Practice Areas

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Corporate Governance, Compliance & Board Evaluations

We advise leading Irish and international private and listed companies, as well as state and regulatory bodies, on all corporate governance and compliance issues, from the straightforward to the most complex.

Our Corporate Governance Group consists of corporate lawyers with vast experience on compliance and regulation within the Capital Markets, Asset Management & Investment Funds and Banking and Insurance industries.

The Group offers clear and practical advice on Corporate Governance – including designing and implementing policies and formal procedures in accordance with applicable Corporate Governance rules, updating these to meet evolving “best practice” standards and reporting to stakeholders on the Company’s Corporate Governance compliance.

Corporate Governance for Listed Companies

Companies with a primary equity listing on the Main Securities Market of the Irish Stock Exchange are obliged to comply with the Irish Corporate Governance Annex and the UK Corporate Governance Code or explain any non-compliance in their annual report to shareholders.

Our Corporate Governance team can assist with putting the appropriate structures and documents in place to meet the requirements of the Annex and the Code and to review and update these periodically. We will also keep you updated with developments and best practice in this field.

Myra Garrett SC

Partner

Mark Talbot

Partner

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Experience

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

Areas of Expertise

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: