Wednesday 3 June 2009

Ireland: the Corporate Governance (Codes of Practice) Bill 2009

Earlier this year one of Ireland's opposition parties, the Labour Party, published far reaching proposals for the reform of corporate governance. Its leader, Eamon Gilmore TD, has since introduced a Bill in the Dáil: the Corporate Governance (Codes of Practice) Bill 2009. The purpose of the Bill is to require the Central Bank and Financial Service Authority of Ireland to prepare for Ministerial approval a binding code of corporate governance practice. 

Section 6 of the Bill provides some of the code rules including: a prohibition on the same person holding the position of chairman and chief executive; a prohibition on a former chief executive becoming chairman of the same company; and a limit on the number of boards on which a non-executive director may sit. Of particular interest is Section 2, which provides the following definition of "good corporate governance":

... policies and practices relating to the way in which a company is directed, administered and controlled so as - 

(a) to contribute to better company performance by helping a board discharge its duties in the best interests of shareholders,
(b) to facilitate efficient, effective and entrepreneurial management that can deliver shareholder value over the longer term, and
(c) to promote ethical and responsible decision-making, compliance with regulatory requirements and confidence in corporate reporting and governance”.

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