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Leading Governance with Purpose

• Siobhán Talbot

• Group MD, Glanbia

Glanbia at a glance

3

Market cap

€4.7bn*

Employees

6,900

Countries

34Products sold or distributed in over

130 countries

2018 Total Group revenues

€3.7bn

2018 Total Group EBITA

€351m

* Market capitalisation on 9 May 2019

Leading positions in nutrition

4

#1Global performanceand lifestyle nutrition brandportfolio

4

Global whey protein, nutritional solutions

#1

in Irish Dairy andEU Mozzarella instrategic partnerships

#1Producer of American stylecheddar cheese

#1

1900’s 1964 1973 1988 1997 2012 2017 2018 2019

Many years ago, this global nutrition company took its first steps on Ireland's rich pasturelands

5

Early 1900s growth of co-operative creameries in the South East of Ireland

Avonmore Farmers Co-operative formed

A global nutrition group with operations in 34 countries

Waterford Co-operative Society formed

Waterford & Avonmore go public

Corporatere-organisation

€3.7BN Global

revenue

Establishment ofGlanbia Ireland

Avonmore & Waterford merged to

create Glanbia

Glanbia purchases

SlimFast - for $350m

Glanbia acquires Watson for $89m

6

Glanbia Performance Nutrition

Activity

Consumer brands

Value added ingredients

Joint Ventures

Glanbia Nutritionals

Nutritional solutions€0.5bn

US Cheese€0.7bn

Primary dairy

€1.2bn

€1.2bn

€1.3bn

Revenue

2022 Ambition

Future journey- a mix of organic and M&A enabled growth

Constant Currency

Average 5 year adjusted EPS

growth

5 %to10 %

Constant Currency

Total Group revenue

€6 bn

7

We are on trend

8

4.5 tronline retail sales

expected to have a CAGR of 18% from

2017 – 2021.

93% of US households have purchased a clean label

product.

94%of American consumers reach

for a snack at least once-a-day.

$1tr Global health and wellness sales hit a record high in

2017.

Health and wellness

On-the-go food and beverages

Digitally connected

Clean labelling

Our Purpose is at our Core

We are

Our Values

12 Fuelling Ambition – Corporate Presentation

Purpose builds affinityWith our Consumers

Purpose helps attract and retain Top Talent

Purpose leads to

What have we learned?

How have we embedded Purpose and Values?

18

Constant Currency

Global Employee Engagement survey

Constant Currency

Constant Currency

Embedding into performance metrics

and talent development

Constant CurrencyValues based recognition programmeGlobal employee

roadshow

At Glanbia, Group Secretariat plays a key role

Central role in major re-organisations e.g. creation of Glanbia

Ireland

Engagement with shareholders,

suppliers, investors, Glanbia Co-operative

Society

Key role in corporate development activity

– recent M&A including Watson,

SlimFast

Establishing new JV partnerships with

SWC, Royal A-ware, Glanbia Cheese EU

Continual cross functional

collaboration

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At Glanbia, governance is underpinned by our strong culture.

20

Euronext at a glance

THE LEADING PAN-EUROPEAN STOCK EXCHANGE IN EUROPE

1,225 companies listed on Euronext markets

€3,400 billion market capitalisation

A European team present in 10 countries

>5,000 active institutional investors

#1 Exchange for SMEs

with 950+ SMEs listed

#1 Exchange for Tech companies

with 350+ Tech companies listed

THE LEADING PAN-EUROPEAN STOCK EXCHANGE IN EUROPE

DUBLI

N

PARI

S

BRUSSE

LSMUNICH

ZURIC

H

MADRI

D

LISBO

N

PORT

O

MILAN

LONDO

NAMSTERDA

M

Euronext historical presence

Euronext recent expansion

6 Regulated markets

2 Technology centers

4 Representative

offices

I

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Euronext

Delivering to Irish companies

INTEGRATION INTO EURONEXT

Key benefits delivered to Irish listed companies

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YOUR PARTNER FOR SUCCESS ON CAPITAL MARKETS

€40m 300+ 70+Invested into the development of Euronext Corporate Services franchise since Feb 2017

Listed companies already working with Euronext on a total of 1,500+ clients

Professionals working within Euronext Corporate Services to help listed companies take the most out of capital markets

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iporeadyObjectives

Deliverables

Partners

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Brexit Impact

Implications for Listed Companies

Settlement of securities

•Short-Term: Transition Period to March 2021

Transitional arrangements secured until the end of March 2021, i.e. continued use of CREST

•Long-Term: Migration to Euroclear Bank

Euroclear Bank to replace CREST

Euroclear Bank operating model refined for Irish market Steering Board - strategic input on the future model

Working Group - define the operating model

Euroclear White paper published on 8 May 2019

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Migration to Euroclear bank

Migration to Euroclear Bank must happen by end March 2021

2 year timeline commenced from end-March 2019

Listed companies – need to plan and prepare for migration

Euronext commitment to implementation project

31

Share trading obligation (STO)

EU investment firms must trade shares admitted to trading in the EU on:

European trading venues; or

Third country venues deemed as ‘equivalent’

Difficulty could arise for some dual-listed shares if the UK is not deemed ‘equivalent’

Continued Euronext advocacy to resolve this

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•Regulatory Agenda 2019

REGULATORY AGENDA 2019

Prospectus Regulation

To take effect 21 July 2019

New simplified prospectus regime for secondary issuances

New EU Growth Prospectus

New Universal Registration Document regime

Amended requirements re risk factors and summary

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Shareholder Rights Directive (revisions)

To take effect on 10 June 2019

Aim is to encourage more long-term shareholder engagement and to increase transparency

Liaising with DBEI on Member State Options

Ensure alignment with our Listing Rules

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SME Growth Markets

Likely to take effect Q2 2019

Beneficial revisions to:

Market Abuse Regulation

Prospectus Regulation

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EURONEXT ADVOCACY

Advocacy

EU securities law

• Domestic – Irish government departments, Irish Perm Rep, Central Bank of Ireland

• EU – European Commission, MEP’s, ESMA

Strengthened position now as part of larger Euronext Group

Euronext Government Affairs team

Based in Dublin and Brussels

Federation of European Securities Exchanges (FESE)

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ORLA O’GORMANHead of Equity Listing Ireland

353 1 6175130

[email protected]

ADAM BOHILLEquity Analyst

353 1 6175163

[email protected]

m

NIALL JONESListing Account Manager Ireland

353 1 6174243

[email protected]

AISLING MCARDLE

Head of Regulation

353 1 6174216

[email protected]

GILLIAN LEESONRegulation Policy Manager

353 1 6175143

[email protected]

CLIONA HARKINMarket Services

Numbering Manager

353 1 8739869

[email protected]

REBECCA GRIFFINEMS Issuer Services

Manager

353 1 6175144

[email protected]

GARETH O’NEILLHead of Euronext

Market Services Ireland

353 1 6174286

[email protected]

MICHAEL RUSSELLCommunications Manager

Ireland

353 1 6174221

[email protected]

JAMES JOHNSTONVP of IPM BD-Bond

Listing

353 1 6174203

[email protected]

