With the recent introduction of the IFIA Corporate Governance Code for Collective Investment Schemes and Management Companies (the "Code"), there is an increased focus on the role and on performance of directors on fund/management company boards. While the Code is voluntary, it has been adopted by most Central Bank authorised funds and management companies. Good governance requires that the performance of a board of directors be evaluated on an on-going basis and this is reflected in the Code which expects that the overall performance of the board and that of individual directors be reviewed annually and a formal review of the Board and the Chair be carried out and documented at least once every three years.
To assist in compliance with the Code, a board should ensure that directors are aware of the relevant policies and procedures that apply to their fund and can avail of adequate and sufficient training to enable them to discharge their duties.
In advising clients in relation to complying with the Code and its various requirements, Dillon Eustace has identified a number of key areas in which boards might consider formal training in relation to their commitments under the Code and, more generally good corporate governance for their Board.
Dillon Eustace can tailor a training programme to suit the needs of your board and deliver it in a confidential interactive setting in which directors will have an opportunity to raise issues that are of concern to them. These training sessions can be arranged to tie in with your quarterly board meetings here in our office or can be delivered at any other convenient location. Some of the topics in which Dillon Eustace can provide training include:
Understanding the Board's Role
In considering whether to adopt the Code, directors have been forced to look much more closely at the role of the board and the role that directors play on the board. It is important for directors to understand their duties and responsibilities, both at common law and those imposed by statute and regulation in the context of the fund/management company they act for. Directors should also have a clear understanding of the provisions of the Code which have been adopted and which will need to be considered on an annual basis before the end of each accounting period for the fund/management company.
Creating and Maintaining an Effective Board
The Code focuses closely on the make-up of a fund/management company board in terms of