Any company that wishes to list on the Irish Stock Exchange’s main market must implement the UK Corporate Governance Code and its Irish Annex.
While the legal obligation to comply with the Code only applies to companies listed on the main market, the Irish Stock Exchange’s own Listing Rules require companies on the secondary market to report on how they have applied the principles of the Code or, where they have not applied those principles, to explain why.
The UK Corporate Governance Code is subject to regular review and updating. It was last reviewed in 2012 and, as a result, new principles on gender diversity on boards were incorporated.
At the EU level, negotiations on a draft Directive on gender balance on boards are at an early stage. Moreover, the Commission has recently adopted a proposal to amend the Accounting Directives to impose new obligations on listed companies to report non-financial information, such as company policies on the environment and employee related matters, and negotiations between the Council and the Parliament on this are just beginning.
Meanwhile, I recently introduced the Companies Bill 2012 in the Dáil, with the Second Stage debate taking place last April. That Bill consolidates and reforms the existing canon of company law. One novel feature of the Bill is that it will bring together into one statutory provision all the existing fiduciary duties of directors, to make them more accessible and comprehensible to all.