One of the features brought in under the Companies Act 2014 (the "Act") was the Directors' Compliance Statement ("DCS") requirement which placed new obligations on directors of certain Irish limited liability companies. Under the regime, directors of in scope companies are required to adopt a compliance statement and include related confirmations in the directors' report to the financial statements for that particular year. The statement confirms that the directors are satisfied that the appropriate arrangements or structures are in place which, in the directors' opinion, are designed to secure "material compliance" with the company's relevant obligations under the Act.
The Company Law Review Group ("CLRG") is the statutory expert body charged with advising the Minister for Enterprise, Trade and Employment on the review and development of company law in Ireland, a group on which Emma Doherty, a partner in Matheson's Corporate Department and Irene Lynch Fannon, Matheson's Head of Knowledge Management, both sit. The Minister recently approved a two-year work programme for 2022-2024 which includes a review of the DCS obligations, and has asked the CLRG to make recommendations, if appropriate, as to how these might be improved from the perspective of good corporate governance. To that end, the CLRG has prepared two short surveys, one for directors and one for practitioners who are familiar with the preparation of the DCS and can provide feedback on both the effectiveness and drawbacks of the DCS regime in its current form.
For those interested in completing the survey, we have included direct links to them below. The deadline for completion is 28 February 2023.
Directors’ survey
Practitioners’ survey
We will, of course, keep you updated in respect of any developments in this area as and when they become available.