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corporate governance / director

A director is separate to her company –so why was a director personally liable for his company’s actions?

That directors are separate from the company and not liable to creditors is a core principal of company law: “the apathy of a creditor cannot justify an imputation of fraud against a limited company or its members …and…a creditor who will not take the trouble to use the means which the statute provides for enabling … Continue reading

boards / corporate governance / director / independent

The Importance of good governance: the case of INM

Independent News and Media confirmed that it is conducting a formal, independent review to examine and inquire into matters concerning its possible acquisition of the Irish national radio station Newstalk, which is owned by, the Denis O’Brien controlled, Communicorp(RTE 2017) . This follows reports that the INM CEO, Robert Pitt, had a conflict with the … Continue reading

boards / corporate governance / director / independent

Can a Director serve two Masters? Directors conflicts and independence

Independent directors are the basis of good governance and can provide objective and unbiased leadership and guidance. Independence means the director has “no known affiliation with the firm other than being on its board, taking into account the business, financial or personal affiliations, disclosed in financial statements, that compromise non-executive director independence” (Mulgrew & Forker … Continue reading

boards / CEO / corporate governance / director / non-profit / state agency / state-owned enterprise / women

Corporate Boards and the impact of Women Directors

“Only 17% of directors are women in Irish companies”[1] “One in three women directors in Ireland say a glass ceiling exists in Irish business”[2] On International Women’s Day (March 8th) numbers like these grab headlines and prompt urgent discussion, but do not answer the question, does board level gender diversity make a difference. Continue reading

corporate governance / whistleblowing

Do Whistleblowing Hotlines Work?

Although there are many definitions for whistleblowing the widely and most cited definition is “the disclosure by organisation members (former or current) of illegal, immoral or illegitimate practices under the control of their employers, to persons or organisations that may be able to effect action” (Near & Miceli 1985).  Whistleblowing hotlines[1], and the number of … Continue reading

boards / corporate governance / non-profit

Another Charity Scandal – why does it keep happening?

The recent reports of misappropriation of funds by the founder and management of Console, a suicide prevention charity, are distressing for the workers, volunteers, service users, supporters and general public[1].  The impact may be felt by the entire charitable sector, as happened following the CRC revelations in 2014, where charitable donations declined overall[2]. Managers of … Continue reading

corporate governance / state agency / whistleblowing

Paying for Whistleblowing

The Ontario Securities Commission of Canada has introduced financial rewards for whistleblowers, as much as C$5million(The Economist 2016).  This system is modelled on the American Securities and Exchange Commission scheme. But does it work? Does it uncover wrongdoing that otherwise would have continued? Not everyone pays whistleblowers, for example the British Financial Conduct Authority, the … Continue reading