Pearse Trust Blog



Audit Committees – The Facts In 2 Minutes

Posted by Pearse Trust on Wednesday, Nov 30, 2016

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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Tags: Directors, Corporate Governance, Audit

Effective Board Meetings - A How-To Guide

Posted by Pearse Trust on Monday, Sep 05, 2016

Meetings are an integral part of how companies can make effective decisions and offer a platform for discussions on major strategic decisions.

They may be held for a specific reason or to discuss a host of issues affecting the mechanics and success of the firm.

In this blog, we will focus on the holding of effective board meetings and how to improve board meetings in general.

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Tags: Directors, Corporate Governance, compliance

What To Do When a Fellow Director Declares a Conflict of Interest

Posted by Pearse Trust on Wednesday, Aug 31, 2016

 

Previously we discussed Conflicts of Interests and the importance of declaring a suspected conflict to your fellow directors.

In this blog we will discuss how the remaining board members should deal with a declaration of conflict of interest. 

When a board of directors is informed of a potential conflict, all reasonable steps must be followed to ensure that the company and its action are beyond reproach.

This includes discussing the issue, taking a vote and having the whole discussion is included in the minutes.

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Tags: Directors, Corporate Governance, UK

A Conflict of Interest: When & How to Make the Declaration

Posted by Pearse Trust on Monday, Aug 29, 2016

As an officer of a Company, a director must endeavour to recognise and avoid instances when their own interest may conflict with the interests of the Company.

While avoiding conflicts had historically been a director's duty covered by Common Law, formal legislation was added to the UK Companies Act on 1 October 2008. 

Section 175 of the Companies Act 2006 states that a director has a duty to avoid any “situation in which he has, or can have, a direct or indirect interest that conflict, or possibly may conflict, with the interests of the company”.  An example of an indirect interest would be if the Company you act on behalf of is considering buying land which is owned by a relative.

The Companies Act makes specific reference to the importance of acknowledging conflicts specific to property, information or opportunity, for example meeting a potential new client through your role as director of ABC Limited, but forming a business relationship through another company you act for.

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Tags: Directors, Corporate Governance, UK

Consequences of Breaching Statutory Compliance Requirements

Posted by Pearse Trust on Wednesday, Aug 10, 2016

With the introduction of the Companies Act 2014 “the Act” in Ireland, failure to meet corporate compliance requirements and the offences for breaching one’s obligationsunder Irish company law have been codified and can be found under Part 14 of the Act.

The Act provides considerable consequences for breaching company law and has categorised the offences by a four-tier system based upon the seriousness of the offence. As a consequence, the offences are easier to identify.  

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Tags: Ireland, Legal, Directors

Irish Private Companies - The Business of the AGM

Posted by Pearse Trust on Wednesday, Jul 27, 2016

The Annual General Meeting is a key event for a Company and it is important for the directors, secretary and shareholders to understand the business which is to be transacted at the AGM each year.

Pursuant to section 175 of the Companies Act 2014, an AGM must be held within 18 months from incorporation of a company and then on an annual basis, without 15 months elapsing from one AGM to another.

Unless consent to short notice is granted, notice of the AGM is to be issued to members 21 days before the meeting. In addition to providing the date, time, location and proxy details, the notice should detail the general nature of the business to be transacted at the meeting.   

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Tags: Ireland, Directors, Corporate Governance

Statutory Records and Registers under the Companies Act 2014

Posted by Pearse Trust on Monday, Jul 11, 2016

In Ireland, Private Companies are required to maintain a minute book and certain statutory records and registers. These records are usually kept at the Company’s registered office address and the task of updating and maintaining the registers belongs to the Company Secretary. It is essential that those involved in a Company ensure that the entity maintains a correct and up to date record of the activities undertaken and events that have occurred. 

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Tags: Ireland, Directors, Corporate Governance

A Guide to Convening Extraordinary General Meetings

Posted by Pearse Trust on Monday, Jun 27, 2016

Any meeting of the members of a limited company in Ireland other than the Annual General Meeting is deemed to be an Extraordinary General Meeting (EGM).

Subject to the Constitution of the Company, an EGM may be convened at any time to transact business which needs to be dealt with.

Examples of why a Company may convene an EGM include business such as granting authority to the directors to allot shares, approving an increase in authorised share capital, or removing a director.  Read More

Tags: Legal, Directors, Corporate Governance

Your Guide To Effective Minute Taking

Posted by Pearse Trust on Wednesday, Jun 15, 2016

The drafting of minutes at board meetings can pose a number of potential challenges for the minute taker.

Minute taking is usually undertaken by the company secretary or, where the company does not have a company secretary, by a designated minute taker.

In conjunction with our blog on setting the agenda to meetings, the information in this guide to effective minute taking might assist when preparing your own board minutes.

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Tags: Directors, Corporate Governance

New UK Dispute Regulations: Registered Offices & Directors

Posted by Pearse Trust on Wednesday, May 04, 2016

New procedures regarding UK dispute regulations, including registered office address disputes and director disputes for UK companies and limited liability partnerships under the Small Business, Enterprise and Employment Act 2015, have come into force from 6 April 2016.

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Tags: Legal, Directors, United Kingdom