corporate Governance Code for companies listed on the ISE. William Fry was one of 21 respondents.
The ISE has decided not to adopt an Irish Corporate Governance Code. The existing listing rules will continue to require compliance with, and disclosure against, the UK Corporate Governance Code. The principal reason for this decision was the concern that investors and corporate governance advisory firms would not regard Irish firms as being governed by high international standards. The ISE may revisit the concept of an Irish Corporate Governance Code in the future.
The ISE have indicated that, prior to the end of 2010, it will introduce a further set of Corporate Governance requirements into the existing Irish listing rules which will apply for accounting periods beginning on or after 1 January 2011. The current draft of these additional corporate governance requirements is set out in Appendix C to the Feedback Statement. Appendix C substantially reflects the nine recommendations made in the report published in March 2010 by the ISE and the Irish Association of Investment Managers (“IAIM”) on Compliance with the Combined Code on Corporate Governance. The additional requirements are principally concerned with board composition, board evaluation, remuneration and the work undertaken by the audit committee.
The ISE have allowed a further period of consultation on the content and specific drafting of Appendix C. William Fry intend to make a submission to the ISE in this regard and would be happy to reflect the views of any interested parties. The submission date is 31 October.
The ISE have also indicated that they will not be introducing a listing rule on a “say for pay” requirement for Irish listed companies in the short term, however, the ISE has raised the possibility of such a listing rule being part of wider consultation process to be launched later this year in respect of the listing rules generally. The ISE is discussing with the IAIM the implications of a listing rule on “say for pay”.
