Consultation Paper on Irish Corporate Governance Annex

In early 2010, the Irish Stock Exchange (‘ISE’) and the Irish Association of Investment Managers the (‘IAIM’) commissioned a report on compliance with the Combined Code on corporate governance (the ‘Report’).  At the time of publication the ISE gave an undertaking to consider how best to implement the nine Recommendations arising from the Report.  To this end the ISE issued Consultation Paper 01-10.

The Consultation Paper proposed that the code applicable to Irish listed companies should mirror all aspects of the UK Corporate Governance Code (regarded internationally as being one of the pre-eminent codes on corporate governance).  There were also proposals to implement the recommendations of the Report commissioned by the ISE and IAIM.   In effect, the Consultation Paper proposed the introduction of a new a standalone Irish Corporate Governance Code (“the Code”).

Please find attached the Consultation Paper and for ease of reference a draft version of the Irish Corporate Governance Code marked up to the UK Corporate Governance Code.

This consultation ultimately led to a new Irish Corporate Governance Annex (“the Irish Annex”). For further information please click here.

The ISE published new Listing Rules (“the Rules”) which require Irish listed companies with a primary listing on the Main Securities Market to comply or explain against additional corporate governance provisions which arise from the recommendations contained in the Report. These Rules, contained in the Irish Annex, supplement the existing provisions which require Irish listed companies to comply or explain against the requirements of the UK Corporate Governance Code.  These Rules were introduced following the consultation exercise which resulted in two feedback statements.

The new Rules were effective immediately, therefore Irish listed companies with accounting periods commencing on or after 18th December 2010, are required to comply or explain against the Irish specific corporate governance provisions in the Irish Annex. The requirement to comply with the UK Corporate Code is already in place, having applied to Irish listed companies with accounting periods beginning on or after 30th September 2010.

Following the publication of the Irish Annex, a letter was sent to all Irish listed companies with a primary listing on the Main Securities Market giving some views on what companies should take into account when assessing whether their descriptions of Board committee activities are meaningful.