Mr. Paul Egan:

This afternoon I appear as chair of the Company Law review Group. Beside me is Mr. Vincent Madigan, who like me is a founder member of the Company Law Review Group and review group’s secretary, Ms Tara Keane. The Company Law Review Group was established on a statutory basis by section 67 of the Company Law Enforcement Act 2001 and continues under chapter 4 of Part 15 of the Companies Act 2014. The review group consists of members who have an expertise in and an interest in the development of company law, including practitioners such as lawyers, accountants, chartered secretaries, users of company law such as business persons and trade unions, regulators, that is, implementation and enforcement bodies and representatives of Departments, including the Department of Business, Enterprise and Innovation. A number of professional and other bodies nominate members and the Minister makes appointments as well. The secretariat is provided by the company law development and EU unit of the Department of Business, Enterprise and Innovation. We work to a work programme which is determined by the Minister in consultation with the review group. The review group presents its recommendations on matters in its work programme to the Minister. The Minister reviews the recommendations of the group and then decides the policy direction to be adopted. Members of the review group other than the chair are not remunerated in respect of their membership.

The review group meets between two and four times a year in plenary session, with most of our work being carried out by committees of which there are currently five. They are related to corporate governance, corporate insolvency, a statutory committee which is a standing committee dealing with ongoing matters, a corporate enforcement committee and the Part 23 committee, which relates to public companies which are dealt with under Part 23 of the Companies Act.

Our statutory functions are set out in section 959 of the Companies Act 2014, which include: a requirement to monitor, review and advise the Minister on matters concerning the Companies Act; the amendment of the Act; the introduction of new legislation on the operation of companies and commercial practices in Ireland; the rules of court; judgments of courts; issues arising from the State’s membership of the EU; international developments in company law; and other related matters. In so doing we must seek to promote enterprise, facilitate commerce and simplify the operation of the 2014 Act, enhance corporate governance and encourage commercial probity.

The Bill, the heads of which are under discussion today, to establish the new corporate enforcement authority as an independent company law compliance and enforcement agency is one of several measures announced on the 2 November 2017 in measures to enhance Ireland’s corporate economic and regulatory framework. This is pursuant to a policy initiative of the Government rather than a proposal resulting from one of the Company Law Review Group’s reports. The Bill, however, does include a number of provisions to give effect to certain of the recommendations in review group reports or derived from those reports. I refer specifically to the review group’s report on shares and share capital which was prepared in the first instance by a committee of which I was then chair, a report on corporate governance matters and a report on the protection of employees and unsecured creditors where Mr. Madigan was the chair. Our competence to speak to matters today is focused on Parts 3, 4 and 5, which deal with those respective reports and recommendations either contained in or derived from them.

To bring the committee up to date, the way the review group has worked in the past has been on two-year programmes with a big report at the end of two years. In the paper that I submitted in advance of today’s meeting, I give the headings of the various reports that have been submitted. I took office in June 2018, by which stage the review group had produced 16 annual reports and eight special reports, most notably the report that gave rise to the general scheme of the Companies Bill which was published in 2007 and eventually became law as the Companies Act 2014. That was probably the most intense period of work of the review group as its refocused company law away from the minority of companies which were public companies and instead focused it on the private company. That resulted in a section-by-section, root and branch reform of the law. The review group feels a special affection for the 2014 Act.

Most recently, the review group delivered its annual report for 2018 to the Minister in compliance with the Companies Act. It contained a code of conduct that we applied for in the conduct of our proceedings, a submission on the review of the Limited Partnerships Acts, a submission on the shareholders’ rights Directive 2017/828 and a report on the UNCITRAL Model Law on cross-border insolvency. I look forward to discussing the Bill, in particular the heads in Parts 3, 4 and 5.