What Makes a Good Chairperson?

What makes a good Chairperson?

The answer can lie in the eye of the beholder! Some people think a good Chairperson is someone who is popular or, agrees with the majority or, is on “your” side.

The reality is often quite different. A good Chairperson has to have at least some of the following basic traits in order to succeed in the role.

• Takes time to listen and, just as importantly, makes time to ensure all Board members have an opportunity to be heard;

• Summarises debates into a few clear and concise sentences.

• Considers both sides to an argument or debate.

• Keeps to a clear Agenda and timetable.

• Does not bully or dominate.

• Engages with the Board, Management Team and staff.

• Ensure there are appropriate checks and balances in place, e.g. information provided to the Board, relevant Board committees (Audit & Risk, Finance, Corporate Governance, etc).

• Makes people feel their input is relevant and valued.

• Can manage shareholder interactions clearly and efficiently.

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Glaring Lack of Legislative Support

Glaring lack of legislative support

How is anyone supposed to make the right choice in the glaring absence of appropriate guidelines? How is there such a political and moral vacuum that no-one is addressing this incredibly serious question?

How to buy the right Easter egg?

• General Data Protection Regulations – well that is a disaster as part of GDPR requires one to process data for legitimate purposes specified explicitly to the data subject when you collect it. Are you really going to spoil the surprise by asking the data subject for the right to give them an Easter egg?
  

• Health & Safety – definitely an area best avoided. The amount of potential allergies (nut, lactose, etc) is vast, and this is before we even consider potential injury from flying shards of Easter egg that are cracked with enthusiasm rather than finesse.
  

• Weights & Measures – don’t get me started on this. How am I to figure out the size and weight of an Easter egg when there is such a massive choice. Whatever Government Department is responsible for this is clearly not doing enough – when did it become alright to term Easter eggs shaped like a rabbit?
  

• Cartel – if all our family members buy the same type of Easter eggs have we formed a cartel?
  

• Family – probably the thorniest issue of all as at the end of the day falling foul of legislation is going to be the least of our worries if we don’t buy the right Easter egg.
  

Depending on your age all the above are very serious questions. All I can do is wish you the best of luck when you make your selection. Personally, I don’t even like chocolate and perhaps after this blog neither will you!

HAPPY EASTER

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What makes a “good” Board Director?

There has been so much discussion in recent months about the make-up of a Board, the qualifications and abilities of it’s members, and Chairperson. Let’s take a moment to focus on the Director, we will focus on the Chairperson in our next blog.

Being a Director should be challenging, interesting and bring value to all involved – you, the Board, the Company, its employees, and shareholders.

The Fiduciary duties of a Director are clearly laid out in S.228 Companies Act 2014. The problem for a number of people (whether already a Director or just thinking about it) is how to translate the various duties and legislative requirements into being a useful and practical Board Director.

Finding the right fit is very personal. For example, there is no use being a Director of a manufacturing company if manufacturing bores you rigid! Likewise, you have to ask yourself if you can bring anything of value to a Board where you do not respect or like your fellow board members.

Any Director should consider the basics:

• common sense

• corporate governance

• frequency of meetings

• agenda

• decision making and implementation of same

• do you ever listen to yourself, e.g. do you talk too much, too little, have difficulty expressing your opinion, could you be perceived as being belligerent or a pushover; and

• interaction with Management Team, staff and shareholders.

The above is particularly important for individuals who have been acting as Director(s) for quite a while. We can all fall into the trap of becoming stale or set in our ways. Why not consider:

• carrying out additional training

• how long have you been a Director?

• are the reasons you wanted to become a Director still valid or, if they have changed, have you changed with them?

• would you like to do more within your role, e.g. act on one of the Board Committees?

• how much capacity do you have for considering taking on additional directorships?

Take a few minutes out of your day to think about yourself. Part of being a good Board director is being engaged in the process in the most effective manner possible. Try to find your own personal enjoyment and challenge in a role where we can see the impact and relevance of our actions.

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Invalid Strike-off?

The Sunday Business Post article (18.02.2024) on companies alleging they have been invalidly struck-off the Registrar has naturally generated concern.

To reassure yourself on the status of your company take some simple steps on the Companies Registration Office (CRO) website.

• Check your company’s designation - the status box should read “Normal”.

• Check your registered office address is current - as the Registrar (and others) will issue any written correspondence to the registered office address on record.

• Check date of your company’s next Annual Return - the current enforcement regime by the CRO is targeting companies that have outstanding Annual Returns.

If you have any concerns or queries on your company’s compliance contact us at any time.

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Short month - short Blog!

February always seems to get bad press, squished between January (recovering from Christmas and excited about new year) and March (St. Patrick’s Day and build-up to Easter).

February may be a short month but it as good a time as any to consider how your Board is operating. Do not be tempted to let your Company’s Board Meetings become same old, same old.

Dates                Make sure you have dates of all the Board Meetings to be held in 2024 in your diary.

Agenda              Are the Agenda items relevant and add value to the meeting?

