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Irish Centre for Commercial Law Studies Seminar

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.

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Irish Centre for Commercial Law Studies Seminar

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  1. Irish Centre for Commercial Law Studies Seminar 5 December 2002

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

  3. Outline of Presentation • Responsibilities of Company Directors • Role of the ODCE • Conclusion

  4. 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

  5. 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

  6. 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

  7. 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

  8. 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

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

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

  11. 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

  12. 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

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

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