EQUITY LISTING & IPO SUPPORT REGULATION

CORPORATE ACTIONS & LEI SERVICES BOND LISTING MEDIA & EVENTS

Euronext Dublin Team

mailto:[email protected]










Information to be Filed with Central Register

• Name, date of birth, nationality and residential address of each beneficial owner of the entity

• A statement of the nature and extent of the interest held, or the nature and extent of the control exercised by, each

beneficial owner

• The name and number of the entity as it appears on the Register of Companies or the Register of Industrial and

Provident Societies

• The PPS number of each beneficial owner to whom such number has been assigned

• Changes in beneficial ownership must be notified to the Registrar within 14 days

Operation of the Central Register

• The Register will open for filing on 22nd June 2019

• Filing will be by electronic means only, through a dedicated portal

• Filing will be free

• Information may be filed on an entity’s behalf by a presenter

• Regulation 22(2) sets out the information to be provided by the presenter

• Information on the Register will be destroyed 10 years after the dissolution of the

relevant entity

Unrestricted Access to the Central Register

• Unrestricted access to the Register will be provided to certain members of:

-An Garda Síochána

-FIU Ireland

-Revenue Commissioners

-Criminal Assets Bureau

• Competent authorities engaged in the prevention, detection or investigation of possible money laundering or terrorist financing

• An inspector appointed under section 764(1) of the Companies Act 2014

• PPSN details will not be available under unrestricted access

Restricted Access to the Central Register

Restricted access to the central register will be available to:

• A designated person who forms a business relationship with a relevant entity or is taking customer due diligence measures in relation to a relevant entity

• A member of the public

There will be a small fee for access to the Register

Information Available Under Restricted Access

The information regarding a relevant entity to be provided under restricted access will be limited to:

• The name, month and year of birth and the country of residence and nationality of each beneficial owner, and

• A statement of the nature and extent of the interest held or the nature and extent of control exercised by each beneficial owner.

Access to information regarding a beneficial owner who is a minor will be at the discretion of the Registrar.

Reporting of Discrepancies

• A designated person who forms the opinion that there is a discrepancy between the entity’s own register and the central register must notify the Registrar specifying the nature of the discrepancy

• Competent authorities must also report discrepancies that come to their attention to the Registrar.

• The Registrar maythen note on the Register that a discrepancy has been reported

• The Registrar mustnotify the entity that a report of a discrepancy has been received

• The entity must respond to the Registrar within a prescribed period.

Enforcement

• After the initial 5 month filing period, the Registrar will issue reminders to relevant entities which have failed to file

• The Regulations provide for a number of offences

• Summary proceedings in relation to offences may be brought by the DPP or the Registrar

Awareness Raising

• RBO website went live on 29th April 2019

• RBO has accounts on Twitter and LinkedIn which will be regularly updated

• All relevant entities will be individually contacted by RBO either by email or by letter

Companies (Amendment) Act 2019

The Act provides that the current two 28 day periods for filing an Annual Return will be combined into a single 56 day period.

Companies will be able to complete the annual return filing at a single sitting:

• Capture the B1

• Upload the financial statements

• Make the payment

• Print sign and upload the signature page

The Act will not come into effect until the new CRO IT system goes live. It will not be in operation for this year’s peak filing season in October/November.

Awareness Raising

Phase 1

• RFS online Q4 2018

-Register a new entity, file an annual return, change of address and change of rules online

-Order documents online

• Limited partnerships on database for the first time

Phase 2

Move of CRO database to the new system in Q4 2019

• Further forms will be available to file online

• Signature pages will be capable of being uploaded

Legislative Developments

• Consultation on Limited Partnerships

• Review of Industrial and Provident Societies legislation

Regulatory / Legislative updates since the Companies Act 2014

16 May 2019

Ray Hunt, Head of Company Secretarial and Compliance Services

Companies Legislation

CompaniesAct

2014

• Companies Act 2014

• Consolidation• Consolidates the previous 17 Companies Acts dating from 1963 to 2013

• Clear and accessible structure

• Simplification• Reforms designed to make it easier to operate a company in Ireland

• Reducing bureaucracy

• Making company law obligations easier to understand

• Largest substantive Act in the history of the State

• Came into force on 1 June 2015

Background

Developments

• Amendments

• Additions

• Changes

• Replacements

• New Requirements

Developments 2015• Companies Act 2014 (Section 897) Order

• Companies Act 2014 (Forms) Regulations

• Companies Act 2014 (Fees) Regulations

• Companies Act 2014 (Recognised Stock Exchanges) Regulations

• Companies Act 2014 (Bonding) Order

• Companies Act 2014 (Section 457) Regulations

• European Communities (Accounts) (Amendment) Regulations

• Transparency (Directive 2004/109/EC) (Amendment) (No 2) Regulations

• European Union (Traded Companies Corporate Governance Statements) Regulations 2015

• Companies Act 2014 (Part 14 Prescribed Officers) Regulations

• Companies Act 2014 (Section 208 Report) Regulations

• Companies Act 2014 (Section 623 Account) Regulations

• Companies Act 2014 (Disqualification and Restriction Undertakings) Regulations

• Companies Act 2014 (Section 150) (No 2) Regulations

• Companies Act 2014 (Section 682) (Revocation) Regulations

• Companies Act 2014 (Section 580(4)) (Revocation) Regulations

• European Union (Credit Institutions: Financial Statements) Regulations

Developments 2016• European Union (Anti-Money

Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016

• Finance (Certain European Union and Intergovernmental Obligations) Act

• Companies Act 2014 (Commencement) Order

• European Union (Statutory Audits) (Directive 2006/43/EC, as amended by Directive 2014/56/EU, and Regulation (EU) No 537/2014) Regulations



• Companies Act 2014 (Prescribed Persons) Regulations

• Companies Act 2014 (Professional Indemnity Insurance)(Liquidators) Regulations

• Companies Act 2014 (section 897) Order


Developments 2017• Companies (Accounting) Act 2017

• Companies (Amendment) Act 2017

• European Union (Market Abuse) (Amendment) Regulations


• Companies Act 2014 (Prescribed Forms Category 5 Liquidators) Regulations

• Companies Act 2014 (Prescribed Fees Category 5 Liquidators) Regulations

• European Union (Disclosure of Non-Financial and Diversity Information by Certain Large Undertakings and Groups) Regulations

Developments 2018• Companies (Statutory Audits) Act 2018

• Companies (Accounting) Act 2017 (Commencement) Order

• Companies Act 2014 (Accounting Standards) (Prescribed Body) Regulations


• Companies Act 2014 (Forms) (No 2) Regulations

• Companies Act 2014 (Prescribed Professional Bodies) Regulations

• European Union (Disclosure of Non-Financial and Diversity Information by Certain Large Undertakings and Groups) (Amendment) Regulations

• European Union (Disclosure of Non-Financial and Diversity Information by Certain Large Undertakings and Groups) (Amendment) Regulations

Developments 2019 and beyond• EU (Anti-Money Laundering: Beneficial Ownership of Corporate

