Changes in Corporate Governance Requirements under the Companies Act 2014

Some significant changes in the company law requirements regarding corporate governance as a consequence of the Companies Act 2014, include:

• Directors’ duties
• Directors’ compliance statement
• Audit committee
• Summary approval procedures 
• The ability of certain companies to dispense with the requirement to hold an AGM

"Table A" provisions now statutory defaults   

Chapter 4 of Part 4 incorporates a number of provisions which were previously set out in Table A of the Companies Act 1963.  These provisions have, for the most part (exceptions include those relating to the keeping of minutes of directors’ meetings and audit committees) been included in the Act as statutory defaults meaning that a company is required to comply with them unless the company’s constitution specifically determines otherwise.    This has the advantage that new company constitutions do not have to replicate the standard administrative provisions where the statutory default is adopted whereas previously the equivalent Table A provisions would have been expressly stated in the articles of association of the company.  The Table A provisions thus adopted as statutory defaults all relate to the proceedings of directors.

There is much detail in Parts 4, 5, 16, 17, 18 and 19 of the Companies Act 2014 and close attention will need to be paid, by company directors, secretaries and officers, to all of the Act’s provisions appropriate to the company type.   Some other governance related changes are set out here.

Useful link

http://www.mccannfitzgerald.ie/McfgFiles/knowledge/6876-Directors%e2%80%99%20Meetings_2.pdf