Welcome to the Deloitte Ireland Centre for Corporate Governance
The demands on Irish Directors have grown enormously in recent years. Corporate Governance is now a major focus of Irish Boards. Irish Directors are facing challenging times with the introduction of mandatory codes and the growing expectation of, and demand for, boards to surpass best practice standards.
The Deloitte Centre for Corporate Governance in Ireland has been established to meet the information needs of Irish Directors. Our website contains thought leadership on mandatory codes of practice as well as useful discussion documents on how best to achieve best practice.
In May 2009, the Department of Finance issued an updated Code of Practice for State Bodies. This represents an update on a previous version from 2001, which itself was an update on the first set of guidelines issued in 1992. Further changes are expected over the coming year to reflect the recommendations of a task force assessing the OECD’s 2008 review of the public service. There are some significant changes to the Code across a number of areas, including Board and Directors, risk management, department relations, and operational and policy procedure.
Of futher interest
- We provide an overview of the most significant changes in a published Deloitte brochure
Central Bank corporate governance code
The Central Bank issued a mandatory Corporate Governance Code for Credit Institutions and Insurance Undertakings on 08 November 2010. The requirements brought significant changes to the boardroom of financial institutions. The Central Bank published a revised Corporate Governance Code for Credit Institutions and Insurance Undertakings in December 2013. The Code sets out minimum statutory requirements on how credit institutions and insurance undertakings should organise the governance of their institutions. The key objective of the Code is to facilitate good corporate governance in those institutions which fall within its remit. The revised Code comes into effect on 1 January 2015.
Of further interest
- Corporate governance code for credit institutions and insurance undertakings 2010
- Corporate governance code for credit institutions and insurance undertakings 2013
- Deloitte corporate governance code services
An effective Audit committee can greatly assist a Board to discharge its duties in ensuring the integrity of financial reporting and contributing to the effectiveness of the system of internal control. Audit committees can make a valuable contribution to all types of organisations across a broad range of governance and legal structures in the private, public and voluntary sectors.
Audit committees require the support of executive management in providing the necessary information and resources to be effective in the key areas of financial reporting, internal control and the audit function - both internal and external. It is essential that Boards, management, internal auditors, external auditors and audit committees themselves work with a common purpose to ensure that companies secure the benefits of improved quality of financial reporting and greater effectiveness of internal controls. Informed, diligent and probing audit committees can enhance confidence in the integrity of business processes and procedures and make a real contribution to good corporate governance in Ireland.
Of further interest
Corporate governance practices in different countries are influenced and determined by an uneven mix of law, regulation, culture and custom. The term corporate governance refers to the system by which companies are directed and controlled. Over the last decade a number of reports have been commissioned into the subject of corporate governance and as a result a number of codes of best practice have emerged. The purpose of these codes of best practice is to increase transparency and accountability in the manner in which companies are governed. Accordingly, these codes of best practice extend beyond the legal requirements set out in the Companies Acts.
The Board of Directors is responsible for the governance of the company. Directors’ powers are collective, in that they are exercised by the board of directors. The directors must act in accordance with the best interests of the company and its shareholders. They have a fiduciary relationship with the company, which is founded in trust and confidence.
Of further interest
- Director’s responsibilities
- Deloitte article “corporate gtovernance in the wake of the Walker review - Implications for Irish institutions”
- UK - The latest developments in corporate governance
- Canada - International best practice on board operations
- Controls reporting – The future of SAS 70
- Speech to the Institute of Chartered Secretaries and Administrators
- Rewarded risk? - The Risk Intelligent Enterprise
- Compliance management meets performance management
- Risk intelligence - Its a time to take risks, educated ones (Public bodies)
- Risk intelligent enterprises - business impact analysis benefits
- Enterprising governance
- Corporate governance guidance and principles for unlisted companies in the UK
The Irish Stock Exchange
The Irish Stock Exchange (ISE) requires Irish listed companies to "comply or explain" against the provisions of the new UK Corporate Governance Code. The most recent edition of the Code was published in September 2012. Like the old Combined Code, the new UK Corporate Governance Code sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders. Companies covered by the code are required either to follow the Code or explain how else they are acting to promote good governance.
Of further interest
The Mullarkey report
The report of the Working Group on the Accountability of Secretaries General and Accounting Officers was compiled by a high level Working Group established by the Minister for Finance, following a Government Decision of 30 May 2000. The group was tasked with examining the authority, responsibility and accountability of Secretaries General and Accounting Officers in relation to financial management in the context of the Performance Management Initiative within the overall Strategic Management Initiative.
The report examines issues concerning the accountability of Secretaries General and Accounting Officers it also sets out numerous recommendations to enhance this accountability and provides timescales for the implementation of these recommendations.
Risk management guidelines for government departments and offices
The risk management guidelines for government departments and offices provides an introduction to the concept of risk management, outlines the roles and responsibilities of managers and staff in establishing and maintaining a robust organisation-wide approach to managing risk and provides a number of specific guidelines that Government Departments should follow in this regard and it describes a number of techniques that can be employed to develop a structured and systematic approach to managing risk.
External board evaluation: ICAI presentation by Melissa Reid 2012
Audit committee brief: Audit committee composition, meeting practices, and education
Improving board effectiveness: Oversight of strategy
"Turning the tide": Thoughts for future of executive remuneration: has normal service resumed?
Corporate governance and the Mahon report: A&L Goodbody - Miriam Kelly (Lexology)
International Corporate Governance Network publishes best practice guidelines on political donations: A&L Goodbody Miriam Kelly (Lexology)
Central Bank of Ireland changes: Threats and opportunities for the chartered director
Risk intelligent governance in the age of cyber threats
Risk angles: Five questions about risk committees
Risk committee resource guide for boards
Risk intelligent proxy disclosures-2011: Have risk-oversight practices improved?
Unique position (Originally published in Chartered Secretary magazine (charteredsecretary.net), June 2011, and posted with permission from Chartered Secretary, copyright 2011)
The people side of risk intelligence: Aligning talent and risk management
Risk intelligent governance: A practical guide for boards