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Sources of Corporate Governance (Irish Criminal Legislation (Criminal…
Sources of Corporate Governance
Irish Company Legislation
Companies Act 2014 contains 1. Rules and regulations which aim to regulate company activity (Fraudulent/Insider Dealing is an offence), 2. Disclosure requirement of Director's remuneration, share interests, substantial transactions
Common Law Rules
Case Law: A prime example is case law that explains the duties a Director owes to his company - historically known as fiduciary duties - but now referred to as Statutory Fiduciary Duties under the Companies Act 2014
Irish Criminal Legislation
Criminal Justice (Theft & Fraud Related Offences) Act 2001
Updated the Criminal Act on Fraud & False Accounting. Imposed Reporting Requirements on Auditors
The Companies Auditing & Accounting Act 2003
Established the requirement that all public limited companies must have an AUDIT COMMITTEE - Roles of which are:
Monitor internal audit effectiveness
Oversee the appointment, re-appointment, remuneration, removal and terms of engagement of the Auditor
Monitor the company's internal financial controls
Ensure the integrity of the Financial Statements
Monitor the supply of non-audit services by the external auditor
Ensure the External Auditor's independence
Corporate Law Enforcement Act 2001
Imposed obligations on Company Directors to comply with the Acts. Act also established the ODCE
The Listing Rules as published by ISE (Irish Stock Exchange)
Listing Rules apply to all listed Irish Companies who want to trade their shares on the stock market. Rules focus on transparency and clarity
Company's own Constitutional Document
A DAC or a PLC's Memorandum of Association or a LTD's Constitution
Combined Code of Corporate Governance "The Code"
Principles of the Code
Remuneration
Accountability
Relationship with Shareholders
Effectiveness
Leadership