Insights

Ten Commandments of Good Corporate Governance, Protect Your Reputation and Assets

 

Paul Keane pkeane@reddycharlton.ie

BACKGROUND

Limited liability but directors can be liable:-

  • General legislation
  • Fiduciary duties
  • Duties of care and skill
  • Company legislation

GENERAL LEGISLATION

  • Tax
  • Consumer legislation
  • Employment law
  • Environmental law
  • Sector specific regulation

WHEN?

  • Connivance with/consent to breaches
  • Negligence in ensuring compliance

FIDUCIARY DUTIES

  • Duty to act honestly and in best interests of company
  • Not to benefit from conflict of interest

DUTIES OF CARE AND SKILL

  • Not required to exercise any greater degree of skill than may be reasonably expected from a person of his knowledge and experience
  • Marquis of Bute

COMPANY LEGISLATION

  • Reckless trading
  • Fraudulent preference
  • Maintaining proper books of account
  • Filing returns and accounts
  • Loans to directors
  • Restriction and disqualification of directors

 CORPORATE LEPROSY

  • Restriction and disqualification of directors
    • Duty to act honestly and responsibly
    • Burden of proof on directors
    • Restriction order
  • Publicly branded
  • Contamination of other companies
  • Warning of restriction
  • Joe Burke case

TEN COMMANDMENTS

  • Proper board meetings and minutes
  • Risk and compliance assessment
  • Keep proper accounts
  • Statutory books of the company
  • Budget and management accounts
  • Review viability
  • Remedial measures
  • Communicate with your creditors
  • Insolvency option
  • If nobody listens, go

Keywords: Publication, Commercial Law, Company Secretarial, Corporate Transactions, Insolvency, Paul Keane

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