Entities) Regulations 2019

• Companies (Amendment ) Act 2019

• General Scheme of the Companies (Corporate Enforcement Authority) Bill 2018

• Brexit

Key Companies Act 2014 Updates

CompaniesAct

2014Companies (Statutory Audits) Act 2018

General Scheme of the Companies (Corporate Enforcement Authority) Bill 2018

Companies (Accounting) Act 2017

Legislation and Regulation

Forms and Fees 2015• Companies Act 2014 (Forms)

Regulations 2015 (No 1 and 2)

• Prescribe CRO Forms

• Companies Act 2014 (Fees) Regulations 2015

• Schedule of filing fees

• Companies Act 2014 (section 897) Order 2015

• Mandatory electronic filing for B10A, C1, C1a, C1b, F8, F8A and F8B

• Prescribe the Main Market of the London Stock Exchange, the New York Stock Exchange, and the market known as NASDAQ for purposes of s1072

Companies Act 2014 (Recognised Stock Exchanges) Regulations 2015

Companies Act 2014 (Bonding) Order 2015

• Form of Bond for company without EEA resident director

• Set out officers of the court, and the particulars, form and time within which information is to be furnished by them to the Registrar for s863, 819, 823

Companies Act 2014 (Part 14 Prescribed Officers) Regulations 2015

Companies Act 2014 (Section 208 Report) Regulations 2015• Minimum information that should be included in the statutory auditors report in the case of

• (a) a reduction in company capital or variation of capital on reorganisation or

• (b) treatment of pre-acquisition profits or losses; and

• (c) members voluntary winding up

• When dissolving wound up company, liquidator shall lodge the whole unclaimed dividends admissible to “Companies Liquidation Account”

Companies Act 2014 (Section 623 Account) Regulations 2015

Companies Act 2014 (Disqualification and Restriction Undertakings) Regulations 2015

• Form of the Disqualification Undertaking Form and the Restriction Undertaking Form

• Revoked earlier Companies Act 2014 (Section 150) Regulations 2015 and took effect from 25 November 2015

• Exemption of requirement to have a company officer’s usual residential address on the CRO Register

• Extended to company’s register of directors or secretary and company’s register of members

• Applies in circumstances where an officer the company officer’s personal safety or security warrant the granting of an exemption

Companies Act 2014 (Section 150) (No 2) Regulations 2015

Companies Act 2014 (Section 682) (Revocation) Regulations 2015• Revoke earlier Regulations; Set out form of liquidator’s report on conduct of

directors

• Form of “call notice” and “information notice” concerning right to buy out shareholders dissenting from a scheme or contract approved by majority and right of such shareholders to be bought out

Companies Act 2014 (Section 457) Regulations 2015

Companies Act 2014 (Section 580(4)) (Revocation) Regulations 2015

• Revoke earlier Regulations; set out the minimum information for statutory auditors report in a members’ voluntary winding up

• Amend the EC (Accounts) Regulations 1993

• Exclude unlimited companies from those regulations as the Companies Act 2014 now governs those requirements

European Communities (Accounts) (Amendment) Regulations 2015

European Union (Credit Institutions: Financial Statements) Regulations 2015

• Similar structure to Part 6 (Financial Statements, Annual Return and Audit) Companies Act 2014 will be adopted in respect of accounting requirements for credit institutions

• Amend section 1373 of the Companies Act 2014 by the substitution of section 1373(7)

• Clarify the duties of the statutory auditor in relation to the corporate governance statement, where such a statement needs to be included in the directors report for traded companies

European Union (Traded Companies Corporate Governance Statements) Regulations 2015

Forms and Fees 2016• Companies Act 2014 (section

897) Order 2016Prescribes CRO

Forms

• Mandatory electronic filing for B1,

B2, B10 and B73 forms

• Companies Act 2014 (Forms) Regulations 2016

• Form H1

• Came into operation on 11 November 2016, and amends article 3 of the Companies Act 2014 (Commencement) Order 2015

• Deletion of paragraph (a) from article 3 which had provided that section 4(1), in so far as it related to Part V of the Companies Act 1990 (on insider dealing), would not come into operation on 1 June 2015

Companies Act 2014 (Commencement) Order 2016

Companies Act 2014 (Section 839) Regulations 2016• Offences under section 6 and section 7 of the Competition Act

2002 (as amended) are prescribed for the purposes of section 839(1)(a) of the Companies Act 2014

• Incl. anti-competitive agreements, concerted practices and abuse of dominance

• Prescribe persons to whom the Irish Auditing and Accounting Supervisory Authority may disclose information for the purposes of section 940(2)(e) of the Companies Act 2014

Companies Act 2014 (Prescribed Persons) Regulations 2016

Companies Act 2014 (Professional Indemnity Insurance)(Liquidators) Regulations 2016

• Prescribe amount and terms for professional indemnity insurance for liquidators

• To apply section 1120 of the Companies Act 2014 to any unregistered company that is a traded body under Part 24 of the 2014 Act

• To allow public limited companies (PLCs) which are credit institutions avail of the financial reporting exemptions for transactions with directors and connected persons as provided for in section 310 of the Act


• Certain amendments to the Companies Act 2014, Part 23 (Public Offers of Securities, Financial Reporting by Traded Companies), Chapter 2 (Market Abuse)

• Made to give effect to EU Market Abuse Regulation 596/2014 and the Criminal Sanctions for Market Abuse Market Abuse Directive 2014/57

Finance (Certain European Union and Intergovernmental Obligations) Act 2016

• To give effect to EU Audit Directive and EU Audit Regulation

• Amend the Companies Act 2014 by expanding the information and views to be included in the statutory auditors report for all audited companies

• Introduce further requirements for auditors, specific requirements for Public Interest Entities and IAASA to adopt auditing standards

European Union (Statutory Audits) (Directive 2006/43/EC, as amended by Directive 2014/56/EU, and Regulation (EU) No 537/2014) Regulations 2016

• Obligation to keep a beneficial ownership register

• Register must include adequate, accurate and current information in respect of the entity’s beneficial owners

• Required to keep register since 15 November 2016

• Apply to every company or other legal entity incorporated in Ireland except companies that are:

• listed on a regulated market that is subject to disclosure requirements consistent with EU law; or

• subject to equivalent international standards which ensure adequate transparency of ownership information

European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016

• A Beneficial owner is the natural person(s) who ultimately owns or controls a legal entity through direct or indirect ownership of a sufficient percentage of the shares or voting rights or ownership interest in that entity, or through control via other means

• A shareholding in excess of 25% or a share of an ownership of more than 25% held by an individual is an indication of direct ownership

• If no natural persons are identified, enter the names of the natural person(s) who hold the position(s) of senior managing official(s) of the company/society


• Information to be included on the register:• The name, date of birth, nationality and residential addresses of each of

the Entity’s beneficial owner(s)

• Statement of the nature and extent of the interest held

• The date on which each individual was entered into the register

• The date on which each individual who has ceased to be a beneficial owner of the Entity ceased to be such an owner


Companies (Accounting) Act 2017(and Commencement Orders)• Effective from 9 June 2017

• Changes to company sizes

• Changes to Unlimited Company Regime

• Other changes

• Addition of micro-companies

• Amended company size definition

• Removes exemption for medium size companies to file abridged financial statements

Companies (Accounting) Act 2017 (and Commencement Orders)

Company Sizes• Micro Company

• (a) qualifies for the small companies regime, and

• (b) satisfies two of the three following conditions:

• turnover not exceeding€700,000;

• balance sheet total not exceeding €350,000;

• employees not exceeding 10.

