Corporate Governance and

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• Corporate Governance and
• Directors Responsibilities
• Presentation to
• Local Development/Urban Based Partnership
  Companies
• Kevin Prendergast

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Presentation Overview

• Role of the ODCE
• Presentations
• Market research
• The Healthcheck
• Company Law, Why should you care?
• Sources of Information

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Role of the ODCE

• To encourage compliance with Companes Acts
• Publications
• Information/Assistance
• Exhibitions
• Presentations
• Where necessary to enforce the law

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Presentations

• 45 presentations made in 2007
• Throughout the country on a wide range of issues
• Information/education for company directors
• Updates for professionals
• Courses for students covering company
  law/compliance issues

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Market research

• Market research commissioned in late 2007
• Directors of small companies
• Had lowest awareness of ODCE
• Had lowest exposure to ODCE information
• Saw least improvement in compliance generally

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The Healthcheck

• Corporate Healthcheck
• Overview of companies and company directors
  responsibilities under Company Law
• Grouped into themes to aid understanding
• Designed for utility
• Acts as a checklist for future reference

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The Healthcheck

• Corporate Healthcheck
• Overview of ODCE and its activities, including
  enforcement
• Review of penalties under the law
• Other sanctions available to the ODCE
• Restriction
• Disqualification
• Court Orders/Investigations

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The Healthcheck

• Corporate Healthcheck
• What is a company
• Role of directors and members
• Function of committees/management boards etc.

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The Healthcheck

• Corporate Healthcheck
• Registered Office, Emails and websites,
  Directors, Directors Addresses
• Books Records, Books of Account, Location of
  Books of Account
• Audits, Board Meetings, General Meetings
• Annual Returns, Transactions with Directors,
  Insolvency

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The Healthcheck

• Corporate Healthcheck
• Fiduciary duties
• Most common breaches reported to the ODCE
• What to do
• Sources of Information

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Presentations

• Corporate Healthcheck
• Delivered successfully to Enterprise Ireland
  funded programmes, Enterprise Boards, and small
  business networks
• Also to not for profit organisations established
  as limited companies
• Positive feedback and repeat visits

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Presentations

• As part of our compliance remit, this service is
  available free of charge, subject to resource
  constraints
• Some interest already from new development
  companies

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Corporate Governance
A Code for the Voluntary and Community Sector,
UK, June 2005

• Set strategic goals of the organisation
• Review of financial and other internal controls
  to ensure risks are addressed
• Daily operation delegated to management
• Ensure roles are clear, and that appropriate
  skills and where necessary training is provided

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Corporate Governance

• Board should review its own operations
• Strategy for its own renewal
• Delegation must be properly documented, with
  sufficient powers but with clear limits
• Highest ethical standards, no conflicts
• Open, accountable, and communicative

www.governancehub.org.uk
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Sources of Information

• ODCE Information books
• 7 booklets, covering powers and responsibilities,
  of companies, directors, secretaries, members,
  creditors, auditors, liquidators, receivers and
  examiners

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More Common Breaches

• On the basis of information coming to ODCE
  attention, the following are some of the more
  common breaches
• transactions with directors - breaches of
  directors loans provisions
• 138 reports to ODCE
• E-communication issues
• 86 reports to ODCE
• reckless/fraudulent/insolvent trading
• 52 reports to ODCE
• Shareholder rights
• 65 reports
• failure to keep proper books of account
• 40 reports

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What to do?

• Advice to Directors
• Ask questions
• Dont assume anything
• Know your powers, and responsibilities
• Discuss issues dont avoid them
• Seek professional advice
• Consult your company secretary/auditors/legal
  advisors
• Possibility of insurance

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• Questions and Answers?
• www.odce.ie