Irish Centre for Commercial
Law Studies Seminar
5 December 2002

“Ensuring Best Corporate
Business Practices for Solvent
Companies”
Paul Appleby
Director of Corporate Enforcement

Outline of Presentation

Responsibilities of Company Directors

Role of the ODCE

Conclusion

Directors’ Responsibilities (1)

The Company – a Separate Legal Person

General Duties and Responsibilities

Fiduciary Responsibility

Transactions between Director and
Company

Act with Due Care, Skill and Diligence

Disclosure Requirements

Directors’ Responsibilities (2)
Maintaining Company Documents

Register of Directors and Secretary
 Register of Directors’/Secretary’s interests

Register of debenture holders
 Directors’ Service Contracts

Register of Members

Minute Books

Directors’ Responsibilities (3)
Basic Operational Obligations

Keeping proper books of account

Holding the annual general meeting (AGM)

Circulating to members before every AGM a signed copy of the balance sheet, profit and loss account, director's and auditor's report

Holding an extraordinary general meeting when circumstances require

Directors’ Responsibilities (4)
General Filing Obligations

Change in constitution of company

Change in registered office

Change of directors/secretary

Increase in Nominal/Issued Capital

Annual return

Mortgages and charges

Directors’ Responsibilities (5)

Duty to ensure that legal requirements are complied with

An officer in default is any person who authorises or permits a default

Burden of proof rests with the director to show that all reasonable steps were taken

ODCE Role and Powers (1)
Compliance Role

Public presentations

Information strategies

Printed media

Electronic media

Engaging with professional bodies

Other Initiatives

ODCE Role and Powers (2)
Encouraging Reporting of Non-Compliance

Auditors

Liquidators

Professional Bodies

The General Public

State Authorities

ODCE Role and Powers (3)
Investigations

Entitlement to access Company Documents

Fact-Finding Company Investigations

Criminal Investigations

Powers of Search, Seizure and Arrest

Power to access Bank Documents

ODCE Role and Powers (4)
Detected Breaches of the Acts

Seek to impose an administrative fine

Seek Court Order to remedy a Default

Initiate a summary prosecution

Refer the case to the DPP for decision

Conclusion

Company Law Review Group

Simplification/Consolidation Project

IAASA Bill
 New Directors’ Duties
 New Auditors’ Duties

EU Legislation