Corporate Governance & Regulation by Ronan Keane And Ailbhe O'Neill

Date01 January 2010
Thomson Round Hall
ISBN 978–1–858–00–510–5
Paul R. Dobbyn
This work is a valuable contribution to the debate on corporate governance
and regulation in Ireland.
The book is a compilation of essays covering a broa d range of issues.
While the contributors are practising or academic lawyers, t hrown within
this mix is an essay from an economist which provides an insightful link to
the lack of corporate governance and our current economic woes.
In Part I of the book titled Governance and the Role of the Company
Director”, Dr Courtney’s essay addresses the matter of compliance statements
under Section 205E of the Companies Act, 1990 (as inserted by Section 45
of the Companies (Auditing and Accounting) Act, 20 03). The essay traces
the historical background to the section , the catalyst f or which was the
DIRT enquiry. The section, while enacted, has never commenced and Dr
Courtney provides a contextual background to the current position, starting
with the public outcry from the business community to what was perceived
to be a draconian piece of legislation, to the current proposal as contained
within Section X of the contemplated Companies Bill. In his essay he
identifies the main grounds of objection. The Company Law Review Group
of which Dr Courtney is Chairman was asked by the Government to produce
a report following the outcry from the business community and the es say
contains a summary of the rep ort inclu ding its five principal recommen -
dations. Dr Courtney reminds us that the revised wording as recommended
was a compromise as the CLRG had recommended the repeal of “Section
45” and its non-replacement. I am often surprised how time pales issues
which at their time were the subject of heated debate into relative
insignificance and the essay provides an essential record on the issues. But
this essay i s more than o ne of histori cal record as no doubt whe n the
Companies Bill is introduced (currently expected to be in September 2010)
we will realise the matter has not gone away but has merely been sleeping.
Dr Ailbhe O’Neill’s essay titled Taming Directors: In search of a
principled approach” contains a comparative review across jurisdictions
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