How to improve board performance

The Company Law Review Group is an expert advisory body charged with advising the Minister for Enterprise, Tourism and Employment on the review and development of company law in Ireland. It was accorded statutory advisory status by the Company Law Enforcement Act 2001, which was continued under Section 958 of the Companies Act 2014. The CLRG operates on a two-year work programme which is determined by the Minister in consultation with the CLRG.

The CLRG consists of members who have expertise and an interest in the development of company law, including practitioners (the legal profession and accountants), users (business and trade unions), regulators (implementation and enforcement bodies) and representatives from Government Departments and Agencies and the Revenue Commissioners. The Secretariat to the CLRG is provided by the Company Law Review Unit of the Department. The Institute’s nominee on the CLRG is Salvador Nash.

The CLRG is established to monitor, review and advise the Minister on matters pertaining to company law. In doing so, it is required to “seek to promote enterprise, facilitate commerce, simplify the operation of the Act, enhance corporate governance and encourage commercial probity” as per section 959(2) of the Companies Act 2014.

The CLRG submits its recommendations on matters in its work programme to the Minister. The Minister, in turn, reviews the recommendations and determines the policy direction to be adopted.

The current work programme for 2024 – 2026 is set out below:

• Consider court appointed inspectors by third parties under the Companies Act in s.747.
• Review the provisions and process pertaining to the disclosure of the director’s residential addresses having regard to company transparency requirements and GDPR.
• Review examinership law in the context of applying optional articles of the Preventative Restructuring Directive (PRD), having regard to developments at domestic, EU and international level.
• Review sections 224-233 of the Companies Act 2014 (as amended) for any potential anomalies in the duties directors owe to the company.
• Examine the terms and scope of section 1417 of the Companies Act 2014 pertaining to the recognition of winding up orders made in the U.K.

In addition, the CLRG Standing Items are:

• Provide on-going advice to the Department of Enterprise, Tourism and Employment in relation to EU and international proposals on company law.
• Examine and make recommendations on whether it is necessary or desirable to amend company law in line with recent case law and submissions received regarding the Companies Act 2014.
• Review enforcement provisions of company law and if appropriate, make recommendations for change.

Of particular interest to our members is the disclosure of directors’ residential address and a review of directors’ duties. These issues will be considered by the Corporate Governance Committee of the CLRG which is chaired by Salvador Nash. Members are invited to make submissions to IrishCouncil@cgi.org.uk by 30 April 2025 for directors’ duties.