The Company Compliance and Governance Practice group assists companies, their directors, secretaries and managers to comply with their statutory obligations by providing technical and practical advice and assistance. The group provides a full spectrum of assistance with respect to the statutory responsibilities and obligations of companies, directors and officers. The core services provided by the group are corporate governance and company law advice, company secretarial and legal and compliance risk. These services combined provide companies corporate compliance risk management service, which is positioned to draw on the expert specialist practice groups within Arthur Cox.
Companies Act 2014
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Corporate governance is the system by which companies are directed and controlled. Corporate governance systems are made up of processes and structures. Processes are concerned with how things are organised in a company, such as the flow of information, internal controls and the preparation and publication of financial statements. Structures are concerned with the composition of stakeholders. The major corporate governance stakeholders of most companies are likely to be the shareholders, board of directors and management, with other stakeholders being the chairperson, Non-Executive Directors (NEDs), sub committees of the board, the auditors, as well as others such as employees and regulators.
The group’s focus is on directors’ duties and evidencing discharge of those duties. We assist Board of Directors and management by tailoring a plan to meet the needs of the company and assisting management to plan the management of information and determining the “right information”.
In working with our clients we assist companies with the following:
- To map out their legal entity universe.
- In identifying the issues responsible directors should have on their radar at quarterly board meetings and the information that they should receive to address those issues.
- To work more efficiently and effectively, for example by using joint agendas where there is more than one trading company, by equalising the articles of association, etc.
- To be “demonstrably compliant” i.e. documentary evidence of compliance, documentary outputs including Board agendas and minutes of meetings.
Company Secretarial: Services
The directors and secretaries of Irish companies are obliged to ensure that their companies comply with the requirements of the Companies Acts.
The full spectrum of company secretarial services is available to our clients which includes annual secretarial services, management of changes in officers and constitution, corporate restructuring, corporate governance advice and transaction support.
Annual Secretarial Services
Companies’ secretarial compliance obligations are on-going. Working with our clients we can produce an annual secretarial compliance plan. Our annual secretarial services package includes:
- Providing our nominee company, Bradwell Limited, to act as company secretary, assistant company secretary or supporting our clients’ own company secretary.
- Installing and maintaining client-companies’ statutory registers on our database.
- Preparing companies’ annual returns for signature and filing in the Companies Registration Office. We can also prepare documents and resolutions necessary to convene, hold and minute the Annual General Meeting and to approve the annual audited accounts or the documents and resolutions necessary to approve the accounts but to dispense with the holding of an AGM where permitted.
- Provision of a registered office facility for our clients.
- Being appointed Electronic Filing Agent for our clients to facilitate efficient filing of changes in the Companies Registration Office.
- Assisting our foreign client companies to comply with their obligations where they establish branch or place of business in Ireland.
Special Company Secretarial Services
From incorporation onwards, we offer support in the management of changes of officers and constitution, including the drafting of resolutions, convening meetings, providing advices and filing prescribed forms in connection with:
- Formation of companies
- Procuring bonds for non-resident directors
- Changes in companies’ directors
- Changes to companies’ memoranda and articles of association
- Name changes
- Transfers and allotments of shares
- Conversion from one company type to another and re-registration
- Voluntary strike-off and reinstatement to the register of companies
- Voluntary winding-up
Bespoke Company Secretarial Services
We provide chartered secretaries or solicitors to attend board meetings and annual general meetings to take minutes and advise on compliance with the Companies Acts. Every year sees the passing of new statutes or statutory instruments that change the compliance obligations on Irish companies. To support our clients, we can provide an upstream corporate compliance risk management service in the nature of a new-obligations’ checklist.
Legal & Compliance Risk
The Board of Directors must manage risk, but only identified risks can be managed and so the first step in managing risk is to identify and classify the risks relevant to the company. Legal and compliance risk is the risk that a company will breach its legal obligations. The group provides practical assistance and support to companies in:
- Identifying the laws, regulations, industry codes and other rules that are relevant to their organisation or business; and
- Defining the framework to manage the risk of a breach of those laws.
The management of legal and compliance risk is a pro-active approach which requires the establishment of policies, procedures and controls, together with a framework for ensuring that the company remains “demonstrably compliant”. While a compliance framework may be encapsulated in policies, it is only effective if it has been translated into the day-to-day operational activities of the company. In addition, the Board of Directors and management can only gain reasonable assurance that legal and compliance risks are appropriately addressed where there is evidence of procedures and controls being consistently applied, thus necessitating the requirement to conduct a test of compliance.
While compliance must translate in to the day-to-day operations and systems, compliance procedures must be drafted with operations and systems in mind. Operations and systems must be designed to minimise margin for error, manual intervention and maximise efficiency.
In working with the Board of Directors or management of a company, the group can assist the company with the following:
- To identify its compliance universe and in working with the specialist practice groups within Arthur Cox to provide legal advice and assistance where required.
- By formulating recommendations relating to operational activities and controls in addressing obligations.
- To implement policies and procedures which are practical and proportionate and applicable to daily operations.
- To define a compliance framework, including defining management information requirements, key risk indicators, compliance testing and the reporting requirement of the Board of Directors.
The Company Compliance and Governance group is comprised of a highly experienced team of company law and corporate governance specialists. The group is headed by Dr Thomas B Courtney, Partner, who is supported by James Heary, Manager. The group comprises of teams of company law specialists, chartered secretaries and legal and compliance risk specialists.
Directors, secretaries, officers and senior management of Irish companies face ever-changing legal and regulatory landscapes. Arthur Cox’s Company Compliance and Governance group is dedicated to helping companies, and their directors, secretaries and managers comply with their statutory and regulatory obligations by providing them with technical and practical support and assistance.