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IAPF Evening Seminar, Burlington Hotel, 17 September 2002

IAPF Evening Seminar, Burlington Hotel, 17 September 2002. “Corporate Governance – an Issue for the Director of Corporate Enforcement?” Paul Appleby. Outline of Presentation. What is the Role of the Director? What is our Strategy to help improve Standards?

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IAPF Evening Seminar, Burlington Hotel, 17 September 2002

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  1. IAPF Evening Seminar,Burlington Hotel, 17 September 2002 “Corporate Governance – an Issue for the Director of Corporate Enforcement?” Paul Appleby

  2. Outline of Presentation • What is the Role of the Director? • What is our Strategy to help improve Standards? • What is the Role of Pension Fund Trustees?

  3. The Director’s Role (1) What My Legal Role Comprises: • To encourage compliance with the Companies Acts • To investigate suspected breaches of the Acts • To prosecute/sanction unlawful behaviour • To supervise liquidators and receivers

  4. The Director’s Role (2) What My Legal Role Does Not Comprise: • Other Legislation (i.e., non-company law) • Listing Rules • Combined Code on Corporate Governance • Accounting/Auditing Standards

  5. The Director’s Role (3) Companies Acts Requirements: • Identification; • Disclosure; • Accountability; • Adherence to Certain Obligations;

  6. The Director’s Role (4) Companies Acts Requirements: • Independence; • Acceptance of Certain Restrictions; • Prohibitions.

  7. The Director’s Strategy (1) Encouraging Compliance: • Publishing accessible company law information • Introduction to the ODCE • Guide to the Company Law Enforcement Act • Consultation Papers/Decision Notices

  8. Companies Company Directors Company Secretaries Shareholders Auditors Creditors Liquidators Receivers Examiners The Director’s Strategy (2)Encouraging Compliance (continued):Guidance on the Duties and Powers of -

  9. The Director’s Strategy (3) Encouraging Compliance (continued): • Public Presentations, Meetings, Website (www.odce.ie); • Company Law Developments; • Best Practice Review.

  10. The Director’s Strategy (4) Encouraging Reporting of Non-Compliance: • Auditors; • Liquidators; • Professional Bodies; • Members of the Public.

  11. The Director’s Strategy (5) Evaluating/Sanctioning Suspected Breaches: • Company Investigations • Company Law Prosecutions • Restrictions/Disqualifications of Directors, etc. • Other Remedial Measures

  12. Role of Pension Fund Trustees (1) Members’ Rights under Company Law: • Approval of Amendments to the Articles of Association; • Access to Company Information; • Participation at General Meetings; • Access to Court Remedies - • Correcting Defaults in Compliance; • Company Investigations.

  13. Role of Pension Fund Trustees (2) Vis-à-vis Investment Managers - • What evaluation/selection criteria do they employ? • What importance do they attach to corporate governance best practice? • What investee companies now comply with best practice? • To what extent have corporate governance weaknesses been responsible for any recent portfolio value losses? • What changes have they made or propose to make to evaluation/selection criteria because of recent events?

  14. Role of Pension Fund Trustees (3) Independent Checks: • Are selection criteria consistent with the trustees’ stated policies/objectives? • Are the selection criteria consistently applied? • What investee companies adhere to the Combined Code? • Are explanations of non-compliance convincing? • What is the investee company’s policy on risk management, i.e., Turnbull? • Are non-executive directors truly independent?

  15. Role of Pension Fund Trustees (4) • Control/Influence Issues for Pension Fund Trustees; • Quality Corporate Governance Reduces Risk; • Inaction on Governance Issues is not tenable; • Reward Quality Corporate Governance.

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