Small Company

• satisfies two of the three following conditions:

• turnover not exceeding€12m;

• balance sheet total not exceeding €6m;


Medium Company

• satisfies two of the three

following conditions:

• turnover not exceeding €40m;

• balance sheet total not exceeding €20m;


Large Company: A company that does not qualify as any of the above shall be deemed to be a large company

Unlimited Companies

• Act increases significantly the number of designated types of ULCs

• Obligations to file financial statements

• Naming exemption removed for unlimited companies

• Extends the registration and filing obligation for branches to unlimited foreign incorporated bodies that are subsidiaries of limited liability bodies corporate


Designated ULCs• An ULC that at any time during

the relevant financial year:

• i) has been a subsidiary of a limited liability undertaking;

• ii) has been a holding company of a limited liability undertaking; or

• iii) has rights exercisable in respect of it by two or more limited liability undertakings which, if exercised by one, would make the ULC a subsidiary of that undertaking.

• Examples:

• ULC with either a controlling interest in a limited company or which is controlled by a limited company

• by way of majority voting rights, or

• right to control the composition of the company’s board

• ULC in a structure in which a limited company has an option to acquire a controlling interest in the ULC

Unlimited Company Regime

A designated ULC is also:

• An ULC which is a credit institution or an insurance undertaking or the holding company of a credit institution or an insurance undertaking

• An ULC, all of the members of which are—

• (i) companies limited by shares or by guarantee;

• (ii) unlimited companies, each of whose members is a limited company;

• (iii) partnerships which are not limited partnerships, each of whose members is a limited company;

• (iv) limited partnerships, each of whose general partners (within the meaning of the Limited Partnerships Act 1907 ) is a limited company; or

• (v) any combination of the types of bodies previously referred to.

• An ULC, the direct or indirect members of which comprise any combination of ULCs and bodies referred to above such that the ultimate beneficial owners enjoy the protection of limited liability


• Introduces requirements for additional information to be included in Directors’ Reports for companies traded on regulated markets - non-financial information disclosure

• Widens reporting obligations for director remuneration to include additional obligations to report connected payments to third parties

• Changes requirements for companies involved in Extractive Industries and Logging. Details of payments exceeding €100,000 made to governments are now required to be disclosed

• Adds additional requirements to guarantees where using the exemption for subsidiaries from filing financial statements with parent company guarantee (Section 357) - now includes both “commitments” as well as “liabilities”


• New forms FS1 (Financial Statements submission Investment Companies/UCITS) ,& PR1 (Report of Payments made to Governments)

• Change to CRO B1 form concerning non-designated unlimited companies


• Changes to credit institutions definition• Amended to refer to an undertaking “engaged in the business of

accepting deposits or other repayable funds from the public and granting credit for its own account”

• Changes the priority of charges• Floating charges that have crystallised now rank with all other floating

charges

• Amendment in relation to preferential payments in winding up give certainty to priority of certain preferential creditors e.g. Revenue


• Amendments to 2014 Act which allow certain companies to prepare and file financial statements using US Generally Accepted Accounting Principles (US GAAP)

Companies (Amendment) Act 2017 (and Commencement Order)


• Apply various sections of the Companies Act 2014 to any unregistered company in Part 22 of the Act that is a traded body

• Prescribe the application form and fee (€2500) for persons with practical experience and knowledge wishing to be appointed as a liquidator

Companies Act 2014 (Prescribed Forms Category 5 Liquidators) Regulations 2017 and Companies Act 2014 (Prescribed Fees Category 5 Liquidators) Regulations 2017

European Union (Market Abuse) (Amendment) Regulations 2017

• Amend the European Union (Market Abuse) Regulations 2016 to introduce penalties for persons guilty of offences committed under Irish market abuse law and apply section 1368 of the Companies Act 2014 to these offences

• Require certain large companies to publish non-financial and diversity information in their annual financial statements. The Regulations apply for financial years commencing on or after 1 August 2017

• Modify s 327(3)(b) of the Companies Act 2014

European Union (Disclosure of Non-Financial and Diversity Information by Certain Large Undertakings and Groups) Regulations 2017

• Changes to audit exemptions – penalties for late filings of annual returns – loss of audit exemptions for the following 2 financial years, but not for the current year

• Inserts Part 27 into the Companies Act 2014 • Re-states the provisions of the Statutory Audit Regulations 2016 in the

Companies Act 2014.

• Implements further optional provisions

• Introduces additional offences

Companies (Statutory Audits) Act 2018 (and Commencement Order)

• Added supervisory and sanction powers of IAASA

• Changes to provisions governing certain public-interest entities

• Changes to annual return filing process – not yet commenced

Companies (Statutory Audits) Act 2018 (and Commencement Order)

• Amends the definitions of “EEA company” and “non-EEAcompany” in section 1300 of the Companies Act 2014

• Unlimited foreign companies that are subsidiaries of foreign limited liability companies and which have a branch in Ireland will be required to meet prescribed annual registration and filing requirements (including filing financial statements)

Companies (Accounting) Act 2017 (Commencement) Order 2018

• Revised B1

Companies Act 2014 (Forms) Regulations 2018

Companies Act 2014 (Forms) (No 2) Regulations 2018

• FS1 form

• For submission of financial statements and reports for the purposes of section 1401A(2) (concerning investment companies)

• Prescribe “The Financial Reporting Council Limited” (the “FRC”) for the purposes of the definition of “accounting standards” in section 275(1) of the Companies Act 2014 as a body that issues statements of accounting standards

Companies Act 2014 (Accounting Standards) (Prescribed Body) Regulations 2018

Companies Act 2014 (Prescribed Professional Bodies) Regulations 2018

• Prescribe professional bodies for the purposes of sections 448 (Reporting to Director of Corporate Enforcement of misconduct by receivers) and 558 (Reporting to Director of Corporate Enforcement of misconduct by examiners)

• Consolidate and replace previous Regulations: give effect to provisions on the equivalence of certain third country public oversight, quality assurance, investigation and penalty systems for auditors and audit entities and specifying a transitional period for audit activities of certain third country auditors and audit entities in the European Union

European Union (Disclosure of Non-Financial and Diversity Information by Certain Large Undertakings and Groups) (Amendment) Regulations 2018

European Union (Disclosure of Non-Financial and Diversity Information by Certain Large Undertakings and Groups) (Amendment) Regulations 2018

• Amendments to non-financial statement requirements

Future Developments

• Part 2 revokes and restates the 2016 Regulations, with some amendments, with effect from 22 March 2019

