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Corporate Governance & Administration Conference 2004

Join the Corporate Governance & Administration Conference at the Jury’s Hotel, Ballsbridge on March 30, 2004. Learn about Ensuring Compliance within your Company from Paul Appleby, Director of Corporate Enforcement.

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Corporate Governance & Administration Conference 2004

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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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