7 Reasons To Outsource Your Company Secretarial Function eBook

Corplaw Blog

Board Meetings – Practice and Protocol Guidelines

Posted by Corplaw on Oct 8, 2015 2:30:25 PM

Practice and protocols with regard to board meetings can differ considerably from one organisation to another. Yet it is important for all boards and their members to follow basic principles in order to become more efficient and effective. The following general guidelines can be of assistance in running a productive board meeting.

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Topics: Corporate Governance, Directors, Compliance, CoSec, Meetings

New Rules Of The Courts Arising From The Companies Act 2014

Posted by Corplaw on Sep 10, 2015 9:15:00 AM

New rules of the courts have been issued in order to facilitate the operation of the Companies Act 2014 which entered into force on 1 June 2015. These rules have been published in the form of statutory instruments (S.I.), with the District Court (Companies Act 2014) Rules 2015 issued as S.I. No. 256 of 2015 and the Rules of the Superior Courts (Companies Act 2014) 2015 issued as S.I. No. 255 of 2015, which came into operation on 1 July 2015. These new rules deal with various matters for which applications can be made to the courts including mergers and divisions, high court examinership and the winding-up of companies.

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Topics: Corporate Governance, Legal, CompaniesAct

Having Your Say – Votes at General Meetings Explained

Posted by Corplaw on Aug 13, 2015 9:15:00 AM

An annual general meeting (AGM) is a meeting of members of a company at which the members can put questions to the directors and receive information pertaining to the company regarding its financial statements, appointment of auditors and changes in the board of directors. A company must hold an AGM every calendar year. The length of time between one AGM and the next cannot be more than 15 months.

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Topics: Corporate Governance, Directors, Meetings

Executive & Non Executive Directors - Balancing The Roles

Posted by Corplaw on Jun 2, 2015 1:45:00 PM

Although there is no legal distinction between the powers, duties, responsibilities and liabilities of executive directors and non-executive directors, the two play different roles on a board of directors. Balancing the roles can be vital to optimising the performance of the board.

The Role Of Executive Directors 

Executive directors are employees of the company. They have a thorough knowledge of the company and they manage the day-to-day operations. In basic terms, the executive directors run the company and deal with the preparation of and implementation of the strategic plans and business plans of the company.

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Topics: Ireland, Corporate Governance, Directors

Directors Duties Under The Companies Act 2014

Posted by Corplaw on Apr 21, 2015 9:30:00 AM

Part 5 of the Companies Act 2014 (the “Act”) consolidates the duties and responsibilities of directors in one unified code for clarity and transparency. Under the Companies Acts 1963 – 2013 there is no prescribed list of duties as the duties have been garnered from decisions of the courts on an ad-hoc basis.

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Topics: Ireland, Corporate Governance, Directors

Audit Committees - The Facts In 2 Minutes

Posted by Corplaw on Feb 10, 2015 11:00:00 AM

An audit committee can play a very important role in a company’s corporate governance policy. Any company in Ireland may set up an audit committee, however the Companies Acts do indicate that ‘public interest entities’ such as banks, insurance companies and companies with shares quoted on a stock exchange must have an audit committee.

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Topics: Corporate Governance, Directors, Audit

Declaring A Conflict Of Interest: Discharging A Director’s Duty

Posted by Corplaw on Jan 27, 2015 10:00:00 AM

Companies place trust and confidence in their directors to act in the best interests of the company. The special degree of trust between a company and director creates a fiduciary relationship. The rules of no-conflict of interest and no secret profit reassures companies that the directors will act in the best interests of the company.

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Topics: Corporate Governance, Directors, Legal

The Penalties For Breaching Company Law In Ireland

Posted by Pearse Trust on Dec 2, 2014 9:30:00 AM

In Ireland, companies and individuals who breach company law run the risk of criminal proceedings and court penalties; this fact has been illustrated broadly in the media through this years trial of top-level executives of Anglo-Irish bank.

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Topics: Ireland, Corporate Governance, Legal

Directors: Appointment, Retirement & Removal For Irish Companies

Posted by Corplaw Admin on Oct 21, 2014 9:30:00 AM

Notwithstanding that the Companies Bill 2012, once enacted will introduce new legislation in terms of director requirements, all Irish companies are currently required to have a minimum of two directors. One of the directors is required to be resident in a member state of the European Economic Area, unless the company holds a bond in the prescribed form or is exempt from the requirement.

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Topics: Ireland, Corporate Governance, Directors, Legal

The Company Secretary & Corporate Social Responsibility

Posted by Corplaw Admin on Oct 7, 2014 9:30:00 AM

Corporate Social Responsibility (“CSR”) is becoming an increasingly important aspect of boardroom discussion. CSR as defined by the European Commission as:

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Topics: Corporate Governance, Charities, CSR