The Console scandal is just another example of the lack of implementation of governance standards in the charitable sector. The public are shocked when these cases get highlighted but we have to understand where these organisations start from and how they are funded and the experience of the persons that end up running the organisations.
In recent months we have seen a number of high profile companies such as Petroceltic and Petroneft at which resolutions have been put forward by shareholders to remove directors from the board. We have also seen a noticeable increase in queries and engagements to remove directors from SME companies. There are various reasons for this
We have written about cases before the Courts where directors have been restricted or disqualified to highlight to directors the important role they play in a company and to remind them of their duties and responsibilities. Many of the cases such as the Glenda Gilson case show the directors being restricted or disqualified. A&L Goodbody
We have a group of companies with one of the companies in the group is regulated by the Central Bank. Can the rest of the group avail of audit exemption? One of the most welcome provisions of the Companies Act 2014 was the introduction of group audit exemption. Sec 359 provides that a small group
We are considering removing the statutory auditor of the company and want to know how we can do this correctly? A company may remove a statutory auditor and appoint, in his or her place, any other person or persons by ordinary resolution of the members. The removed auditor may be replaced by any other person
The Court of Appeal clarified handed down an important decision in an appeal case taken by the Director of Corporate Enforcement against a decision in Re Walfab Engineering Limited. The Court has re-affirmed that no material distinctions exist in the company law obligations of a director of any type of company regardless of the size
Conor Sweeney outlines the important changes affecting the role of Company Secretary following the implementation of the Companies Act 2014. All the Company Secretaries in Ireland breathed a huge sigh of relief when the CLRG recommended to retain the requirement to have a Company Secretary and instead removed the need for a second director for
One significant new requirement in the Companies Act 2014 is the requirement for all loans to or from a company to be approved in writing. This is something directors and business advisor must now be aware of and ensure that the terms of all loans are in writing. Any loans that are in place prior
The rules regarding holding directors meetings and how they meet are provided for in Section 157 to 167 of Companies Act 2014. These provisions may be amended in the constitution of the company. Some of the main directors meetings default provisions are set out below as a guide however before any meeting is convened the
We are due to hold an EGM to amend our constitution. What is the difference between an ordinary and special resolution? Resolutions are decision taken by the members and directors and must be passed in accordance with the constitution and the Companies Act 2014. The Act defines both ordinary and special resolutions of members (shareholders)