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

• Date: 01 January 2010

CORPORATE GOVERNANCE AND REGULATION

RO NAN KEAN E AN D AI LBHE O’N EILL

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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