• Part 3 requires a relevant entity to file its beneficial ownership information with a Central Register: this requirement will come into effect on 22 June 2019 and relevant entities must file this information within a further 5 month period (ie by 22 November 2019)

EU (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019

• Retain the same information requirements as the 2016 Regulations

• Additionally require to take reasonable steps to obtain and hold the Personal Public Service Number (“PPS number”) of each beneficial owner

• Require to provide timely access on request to its beneficial ownership register to the Garda Síochána, the Revenue Commissioners, a competent authority, the Criminal Assets Bureau or an inspector appointed under the Companies Act 2014

• Allow any of these public bodies listed above to further disclose this information to any corresponding competent authority of another member state


• Require, in certain cases, to disclose to a designated person information on the beneficial ownership register when the entity enters into an occasional transaction (a transaction in relation to which the designated person is required to apply customer due diligence measures) or forms a business relationship with a designated person

• Extend potential liability for breach by the relevant entity of certain obligations under the Regulations to include liability on conviction on indictment to a fine of up to €500,000


• Timing• A company in existence before 22 June 2019 must deliver its beneficial

ownership information to the Registrar within 5 months from that date (ie 22 November 2019)

• A company that comes into existence on or after 22 June 2019 must deliver its beneficial ownership information to the Registrar within 5 months from its date of incorporation

• Access• The Registrar shall not disclose the PPS number• Unrestricted access for certain members of the Garda Síochána, the Revenue

Commissioners, FIU Ireland, the Criminal Assets Bureau and members or staff of a competent authority engaged in the prevention, detection or investigation of possible money laundering or terrorist financing

• Restricted access for designated persons and the public


• Not yet commenced

• Filing of Annual Returns

• Amends the references in s343(2) and s343(3) Companies Act 2014 from 28 days to 56 days to amalgamate the current 2 steps into a single step process that can be done at any time within the full 56 days

Companies (Amendment ) Act 2019

• Published December 2018

• Policy to tackle white collar crime

• Corporate Enforcement Authority • Takes functions of ODCE• Independent agency• Enhanced powers of investigation and enforcement

• New investigatory tool, by permitting a court to consider admitting written statements (which might otherwise be excluded)

• Enhancing current search powers relating to electronically held evidence

• Also includes clarifications and amendments in other areas of the Companies Act 2014


Clarifications and amendments in other areas of the Companies Act 2014

• Restoration of a provision to allow a company with a share premium to use the account for various purposes including the writing off of the company’s preliminary expenses, or the expenses of, or commission on, any issue of shares or debentures

• Clarification of provisions on variation of company capital on reorganisation, so that three-party share-for-undertaking and share-for-share transactions could proceed

• Disapplication of the requirement for directors’ consent to the transfer of shares in the case of a PLC

• Clarification on the status of own shares acquired by a company pursuant to either a merger or division under the Act

• Amendment of the definition of “distribution” to exclude the reduction of share capital by (i) paying off of paid up share capital; and (ii) by extinguishing or reducing all or part of a member’s liability on shares not fully paid up


Clarifications and amendments in other areas of the Companies Act 2014

• Amendment of the exceptions to the prohibition on a company giving financial assistance, for the purpose of an acquisition of shares in either itself or its holding company, to include payment of commissions to persons other than intermediaries

• Amendments to align the statutory solvency test applicable to the summary approval procedure declarations for certain restricted activity

• Amendment to allow for the variation of periods within which a liquidator must provide statements on the progress of a liquidation

• Restoration of the obligation to register, with the Registrar of Companies, resolutions in a creditors’ voluntary winding-up


Clarifications and amendments in other areas of the Companies Act 2014• An additional ground on which a director may be restricted namely, that he or she has failed

to meet certain requirements in the course of a company becoming insolvent, for example, where he or she fails to convene a shareholders meeting to nominate a liquidator

• Amendments to the form of proxy to refer to the right of proxy to either demand or join in demanding a poll and clarity on the appointment of proxies by Companies Limited by Guarantee

• An obligation on directors to include their PPSN for verification purposes in an application to incorporate a company, an annual return and, a change of directors/secretaries or their particulars

• Removal of the power of the Minister to grant an exemption from the requirement for a company to include its directors’ particulars on its letterhead


• Review corporate structures – potential issues:

• EEA resident director

• Section 357 Filing Exemption - Filing of group accounts by subsidiary undertaking of an EEA-registered undertaking

• Branch operations

Brexit

What makes a great company secretary or

governance professional?

Introducing the new competency framework and its applications

Right ingredients but no recipe

• Curriculum

Code of professional conduct and ethics

CPD programme

Why a competency framework?

• It gives us:

• A map of professional behaviours and actions that are valuable, recognised and rewarded

• Clear expectations of areas and levels of performance

• An authoritative standard for benchmarking ourselves and others

•(Chartered Institute of Personnel & Development)

Who the framework is for

• Our members: A foundation for a more systematic approach to self-development and the development of others across all career stages.

• Employers and talent managers: To support recruitment, retention, skills auditing and succession planning.

• Prospective students and their advisors: Helping to demonstrate a professional in the round.

• Educators: Sharing understanding beyond technical content.

• Ourselves: In developing and mapping new content, event, and learning opportunities to ensure that the Institute is relevant and can add value for members at all levels.

8

The model

The four levels of achievementEntry Emerging Established Excelling

Those at the entry level work on process and research-led activities, often including administrative and organisational tasks that support the work of the team. Their activities are largely supervised by others.

Those at the emerging level are trusted to work independently on a portfolio of activities. They may take the lead on specific initiatives and may have responsibility for the activities of others.

Those at the established level show mastery in their work. They are trusted advisors and leaders, who exercise good judgement across planned and unplanned situations.

Those at the excelling level play a valued part in strategic leadership. They influence the governance agenda, are frequently consulted and actively support the development of other governance professionals.

Applications #1 Self-assessment

• Benchmark where you are now by giving values to each level

• Expectations open – a consistent level score may not be possible

• Use gaps to evaluate development needs

• Set development goals and tactics

• In time, retest

Applications #2 Development of others

• Introduce as part of annual review cycle – supplement to internal documentation

• Use as basis for benchmarking feedback and setting goals and expectations

• Establish a development plan and tactics

• In time, retest

Applications #3 Review your organisation’s approach

• Biggest focus/investment typically upon knowledge, not skills

• Use framework to benchmark the balance of formal and informal development opportunities your organisation provides

• Identify priority gaps and find creative ways to fill them – instinct is often a course but all sorts of experiential ways of learning can create a rich offer.

• Also provides a reliable foundation for recruitment and job descriptions

Next steps

• Our members: An interactive version online, linked to guidance on self evaluation, CPD planning & management & goal setting

• Employers and talent managers: Sample skills audit and role descriptions

• Prospective students and their advisors: Part of outreach presentations

• Ourselves: In ongoing review and development of our CPD offer, as an organising principle and benchmark for new ideas.

ODCE Update

ICSA Ireland Conference

Dublin, 16 May 2019

Ian Drennan

Director

ODCE functions - Recap

• Encouraging compliance with the Companies Acts (s949(1)(a) of Companies Act 2014).

