We advise leading Irish and international private and listed companies, as well as state and regulatory bodies, on all corporate governance and compliance issues, from the straightforward to the most complex.
Our Corporate Governance Group consists of corporate lawyers with vast experience on compliance and regulation within the Capital Markets, Asset Management & Investment Funds and Banking and Insurance industries.
The Group offers clear and practical advice on Corporate Governance – including designing and implementing policies and formal procedures in accordance with applicable Corporate Governance rules, updating these to meet evolving “best practice” standards and reporting to stakeholders on the Company’s Corporate Governance compliance.
The issues on which we advise include:
- The Companies Acts, including recent changes and the proposed changes in the Companies Consolidation Bill
- Directors’ responsibilities and duties
- Directors’ service contracts and remuneration
- Compliance issues relating to annual general meetings, company accounts, annual returns and reports, directors’ reports and disclosure issues
- Company transactions and administration
- Changes in share capital and share structures
- Compliance with the Listing Rules, Takeover Rules, Market Abuse Rules and Transparency Rules
- Share dealing rules and restrictions
- Regulatory investigations and enquiries
- Engagement of auditors and advisers
- Setting up business in Ireland and
- Company secretarial issues.
Corporate Governance for Listed Companies
Companies with a primary equity listing on the Main Securities Market of the Irish Stock Exchange are obliged to comply with the Irish Corporate Governance Annex and the UK Corporate Governance Code or explain any non-compliance in their annual report to shareholders.
Our Corporate Governance team can assist with putting the appropriate structures and documents in place to meet the requirements of the Annex and the Code and to review and update these periodically. We will also keep you updated with developments and best practice in this field.
Our services include:
- Evaluation of Boards, Directors, Chairman and Committees
- Advising on AGM Notices and related documents
- Advising on Corporate Governance Statements in annual reports and on company websites
- Induction training for new Directors
- Training to facilitate refreshing of skills & knowledge – directors’ duties, company law, industry-specific regulation, general legal updates – e.g. Health & Safety, IP
A number of the requirements of the Annex and the Code relate to the implementation of appropriate formal Corporate Governance structures and documents. We can assist you with putting these in place, including:
- Schedule of Matters Reserved for the Board
- Written division of responsibilities between the Company Chairman and CEO
- Terms of Reference for Board Committees
- Letters of Appointment for Non-Executive Directors and Company Secretary
- Letter of Appointment for Senior Independent Director
- Written Remuneration Policy