Dáil Éireann Debate, Tuesday - 22 February 2022
101. Deputy Louise O'Reilly asked the Tánaiste and Minister for Enterprise, Trade and Employment the measures that he plans to introduce to clearly define the functions and responsibilities of public interest directors and any directors of incorporated bodies appointed by a Minister, a chief executive of a local authority or by the members of a local authority; and if he will make a statement on the matter. [9940/22]
View answer102. Deputy Louise O'Reilly asked the Tánaiste and Minister for Enterprise, Trade and Employment the fiduciary responsibilities of persons appointed by a Minister, a chief executive of a local authority or by the members of a local authority to be directors of incorporated bodies; if he is satisfied that the Companies Act 2014 adequately provides for such in respect of these public appointments; if so, if such includes a fiduciary responsibility to the appointing authority; and if he will make a statement on the matter. [9941/22]
View answerI propose to take Questions Nos. 101 and 102 together.
The Companies Act 2014 sets out a comprehensive code of director's duties.
Any director of a company that comes within scope of the Act, regardless of whether or not they are a State appointed director, is subject to the requirements of company law to act in what he or she believes to be in the interests of the company to which they are appointed. These are the director’s fiduciary duties which are owed to the company. Section 228 of the Companies Act 2014 sets out the principal fiduciary duties of directors which are to:
- act in good faith in what the director considers to be the interest of the company;
- act honestly and responsibly in relation to the conduct of the affairs of the company;
- act in accordance with the company’s constitution and exercise his or her powers only for the purposes allowed by law;
- not benefit from or use the company’s property, information or opportunities for his or her own or anyone else’s benefit unless the company’s constitution permits it or a resolution is passed in a general meeting;
- not agree to restrict the director’s power to exercise an independent judgment unless this is expressly permitted by the company’s constitution;
- avoid any conflict between the director’s duties to the company and the director’s other interests unless the director is released from his or her duty to the company in relation to the matter concerned;
- exercise the care, skill and diligence which would be reasonably expected of a person in the same position with similar knowledge and experience as a director.
Where a director of a company acts in breach of his or duty, he or she may be liable to indemnify the company for any loss or damage arising from that breach.