• Investigating instances of suspected offences and/or non-compliance under the Companies Acts (s949(1)(b)).

• Enforcing the Companies Acts, including by the prosecution of summary offences (s949(1)(c)).

• Referring indictable offences under the Companies Acts to the DPP (s949(1)(d)).

• Exercising a supervisory role over the activities of liquidators and receivers (s949(1)(e)).

124

Primary sources of the ODCE’s work• Complaints

• Mandatory statutory reports from:

• auditors (s393 of CA 2014);

• liquidators (s723);

• receivers (s447);

• examiners (ss533 and 534).

• Referrals from other regulatory bodies

• Cases opened on own initiative (e.g., thematic reviews, media reportage etc.)

125

Principal Workstreams

• Advocacy

• Civil Enforcement

• Criminal Enforcement

• With reference to the latter two categories, the ODCE adopts a graduated approach towards enforcement

126

Graduated approach towards enforcement

• Pragmatic and cost/resource-effective

• Non-judicial measures

• Issuing of directions

• Civil enforcement

• Criminal enforcement

127

Non-Judicial Measures

• Cautions/warnings

• Undertakings to remediate

• Issuing of Directions, for example:

• a direction under s175(6) requiring the convening of an AGM;

• a direction under s797 to compel the delivery of a liquidator’s s682 report;

• other directions under s797 compelling compliance (e.g., with a/c standards).

128

Civil enforcement –Restriction / Disqualification

• Restriction• s819 et seq.

• Disqualification• s838 et seq.

• Restriction and Disqualification applications (for example, based on assertions of unfitness to be a director)

• leading cases include ODCE v. Collery [2006] I.E.H.C. 67, ODCE v. D’Arcy[2006] 2 I.R. 163, ODCE v. McCann [2011] 1 I.R. 585.

129


• Section 842(h) CA 2014

• Applications for the disqualification of directors of companies which have been struck off the Register (i.e., as opposed to having been liquidated) in circumstances where the company had liabilities (whether actual, contingent or prospective) at the time of strike off.

• Re Clawhammer Limited /Re Cautious Trading Limited

• reaffirmed by ODCE V Walsh (CA January 2016)

• Section 840 of Companies Act 2014

• If disqualified abroad and a director here, must notify CRO. Failure triggers disqualification

130


• New Restriction provisions of the CA 14

• Directors must co-operate with liquidator in the winding up (section 819(2)(b))

• New capital thresholds apply (elaborated upon later herein) (section 819(3))

• CLG’s can now have a restricted director if a member undertakes to contribute €100,000 (section 819)

• Relief • can now be sought at any time, not just within one year (section 822)

131

Civil enforcement –Restriction / Disqualification Undertakings

• Section 849 et seq. of the CA 14

• applicable in respect of both restriction and disqualification

• removes necessity to go to Court

• ODCE issues statutory notice to director where it believes there are grounds

• 21 days to accept or proceedings will issue

• if so disposed, the director signs and returns restriction/disqualification acceptance document

Consequences of Restriction / Disqualification

• Restriction means that the restricted person may only, for the following 5 years, act as a director of a company that satisfies minimum capitalisation requirements (i.e., €100,000 in the case of a private company and €500,000 in the case of a plc).

• Disqualification, in essence, means that the restricted person is out of the company law business for the relevant period - given that disqualification prohibits a person from acting as a director, secretary, officer, auditor, liquidator, receiver etc.

133


• Both restricted and disqualified persons’ details are entered in a public Register (maintained by the Registrar of Companies).

• It is further the case that contravention of a restriction or disqualification order constitutes a criminal offence (indictable).

• The term “order” includes an Undertaking entered into.

134


• Of further note is that:

• in restriction proceedings, the onus is on the Respondent(i.e., the director) to prove that they acted honestly and responsibly in the conduct of the company’s affairs;

• before accepting appointment as a director or secretary of a company, a restricted person must first notify the company of his/her restricted status;

• a restricted or disqualified person can be held personally liable - without limitation - for the debts of an insolvent company incurred during any contravention of an order;

135


• where a company is notified that a restricted person has become a director or secretary of the company, continues to carry on its business without meeting the minimum capitalisation requirements and subsequently enters insolvent liquidation, any person who was an officer of the company during the relevant period is at risk of being held liable – without limitation - for the company’s debts;

• acting, while a director, on the instructions of a person known to be restricted or disqualified is an offence. A person convicted of such an offence is further exposed to personal liability – without limitation - for an insolvent company’s debts;

136


• the Summary Approval Procedure is not open to companies having a restricted director;

• relief from disqualification order can be granted by the Court (however, advance notice of such an application must be served on the ODCE, which can, if considered appropriate, give evidence in the matter).

137

Civil EnforcementLiquidation

• Petition to wind up a company if it is “just and equitable” based on information obtained in performance of Director’s functions (section 761)

• Winding-up in the public interest: this is a new jurisdiction created under section 569(g):

• s572(2) – a company with obligations to NAMA may not be wound up without agreement of NAMA;

• may be guided by referrals from amongst other bodies;

• as insolvency is not a State service, will be a costs/resources implications.

Criminal prosecution• The ODCE can:

• prosecute summarily in its own name; or

• refer a matter to the DPP for consideration as to whether charges should be directed on indictment.

• While reserving the right to initiate summary prosecutions, the ODCE strategic emphasis on more serious indications of wrongdoing is such that available resources are principally focussed on on tackling instances of suspected wrongdoing at the more serious end of the spectrum.

• Such cases will, typically, also exhibit indications of breaches of other legislation, most commonly offences of a theft & fraud nature and, on occasion, exhibiting a money laundering dimension.

Companies Act offences

Category Legislation

Maximum penalty following

summary conviction Maximum penalty following

conviction on indictment

Category 1 s871(1) Class A fine (currently

€5,000) and/or 12 months

imprisonment

A fine not exceeding €500,000

and/or imprisonment for a term

not exceeding 10 years.

Category 2 s871(2) Ditto A fine not exceeding €50,000



Category 3 s871(3) Class A fine and/or 6 months

imprisonment

Not capable of being prosecuted

on indictment.

Category 4 s871(4) Class A fine

140

Companies Acts Offences

Category Legislation

Maximum penalty

following summary

conviction

Maximum penalty following

conviction on indictment

Prospectus

Offences

s1356 Class A fine (currently

€5,000) and/or 12

months imprisonment

A fine not exceeding €1m and/or

imprisonment for a term not

exceeding 5 years.

Market Abuse

Offences

s1368 Ditto A fine not exceeding €10m



Transparency

Offences

s1382 Ditto A fine not exceeding €1m and/or

imprisonment for a term not

exceeding 5 years.

Investigative tools available

• The ODCE has a significant arsenal of investigative tools at its disposal.

