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Corporate Governance, Compliance & Board Evaluations

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

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

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