Governance and compliance are sometimes seen as being solely
concerned with big business, so much so that when we think of the
necessity for proper management and regulation, or the consequences
of a failure to implement such, we instinctively picture corporate
giants like FIFA, Volkswagen or Anglo Irish Bank. In reality
governance and compliance are essential cornerstones of every
organisation − big and small − operating in
all sectors of the economy.
As part of its mission to promote dynamic awareness of this
fact, ICSA: The Governance Institute is embarking on a joint
initiative with The Wheel, Ireland's support and representative
umbrella network for community, voluntary and charitable
organisations. This exciting collaboration centres on the provision
of training courses to raise awareness across the charity sector of
the legal responsibilities and duties of directors and company
secretaries and the ways in which many of those responsibilities
have changed or deepened with the introduction of the Companies Act
2014 (the "Act").
The majority of Ireland's charities are companies limited by
guarantee without share capital, and thus are legally obliged to
comply with the provisions of the Act. One of core provisions of
the Act is the requirement for a company secretary who is fully
resourced and skilled to the level necessary for carrying out their
duties. Failure to ensure sufficient resources and an adequate
skillset will be treated as a breach of the Act for which all
directors can be held legally accountable. This is no small matter,
as another notable feature of the Act is the introduction of very
significant penalties which can run to fines of €500,000 or
terms of imprisonment of up to ten years.
This new legislation coincides with a period of intense media
and government scrutiny which has arisen not only because of high
profile failures within big business, but also because of
governance and compliance issues located specifically within the
charity sector, Console being the most recent case in point. The
work that Ireland's charitable organisations carry out is
invaluable, providing essential service to those who are most in
need or who have been neglected by other sectors across society.
However, there remains as much of a requirement here as in any
other sector to ensure that proper levels of governance,
accountability and regulatory oversight are established and
nurtured. The significance of this requirement cannot be emphasised
enough, as it plays a fundamental role in maintaining the trust of
partners, patrons and sponsors, the general public, and all those
who rely on charities' vital services.
To this end The Wheel has already undertaken significant
measures and worked energetically to oversee and help charities to
integrate effective governance structures. The new partnership with
ICSA will bring a wealth of experience and industry-leading insight
to build on the existing knowledge base, harnessing ICSA's
particular expertise to ensure that charity directors and
secretaries know their governance and compliance duties and
responsibilities. It will also ensure that they have a clear view
of the Act and the specific ways in which it impacts on their
charity and the consequences of failure to implement it.
Every healthy, functioning organisation, including charitable
organisations, need to be underpinned by a culture of strong
governance. This important and timely initiative between ICSA and
The Wheel will widen the recognition of both, the need for such
governance and, crucially, the ubiquity of that need.
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guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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With a view to promote corporate transparency and prevent misuse of corporate vehicles for illicit purposes such as corruption, tax evasion, money laundering, the Financial Action Task Force ("FATF")...
An assignment of rights under a contract is normally restricted to the benefit of the contract. Where a party wishes to transfer both the benefit and burden of the contract this generally needs to be done by way of a novation.
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