• Examples of statutory powers which can be invoked by ODCE officers without recourse to the Courts include:

• ss166 and 199, under which the ODCE may require production of the minutes of meetings of a company’s directors or any Committee of the company’s Board of Directors (s166), or (s199) the minutes of any general meetings of a company (i.e., AGMs or EGMs)

• ss778 & 780 - Production Orders

• ss446 and 653 - production of Receiver’s or Liquidator’s books

• s764 - investigation of company ownership

• S.I. No. 110 of 2019 (Anti-Money Laundering) (Beneficial Ownership –Public Register)

142

Investigative tools available• Examples of statutory powers which can be invoked by ODCE

officers, but only following application to a Court, include:

• s748 (High Court Inspectors)

• s751 (Inspection of books or documents of companies in liquidation)

• s787 (Search Warrants)

• s7A of the Bankers’ Books Evidence Act 1879

143

Investigations by Inspectors appointed by the ODCE (s764)

• Provides for the appointment by the Director without reference to the Court of inspectors to investigate and report on the membership of a company or any other matter in relation to the company.

• The provision is for the purpose of determining the true persons who are, or have been:

• financially interested in the success or failure (real or apparent) of the company, or

• able to control, or materially influence, the policy of the company.

144


• Examples have included:

• Chestvale Properties Limited / Hoddle Investments Limited (John A. Glackin, Inspector: 1991)

• Bula Resources (Holdings) plc (Lyndon MacCann, Inspector: 1998)

145


• Provides for the appointment by the Director without reference to the Court of Inspectors to investigate and report on whether there has been a breach of Chapter 5 of Part 5 (the duty to notify interest in shares) in relation to the shares or debentures of a company.

• The provision is for the purpose of determining whether there has been a contravention of Chapter 5 of Part 5

146

Investigations by Court appointed Inspectors (s748)

• Inspectors appointed by the High Court on the application of the ODCE, “…to investigate the affairs of a company and to report thereon in such manner as the Court directs”.

• Investigative powers conferred mainly by ss753 to 757.

• The Reports of such Inspectors are capable of being published under s759(4).

• Under s881(4), all facts as found by such Inspectors are admissible in civil proceedings without further proof, as also are the opinions of the Inspectors.

147

Investigations by Court appointed Inspectors (s748)

• Examples have included:

• Re DCC plc [2009] 1 I.L.R.M. 124

• Re National Irish Bank Ltd (No.1) [1999] 3 I.R. 143

• Re National Irish Bank Ltd (No.3) [2004] 4 I.R. 186

• Independent News & Media plc [2018]

• Other such investigations:

• Ansbacher (Cayman) Limited;

• Countyglen plc;

• Siúcre Eireann cpt.

148

Search Warrants (s787)• A duly authorised ODCE officer (i.e., does not need to be a member of

An Garda Síochána) may apply to a Judge of the District Court for a search warrant, for the purpose of gathering “material information” –which is defined in s787(13).

• “Material information” is, in essence, either:

• evidence of, or which may be related to, the commission of an offence under the Companies Act; or

• documents sought, but not produced, under certain other statutory provisions such as ss778 to 780.

• Ordinarily valid for 30 days, but that period is capable of being extended by the District Court (ss787(9) to 787(11)).

149

Search Warrants (s787)

• The warrant permits the ODCE officer, accompanied by such other persons as he/she thinks necessary, at any time or times within the period of validity to:

• enter the premises named in the warrant, if necessary by force;

• search the premises;

• require persons on the premises to give their names, addresses, occupations;

• require persons on the premises to produce material information.

150

Search Warrants (s787)

• The warrant permits the ODCE officer to:

• seize and retain any material information found on the premises or in the custody or possession of any person found on the premises;

• take any other steps necessary for preserving or preventing interference with material information.

151

More Recent Developments

• Transition to Agency

• Group on Anti-Fraud & Anti-Corruption Structures

• LRC Report

152

Running effective board meetings

The Company Secretary’s influence on board meeting focus and effectiveness

David O’Callaghan, Board Excellence

16 May, 2019

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Conductor of the Orchestra

• The art of directing the simultaneous performance of several players … by the use of gesture;

• Alchemy … a power or process that changes or transforms something in a mysterious or impressive way;

• Might not make a sound, but they unite the ‘musicians’ and, depending on their power, authority and style, they can help them create truly beautiful music!

156 of 16

Imagine a scenario …

… where your board meeting was streamed live to shareholders and stakeholders!

Following the meeting, we asked your shareholders and stakeholders to:

1. evaluate effectiveness of each individual member of your board and the board as a whole; and

2. to vote to retain or replace each board member, and to retain or replace the whole board;

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Average Board

Effective Board

High-Performing Board

Boards should constantly strive to achieve step-changes in their performance and in the value they add to their organisations …

… and high-performing boards should constantly work to find that extra

10-20% improvement.

Board effectiveness as a culture rather than an event

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Strength of the Chair’s leadership;

Quality of the executive /

non-executive partnership;

Best in class information and process architecture;

Competence, character and behaviour of the directors;

Board team

dynamics;

Performance evaluation

culture.

Pillars of board effectiveness

159 of 16

staying focused on strategic, performance and governance priorities,

accommodating a growing range of business disruptors,

avoiding distraction of energy-sapping administrative and procedural matters.

One of the most common challenges for boards …

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One of the most common challenges for boards …

57

42 41

48

37

2522

28

8

64

57

52 51

42

37 3634

10

0

10

20

30

40

50

60

70

Changingcustomer

behaviour orpreferences

Disruptivebusinessmodels

Digitisation Regulatorychanges

Political Risks Cybersecurity Geopoliticalrisks

Diversity oforganisation's

leadership

ActivistInvestors

Potential business disruptors on boards’ agendas

2016 2018

McKinsey, 2018

161 of 16

The complete board meeting cycle

Illustrative Board Work Programme

Board Agenda

Board Papers Structure and Content

Management of Board meetings

Chair’s or CEO’s Overview to Members

Circulation of meeting packs

Production of Meeting minutes

Follow up on ‘matters arising’ and actions

Directors’ evaluation of the meeting

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Planning starts months before …

Indicative work programme delivers the core of each meeting agenda.

Built in segments, incorporating:

1. the management update, including the CEO, CFO and CRO Reports (20%);

2. updates on strategic priorities and projects (40%);

3. individual business and operational updates and deep dives (20%);

4. material governance and regulatory considerations (15%); and

5. administrative imperatives (5%);

Meeting date Jan-19 Feb-19 Mar-19

Location Head Office Head Office Off-site

NED Private Sessions n/a Yes n/a

Management UpdatesCEO Report CEO Report CEO Report

(typically 45 minutes to one hour in total)CFO Report CFO Report CFO Report

CRO Report CRO Report CRO Report

Strategic Iniatives & Projects Customer Transformation Culture

(typically 1.5 to 2 hours in total)Technology Talent Governance

Business & Operations UpdatesRetail Offshore Manufacturing

(typically 45 minutes to one hour in total)Direct Central Operations Head Office Functions

Governance & Regulatory Policy approvals Board Evaluation Policy approvals

(typically 30 to 45 minutes in total)Consumer Code Themed Inspection Listing Rules Update

Administrative Imperatives Minutes & actions Minutes & actions Minutes & actions

(typically 15 to 30 minutes in total)Terms of reference Governance manual Director declarations

Indicative Board Training Cyber Security Social Media IT Systems

Organised Site Visits Data Centre Factory Retail Outlet

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Board papers structure and content

• Concise, complete and coherent;

• Emphasise the substantive considerations and action required, e.g., for discussion, noting, approval;

• Short executive summary (no more than two pages) of the principle considerations;

• Organisation template for all papers submitted;

• protocols for length, including appendices – one size may not fit all;

• plain English; avoid use of acronyms without definition, slang or colloquial language;

• spelling and grammar!!!

