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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

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

Irish Companies With Non-EEA Resident Directors

Posted by Corplaw on Jun 30, 2015 9:30:00 AM

The provision in Irish legislation allowing persons who are not residents of an EEA (European Economic Area) member state to be a Director of an Irish company has been in force under the Companies (Amendment) (No.2) Act, 1999 since its enactment on 15 December 1999. 

Early Provisions

Section 43 (1) of the Act stated that at least one person who was a Director of the company must be a member of the state, although subsection (3) of the Act provided that this rule would not apply if the company held a bond in the prescribed form to the value of IR£20,000.

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Topics: Directors, Legal

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

Companies Act 2014: New Rules For Directors

Posted by Corplaw on May 19, 2015 6:30:00 AM

The new Companies Act 2014 aims to radically overhaul, modernise and streamline company law in Ireland and is set to be commenced on 1 June 2015. This blog will look at some of the changes the new Act will entail in relation to company officers.

Directors’ Duties

While directors’ duties will remain much the same under the new Act, the major change is that these duties, previously established in case law rulings over many years, will for the first time be codified into eight fiduciary duties set out in Part 5, Section 228 of the new Act.

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Topics: Ireland, Directors, Legal

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

Directors’ Authority To Allot Shares In An Irish Company

Posted by Corplaw Admin on Nov 4, 2014 9:30:00 AM

Authorised share capital is the maximum amount of shares which a company can issue. Issued share capital is the amount of shares issued (or allotted) directly from the company to shareholders. They are called allotted because they are being issued for the first time rather than being transferred from one party to another. In Ireland, directors need to be given the power to allot shares.

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Topics: Ireland, Directors, Shares

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