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Corporate Governance and Administration Conference

Corporate Governance and Administration Conference. Jury’s Hotel, Ballsbridge 30 March 2004. Ensuring Compliance within your Company. Paul Appleby Director of Corporate Enforcement. Introduction. Where are we? The ODCE in 2004 Where are we going? Compliance Detecting suspected offences

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Corporate Governance and Administration Conference

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  1. Corporate Governance and Administration Conference Jury’s Hotel, Ballsbridge 30 March 2004

  2. Ensuring Compliance within your Company Paul Appleby Director of Corporate Enforcement

  3. Introduction • Where are we? The ODCE in 2004 • Where are we going? • Compliance • Detecting suspected offences • Investigation and enforcement • Insolvency matters • Working with the ODCE

  4. The ODCE in 2004 (1) • Specific remit is Company Law, not other laws or codes of corporate governance • We have two main objectives: • encouraging adherence to company law • bringing to account those who disregard it

  5. The ODCE in 2004 (2) • Satisfactory start to our work • Range of ODCE publications available • Increases in reported non-compliance • Successes with our enforcement work • Encouraged by recent TNS/MRBI research

  6. The ODCE in 2004 (3) Company Directors (300 sample) • 97% feel compliance is very/fairly important • 66% consider compliance to be very/fairly easy • 54% acknowledged some familiarity with the ODCE • 34% rate ODCE as very/fairly effective (18% say no) • 30% have seen ODCE Information Books and 83% of those were complimentary about their value

  7. The ODCE in 2004 (4) Accountants and Liquidators (130 sample) • 95% say that compliance has increased in last 5 years • 98% acknowledged some familiarity with the ODCE • 66% rate ODCE as very/fairly effective (31% say no) • 86% have seen the ODCE’s Information Books and 91% of those were complimentary about their value

  8. The ODCE in 2004 (5) Current Challenges • Guidance arising from the Companies Act 2003 • Large volume of reported offences/misconduct • Quantity/range of enforcement activity • Number of liquidator reports/other insolvencies • Capacity-building within the Office

  9. Compliance (1) 2003 Act Guidance required on – • Directors’ compliance statement • Audit committees • Auditor reporting • Audit exemption • ODCE Information Books

  10. Compliance (2) • Continue ‘outreach’ programme of seminars • Keep our website up-to-date • Review ODCE communications strategies • Contribute to company law developments • Participate in international research

  11. Detection of Offences (1) • Develop information-sharing arrangements with IAASA, IFSRA, ISE, Revenue, etc. • Advance the 400 cases on hands at end-2003 • Evaluate close to 1,000 new auditor reports, public complaints and matters in the public domain • Progress the current company investigations and undertake some new investigations where relevant

  12. Detection of Offences (2) • Focus public complaints on company law issues • Improve the consistency of auditor reporting • Enhance information flows between ODCE and auditors and ODCE and other regulators • Consider initiatives in discrete areas like management companies

  13. Investigation/Enforcement (1) • Advance to decision stage some ‘big cases’ • Progress the directors’ transactions cases • Prioritise investigation cases of particular merit • Select best evidence-gathering instruments • Receipt of Relevant Documentation • Voluntary witness statements • Arrest/detention

  14. Investigation/Enforcement (2) • Initiate 50 prosecution proceedings • Conclude 35 prosecution proceedings • Secure 100 convictions • Widen the prosecuted offences to 12 types • Undertake 10 restriction/disqualification cases

  15. Insolvency Matters (1) • Ensure compliance by liquidators with their reporting obligations • Evaluate close to 1,000 new liquidator reports • Monitor liquidators’ restriction proceedings • Maintain Public Notice Procedure

  16. Insolvency Matters (2) • Investigate evasion of accountability process • Examine other insolvent company cases • Insolvent liquidation cases with no liquidator • Unliquidated insolvent companies • Dissolved companies after strike-off • Companies post-receivership

  17. Insolvency Matters (3) • Monitor restricted/disqualified directors • Prevent undischarged bankrupts acting • Examine possible misconduct by liquidators/receivers

  18. Working with the ODCE (1) • The ODCE is not an end in itself • It is a means by which those infringing the law will be investigated and brought to account • Our motivation is to improve the environment for enterprise • We’re in the risk reduction and quality assurance business to benefit creditors/other stakeholders

  19. Working with the ODCE (2) • We welcome information relating to offences • We encourage cooperation from related parties • We try to reduce the ‘fear factor’ vis-a-vis clients • We minimise our use of serious legal powers • You should seek professional advice if in doubt • Much of our work is intrusive by nature, but it is such in the public interest

  20. Working with the ODCE (3) www. odce .ie • About the ODCE • ODCE Services • ODCE Publications/Statements • Legislation • Court Decisions

  21. Thank You Questions?

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