Corporate Governance and Compliance

The political, media and shareholder pressure arising from recent high-profile failures in corporate governance, in Ireland and internationally, have resulted in a growing global and domestic trend towards greater regulation, accountability and transparency. It is essential both for businesses and non-commercial organisations, in the public, private and voluntary/charitable sectors, to maintain the highest possible levels of corporate governance and compliance to ensure effectiveness, transparency and accountability. 

Our Corporate Governance and Compliance Team

Our cross-departmental Corporate Governance and Compliance Team comprises lawyers and company secretarial specialists with extensive cross-sectoral experience and an in-depth working knowledge of applicable corporate governance codes and regulatory regimes. We work closely with boards, trustees, general counsel, company secretaries, compliance teams and other key stakeholders to develop tailored and robust governance and management structures, procedures and systems and to ensure awareness of and compliance with clients’ applicable regulatory landscapes.

Our Experience

Our Corporate Governance and Compliance Team includes highly experienced lawyers from relevant specialisms recognised for their expertise in this area, including lawyers ranked by international legal ranking guides, a Ministerial appointee to Ireland’s Company Law Review Group (CLRG) and the CLRG’s Corporate Governance Committee and a member of the Irish Law Society’s Business Law Committee.

We provide advice to a broad range of clients across the full spectrum of corporate governance and compliance issues, including those noted below. 

The clients we advise include both Irish and international public and private companies (listed and unlisted), financial institutions and investors across a broad range of sectors (including regulated sectors such as energy and green tech, life sciences, healthcare, financial services, technology, telecoms, food and drink) as well as public sector organisations, charitable organisations, voluntary bodies and NGOs.     

Our Approach

We act as trusted advisors to our clients, providing customised advice and keeping them up-to-date on legal developments, new trends and best practice. We liaise frequently with and provide input to regulators, government bodies and industry representative bodies on corporate governance and compliance matters. 

As well as providing in-depth knowledge and sector-specific expertise on corporate governance and compliance, we advise on risk and reputation management and shareholder and boardroom disputes.

From start-up to wind-up, we actively work with our clients to provide strategic tailored corporate governance and compliance advice at every step in the life cycle of their business or organisation.

Our Services

We advise on a broad range of corporate governance and compliance matters, including:-

• Corporate governance structures, policies and procedures and risk management frameworks in context of relevant regulatory environment
• Duties and liabilities of directors, officers, trustees (including charity trustees) and D&O insurance
• Board composition, board proceedings and board policies, terms of reference for and composition of board committees, conflicts of interest
• Director and senior executive contracts, remuneration structures, incentive arrangements and related disclosure obligations, director and senior executive exit arrangements
• Annual reports, annual general meetings and general shareholder meetings and communications, including dealing with contentious shareholder meetings
• Boardroom disputes, shareholder disputes and reputation management
• Stock exchange rules/codes of practice (incl. UK Corporate Governance Code and Irish Corporate Governance Annex), takeover rules and disclosure, market abuse and transparency regulations
• Shareholder rights (listed and unlisted companies)
• Central Bank of Ireland corporate governance codes for regulated financial services entities;
• Public sector corporate governance requirements, including compliance with the Code of Practice for Governance of State Bodies and other applicable codes and stakeholder engagement
• Voluntary and Charitable Sector corporate governance and compliance requirements, including compliance with charity law, the new Charities Governance Code and registration/reporting requirements of the Charities Regulator 
• Impact of Brexit on corporate governance and compliance requirements
• Corporate secretarial services including company formation, convening meetings, annual compliance services, beneficial ownership registers, prescribed filings, and transactional support