CORPORATE GOVERNANCE CODES
The new Irish Corporate Governance Code (the Irish Code) applies to financial years commencing on or after 1 January 2025 for Irish incorporated companies with an equity listing on Euronext Dublin under the Euronext Dublin Listing Rules. Where a company is dual listed in both Ireland and the UK, the Euronext Dublin Listing Rules permit it to apply the UK Corporate Governance Code (the UK Code), the revised version of which applies to financial years beginning on or after 1 January 2025 (reporting 2026), save for Provision 29 which will apply to financial years beginning on or after 1 January 2026. Companies subject to the UK Listing Rules continue to be required to report against the UK Code.
For more information, read our Insights: Introduction of Irish Corporate Governance Code and Revised UK Corporate Governance Code Published.
2025 VOTING GUIDELINES
ISS published its final 2025 Proxy Voting Guidelines for Ireland and the UK and the US on 9 January 2025 following publication of its Benchmark Policy Changes in December 2024. The 2025 Proxy Voting Guidelines will apply for AGMs held on or after 1 February 2025. For Ireland and the UK, policy updates relate to executive remuneration and board diversity. For the US, policy updates relate to poison pills, SPACs, general environmental proposals and executive compensation.
Glass Lewis published its 2025 Benchmark Policy Guidelines for Ireland, the UK, the US and for Shareholder Proposals & ESG-Related Issues. The Guidelines apply for AGMs held from 1 January 2025. Both the Irish and UK Guidelines this year include a policy change relating to board gender diversity, amongst other amendments. The US Guidelines include a new section on AI and outline Glass Lewis' policy view on unvested awards in the event of a change in control (in addition to other clarifications). A new section on AI has been added to the Guidelines for Shareholder Proposals & ESG-Related Issues.
For more, see our recent Insights: ISS Consults on 2025 UK and Ireland Voting Policies, Proxy Advisors Publish US Voting Policies and Guidelines, Glass Lewis Publishes 2025 Policy Guidelines for Ireland and Glass Lewis Publishes 2025 UK and ESG Policy Guidelines.
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.
