Corporate Governance, Compliance & Board Evaluations

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

We advise on a broad range of Corporate Governance and compliance matters, some of the clients we continually advise are:

  • Affilias
  • DCC
  • Eirgrid
  • Glanbia Co-Op
  • Smurfit Kappa

Large Companies Preparing to Disclose Non-Financial and Diversity Information

Directors of certain large companies should be aware of new reporting obligations with regard to non-financial and diversity matters


The Lowdown - Mandatory Directors' Compliance Statements

2016 will see the introduction of mandatory director compliance statements for all PLCs and large private companies save unlimited companies. A “large private company” is one with gross assets exceeding €12.5m and turnover exceeding €25m for the year.


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Department

  • Interviewees indicate the firm's approach is "the perfect balance of knowledge and getting things done." Sources extol the range of the firm's practice: "They are a strong firm and deal with issues which we raise with them, across a wide spectrum of areas, in a straightforward way." Market observers also note that "William Fry is capable of handling issues for a large multinational and has lots of experience with everything." Chambers Global, 2018
  • Clients appreciate that the lawyers "made an effort to get to know us, were practical, commercial, strong in negotiations and could explain Irish law in a clear way to US buyers." "It has always been a pleasure to work with them", say clients."The drafting is first class, they are good negotiators and their manner is conducive to getting the deal done." Chambers Global, 2017 
  • William Fry has a "proactive and resourceful team’ with "outstanding legal strategists" and "tremendous dealmakers". Legal 500, EMEA 2017
  • "All the people there are exceptional - whoever you work with can take you through the whole process and you will be in excellent hands. There is remarkable strength in depth throughout the team."  "Provides constructive and focused solutions. A strong firm that I'd happily work with again." Chambers Global, 2016
  • William Fry is "an exceptional firm". Legal 500 EMEA, 2016
  • "The legal advice is always given in a digestible, user-friendly format, and the team understands market practices well, not just in Ireland but internationally. It is sophisticated in what it does." 
    "The team is good at cutting through to the key issues and comprehensive in terms of identifying risks. The team is responsive, the level of care and attention is strong and 
    the advice is clear to understand." 
    Chambers Global, 2015 
  • William Fry’s team has ‘tremendous industry knowledge and experience’. Legal 500 EMEA, 2015 
  • "We use William Fry because it has such a broad base. When you are doing a deal and it spans a number of sectors you get someone co-ordinating matters." "It is very much solution-oriented and presents us with a spectrum of outcomes which really helps with the decision-making process." Chambers Europe, 2014
  • William Fry is "a very professional firm with a great breadth of legal and business acumen".  Legal 500 EMEA, 2014
  • Sources say: “If you are looking for exceptional work from smart, responsive people William Fry is the place to go.” “We get a Rolls-Royce service. The team can tackle any problem and I am treated like an individual not just a faceless client.” Chambers Global, 2013 
  • William Fry will "stay at the table for as long as it takes to close the deal’ and its lawyers are ‘very strong negotiators'. Legal 500 EMEA, 2013
  • Sources say: 'William Fry is fabulous. It understands the issues clients face and ensures transactions progress smoothly.' Chambers Europe, 2012
  • William Fry’s 'first-class' team is capable of 'devising and delivering a solution' that clients are happy with. Legal 500 EMEA, 2012

Key Contacts

Myra Garrett Partner

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