We work with boards, shareholders, organisations, senior leadership teams and other key stakeholders, on corporate governance and compliance issues across an extensive range of client industries and sectors.
We help clients to implement and maintain best practice corporate governance, ensure compliance with adopted codes and to provide guidance on statutory responsibilities and obligations of companies, directors and officers. We also have particular experience advising on governance in the context of complex transactions such as cross border mergers, domestic mergers under the Companies Act 2014, group reorganisations and mergers and acquisitions.
We have a specific expertise in providing governance advice to State bodies and not for profit organisations.
Our services
- Corporate governance law and regulation, both mandatory regulations and self regulation; enforcement; legal obligations; obligations in relation to the Irish Corporate Governance Annex and the UK Corporate Governance Code; listing requirements; and other
- The role and responsibility of company boards and the role, function and responsibilities of board sub-committees including audit & risk, remuneration and nomination committees
- Directors’ responsibilities including statutory and fiduciary responsibilities, risk areas, conflicts of interest, duties of confidentiality and whistle blowing procedures
- Employment law issues relating to selection and appointment of executive and non-executive directors, remuneration and incentives, legal, stock exchange and other requirements, management and employee incentives, including employee share ownership schemes
- Department of Public Expenditure and Reform Code of Practice for the Governance of State Bodies (2016), and Ethics in Public Office requirements, and obligations and responsibilities of bodies in receipt of exchequer funding
- Accounting and reporting responsibilities of directors and boards
- Risk management for directors, particularly non-executive directors, in the context of reputational risk, appropriate risk structures, and directors & officers liability insurance
- Charities Act 2009 and its implications for charitable organisations
- Branch registration advice for Irish branches of overseas corporations
Experience
A State Body
On the management of a particularly sensitive transaction at board level, where a conflict of interest and perception of bias was alleged
A major plc
On a governance review of the board, its composition, its role and its operations
A number of Institutes of Technology
On corporate governance and compliance including providing governance advice and training to Audit Committees and Governing Bodies
A semi State Body
On board handling of a sensitive staff issue and how it might be resolved
A large public hospital
On corporate governance, ethics and codes of conduct
Company directors
On their duties under the Companies Act 2014 and in respect of Annual Compliance Statements