ARTICLE
27 May 2025

Board Performance Review - Nature And Frequency

AC
Arthur Cox

Contributor

Arthur Cox is one of Ireland’s leading law firms. For almost 100 years, we have been at the forefront of developments in the legal profession in Ireland. Our practice encompasses all aspects of corporate and business law. The firm has offices in Dublin, Belfast, London, New York and Silicon Valley.
The importance of regular Board Performance Reviews has been recognised across numerous industries and sectors, with many organisations expected to perform an informal internal review annually...
Ireland Corporate/Commercial Law

The importance of regular Board Performance Reviews has been recognised across numerous industries and sectors, with many organisations expected to perform an informal internal review annually, while others must also ensure that a formally documented, if not an external review, is performed on at least a tri-annual basis.

It is notable that the principle of proportionality features much more predominantly in the requirements that apply to organisations operating in the private sector, where the need to perform a Board Performance Review is often a function of the organisation's market capitalisation or the risk they pose to the wider economy. In comparison, organisations operating in the public sector are subject to a blanket requirement to perform internal and external reviews, regardless of their scale or size.

With our deep knowledge and experience of the statutory responsibilities and obligations of companies, directors, and officers, along with a "good practice" approach to practical leadership and governance, our team is well-positioned to provide external reviews and help guide internal reviews for organisations and their Boards.

All of our reviews are carried out in accordance with the latest version of the Chartered Governance Institute UK & Ireland Code of Practice for Board Reviewers (September 2023).

Code of Practice Date of Publication Annual Review (Internal) Tri-Annual Review (External) Comment
Irish Corporate Governance Code (Euronext) Sep 2024 Required Required External review required every 3 years for firms with market cap > €750m.
UK Corporate Governance Code (FRC) Jan 2024 Required Required External review required every 3 years for FTSE 350 companies.
Corporate Governance Requirements for Insurance Undertakings (CBI) 2015 Required Required  
Corporate Governance Requirements for Credit Institutions (CBI) 2015 Required Required  
Corporate Governance Requirements for Investment Firms and Market Operators (CBI) 2018 Not Required Not Required  
Corporate Governance Code for Collective Investment Schemes and Management Companies (IFIA) 2012 Required Not Required Annual review to be followed by a formal, documented review every 3 years. Formal review may be performed internally.
Corporate Governance Code for Fund Service Providers (IFIA) 2014 Required Not Required Chair to be reviewed every 3 years.
Code of Practice for the Governance of State Bodies Aug 2016 Required Required  
Charities Governance Code (CRA) 2021     Principle 5: Working Effectively sets out the expectation that charitable bodies will 'from time to time, review how your board operates', conduct a 'regular review [of] the effectiveness of your board as a whole' and 'do regular skill 

This article contains a general summary of developments and is not a complete or definitive statement of the law. Specific legal advice should be obtained where appropriate.

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