Board Pack        Does it arrive in time for a good read before the meeting, is the information timely and pertinent?

Presenters         Does the Board only see the same Team member making the same presentation which has just become blah, blah, blah?

An actively engaged Board is vital for any company.  Helping Directors to stay engaged and positive throughout a Board Meeting is an absolute win – win for all.

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Happy New Year

Same old, same old may no longer work. Take a few minutes on some of the easier wins, like ensuring you have key deadlines set in the diary.

• Board Meetings –agree dates for all Board Meetings to be held in 2024.

• Financial Statements – the financial year end for most companies is 31^st December. Now is the perfect time to update the calendar to ensure all year end issues are dealt with and resolved (e.g. any remaining invoicing for 2023 work, decisions on potential bad debts, etc).

• Auditors – if your company has to audit its financial statements make sure you agree an audit timeline with your Auditors so you are not in danger of missing any compliance deadlines.

• Revenue Commissioners – diary VAT Returns and Corporation Tax Returns.

• Insurance – ensure you have sufficient time to review of all company insurance policies so you do not end up renewing everything as usual just because of time pressures.

• Clients – our best intentions to meet clients are often jettisoned as “work” gets in the way. Diary time to meet with clients in person, find out if their needs have changed, what can you do help them.

The very best of luck to us all as we start into 2024.

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Virtual General Meetings extended

The ability to hold an Annual General Meeting (AGM) and general meetings has been extended to 31^st December 2024.

The ability to hold an AGM virtually initially arose as a practical support to businesses during the Pandemic and was contained within the Companies (Miscellaneous Provisions) (Covid-19) Act 2020. Whilst the announcement of the extension of the provision is very close to the expiry of the previous extension (i.e. 31.12.2023) it is a move which will be welcomed by many businesses.

The Minister stated that “this extension will provide consistency into 2024, when my department will be bringing forth permanent legislative provisions in relation to virtual and hybrid meetings”.   Whilst this had been hoped for it is good to see the Minister declare the intention to enable virtual meetings as part of standard company law.

A positive update to end the year.

A very happy and peaceful Christmas to all.

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HAVE A WONDERFUL CHRISTMAS AND NEW YEAR

December can be a busy month but, at least, for the bulk of companies all the major filing deadlines are completed and we just have to stress about all those Christmas lunches and dinners to fit in before the Christmas holidays. Hopefully, you can take the time to sort out your desk and enjoy the year end winddown.

Christmas on a Monday does not seem right somehow but, it is lovely to see it arrive whatever day it lands on, although it is tough on turkeys!

KomSec Limited will be closed from 22.12.2023 to 03.01.2023.

HAVE A WONDERFUL CHRISTMAS AND NEW YEAR

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COMPANY SECRETARY – Duties

The Companies Act 2014 states that the duties of a Company Secretary are delegated to the position by the Directors.  

Basically, this means that the Directors must ensure the Company Secretary is capable of doing the job.  A standard test would be to consider:

1. has the individual acted for three of last five years as Company Secretary;

2. is the individual a member of a recognised body; or

3. appears capable of discharging the duties.

Directors must also ensure that the Company Secretary has the skills but, also resources necessary to discharge his/her duties as Company Secretary.

The duties of a Company Secretary can be fairly standard regardless of the size of the Company such as outlined below.

• Prepare, issue and file statutory forms in the Companies Registration Office.

• File changes on beneficial ownership with the Central Register of Beneficial Ownership.

• Maintain Statutory Registers – includes Registers of Directors, Allotments, Transfers, Members, Charges, etc.

• Attend and minute Meetings, and maintain Minute Books.

• Assist Directors to comply with their duties.

• Acting as named Company Secretary.

Just remember if the company only has one Director that sole Director may not also act as named Company Secretary.

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Director Fiduciary Duties - common sense?

The phrase “Fiduciary Duties of a Director” is used so often but I still meet some Directors who feel inhibited to ask just what does the phrase mean.  

Fiduciary Duties are set out in the Companies Act 2014 and are intended to help a Director comply with his/her duties as a Director.

• Duty to disclose any interest Director may have in contracts made by the company.

• Act in good faith in interests of the company.

• Act in accordance with the Company’s Constitution.  Although not stated in the Companies Act 2014 a Director would also have to act in accordance with Shareholder’s Agreement if applicable.

• Only act in accordance with the law.

• Do not use the company’s property, information or opportunities for his/her own benefit or that of anyone else without specific approval as set out in the Act.

• Cannot restrict a Director’s power to exercise his/her independent judgement without specific approval or permission as set out in the Act.

• Avoid conflict between the Director’s duties to the company and his/her own personal interests.

• Exercise care, skill and diligence. 

• Have regard for the interests of its employees in general and the interests of the members. 

Fiduciary Duties may sound onerous but, they are a key resource in helping us as Directors to focus on our duties and responsibilities to act in the best interests of the company, its members and employees. For me, Fiduciary Duties are just common sense and should help all Directors to manage an effective and progressive company.

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