Our Corporate & Commercial Team advise companies on all aspects of their corporate law requirements including Directors’ Duties under the Companies Act 2014 .
What are Directors’ Duties?
In Irish companies, the shareholders delegate responsibility for the management and running of a company to its directors. In Ireland, LTD companies must have one director and one secretary and often shareholders will appoint more than one director to manage its affairs.
Directors may be executive or non-executive in nature, although the Companies Act 2014 does not distinguish between the two types. In general, an executive director is one who is working at an executive level within the company whereas a non-executive director may be appointed to provide some impartiality to the proceedings of directors at board meetings and to bring some external input to the management of the company.
What about Directors’ Authority?
Directors’ authority is limited under the Companies Act in certain decisions which can only be taken with the consent or approval of the shareholders. Their authority might also be limited in accordance with a shareholders’ agreement. Both the Companies Act and a shareholders’ agreement or constitution seek to ensure that directors’ authority must be managed and controlled by the owners of a company.
Directors must act in the best interests of the company as opposed to their individual interests as shareholders.
Our Directors’ Duties Expertise
Our Corporate & Commercial team provide a number of services in this area including:
Advising directors of their duties under the Companies Act 2014 & any conflicts of interest
Advising director shareholders in relation to the importance of having shareholders agreements in place
Advising on the best way to avoid & minimise disputes between shareholders & directors
Appointment & removal of directors
Management & employee incentive arrangements including for executive directors
Preparing written board minutes & advising them as to the correct templates to use
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