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Corporate Governance (Sources of Corporate Governance (Combined Code on…
Corporate Governance
Sources of Corporate Governance
Common Law Rules
Company's own Constitutional Document
Irish Criminal Legislation
The Listing Rules as published by ISE
Combined Code on Corporate Governance (comprising of the UK Corporate Governance Code & ISE Annex) "The Code"
Mainly used by companies quoted on UK SE but many public and private Irish Companies elect to adhere to its terms
Regularly updated to include suggestions put forward at various Committees (e.g. Cadbury, Geenbury)
A UK document modified for use in Ireland by addition of Annex by ISE
A company departing from the provisions of the code must explain in their annual report why under the "comply or explain" principle
Contains Principles of Leadership, Effectiveness, Accountability, Remuneration & Relationship with Shareholders
Irish Company Legislation - Companies Act 2014 rules and regulations around reckless & fraudulent trading. Disclosure from company Directors
Definition of Corporate Governance
Embodies the process by which companies are directed and controlled
The process of Rules, Laws & Institutions that operate together to maximise transparency and accountability within the company's structure
Concerns the Relationship between Directors & Stakeholders in the Company
Embodies the Rules & Procedures on Corporate Affairs & provides a structure to enable the company to meet its aims and have its performance monitored
Distinction between roles of Executive Directors & Non-Executive Directors in relation to CG
Non-Executive Directors: Appointed to manage the business on a transient basis - involved in strategic management at board level & not involved in day-to-day running. Appointed due to their expert knowledge and experience and skills. In relation to Corporate Governance - they MONITOR, BRING AN INDEPENDENT VIEW, AND MAY FORM A COMMITTEE TO DETERMINE SALARY OF THE DIRECTORS
Executive Directors: manage the business on a permanent basis & give continuous attention to the affairs of the business. Hold important positions in the day-to-day running of the business