• Senior Executive owner should ensure quality, accuracy and relevance of the paper prior to submission and should be present;

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Are authors properly briefed on

why the board wants the paper,

what information it needs and how it

should be presented?

Is training and support available to

authors?

Company Secretary should feel

confident to provide guidance where possible.

Does the board give feedback on the

clarity and usefulness of the

papers it receives?

How is that feedback recycled?

Guiding management on board expectations

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During the meeting

Listen to the tenor and mood of the conversation;

01Watch agenda timings and prompt Chair if necessary;

02Manage presenters to ensure available when required;

03

Guide presenters on the mood in the room;

04Make sure seats are available and remove surplus;

05Watch for ‘sleepers’;

06

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• No longer than necessary, and certainly no more than four to five hours, as any time beyond that becomes value depleting;

• Most important matters scheduled early in the meeting when energy levels are at their highest;

• Essential that the meeting is appropriately structured with breaks at regular intervals:

• set sessions of about 90 minutes followed by a break of ten to fifteen minutes;

• allow directors to stretch legs, take comfort breaks, replenish refreshments – all essential ingredients in maintaining focus and stamina;

How the meeting is conducted is as important …

167 of 16

• Chair/CEO overview to coincide with paper circulation;

• areas of material focus for the meeting; doesn’t reduce onus on directors to digest all content!

• Production of meeting minutes;

• Essential that proper care and attention is invested by the company secretary in drafting, and by all directors in reviewing and approving final version;

• Imperative directors satisfied with representation and interpretation of nature and tone of the dialogue and degree of challenge;

• Follow up on ‘matters arising’ and agreed actions;

• Cycle does not finish until all matters arising and agreed actions have been fulfilled to the satisfaction of the board;

• Company Secretary must ensure precise communication of board requirements to appropriate owners;

Pre- and post-meeting focus

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Board committee meetings

Board training or briefing sessions

Board portal reading room

facility

Informal updates over board

dinners

Phone conferences

between meetings

Updates in the CEO’s Report at the start of the meeting

In scheduled papers rather than as a standalone item

Accommodating other important considerations …


The Company Secretary’s influence on board meeting focus and effectiveness

David O’Callaghan, Board Excellence

16 May, 2019

ICSA Ireland Conference 2019:What’s the Right Career Path for You?

John Slattery, Inspo.16.05.2019

Inspo. Inspiring organisations, Inspiring you.


Career Choices - Finding the Right Career Path:

1. Write a list of uninhibited possible career options.


The Power of a Vision

https://www.google.com/imgres?imgurl=https://www.biography.com/.image/t_share/MTIwNjA4NjMzNjQ1MjA1MDA0/image-title1.jpg&imgrefurl=https://www.biography.com/news/mandela-dead-at-95&docid=KmdMYvA5WmXNWM&tbnid=K7Dhm6bj2Ty09M:&vet=10ahUKEwjahfXYy_fhAhVQWRUIHaRXCh0QMwhuKAMwAw..i&w=1200&h=800&bih=723&biw=1518&q=nelson mandela&ved=0ahUKEwjahfXYy_fhAhVQWRUIHaRXCh0QMwhuKAMwAw&iact=mrc&uact=8

https://www.google.com/imgres?imgurl=https://www.biography.com/.image/t_share/MTIwNjA4NjMzNjQ1MjA1MDA0/image-title1.jpg&imgrefurl=https://www.biography.com/news/mandela-dead-at-95&docid=KmdMYvA5WmXNWM&tbnid=K7Dhm6bj2Ty09M:&vet=10ahUKEwjahfXYy_fhAhVQWRUIHaRXCh0QMwhuKAMwAw..i&w=1200&h=800&bih=723&biw=1518&q=nelson mandela&ved=0ahUKEwjahfXYy_fhAhVQWRUIHaRXCh0QMwhuKAMwAw&iact=mrc&uact=8

https://www.google.com/imgres?imgurl=https://ww2gravestone.com/wp-content/uploads/2016/01/Bundesarchiv_Bild_146-1978-013-14_Kinderlandverschickung-2-475x300.jpg?9184d6%269184d6&imgrefurl=https://ww2gravestone.com/evacuations-children-germany-world-war-ii/&docid=6t3by0TVpIjQSM&tbnid=uy76-xK1sVHjMM:&vet=10ahUKEwiE1ICZzPfhAhWPQRUIHbAIAdQQMwhnKAMwAw..i&w=475&h=300&bih=723&biw=1518&q=germany world war 2&ved=0ahUKEwiE1ICZzPfhAhWPQRUIHbAIAdQQMwhnKAMwAw&iact=mrc&uact=8

https://www.google.com/imgres?imgurl=https://ww2gravestone.com/wp-content/uploads/2016/01/Bundesarchiv_Bild_146-1978-013-14_Kinderlandverschickung-2-475x300.jpg?9184d6%269184d6&imgrefurl=https://ww2gravestone.com/evacuations-children-germany-world-war-ii/&docid=6t3by0TVpIjQSM&tbnid=uy76-xK1sVHjMM:&vet=10ahUKEwiE1ICZzPfhAhWPQRUIHbAIAdQQMwhnKAMwAw..i&w=475&h=300&bih=723&biw=1518&q=germany world war 2&ved=0ahUKEwiE1ICZzPfhAhWPQRUIHbAIAdQQMwhnKAMwAw&iact=mrc&uact=8


The Evidence for a Vision

You are inspired as soon as you attempt to realise a future vision of yourself.

MotivationPositive Emotions e.g. Self-Belief and Optimism

Creative Productivity


4 Typical Career Values

Status

Affiliation

Learning

Other


1. Write a list of uninhibited possible career options.

2. Assess each option against:

3. Pursue the desired option(s) accordingly.

(a) Your Vision & Personal Values;

(b) Strengths & Interest Areas; and

(c) Priorities & Career Values.



Career Choices:The Referendum Effect


Career Choices - Job Crafting.


Career Choices -Making the Most of Now:

Self-Reflection

1. What is the aspect of your role you like the most? Rank out of 10 how happy you are with how much time you get to spend in this

aspect of your role.

3. Who is the person you would say is the closest to what you would call a ‘role-model’ in your work? Rank out of 10 how happy you are with the amount of access you get to this person.

2. What is the task specific to your role that you enjoy the least? Rank out of 10 how happy you are with the amount of time this tasks takes up in your role.

ICSA Ireland Conference 2019:What’s the Right Career Path for You?

John Slattery, Inspo.16.05.2019


leading governance with purpose - icsa.org.uk · portfolio 4 global whey protein, nutritional...

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