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The Irish Corporate Governance System

Theodore G. Lynn and Blanaid J. Clarke

This working paper provides a general overview of the corporate governance infrastructure in Ireland. Part I of the paper examines the legal infrastructure. Although corporate governance in Ireland, as in many other jurisdictions, involves a self regulatory code, this code operates in the context of a highly regulated, if not always strictly enforced, statutory environment. The legal infrastructure refers to the relevant laws and regulations which address corporate governance including most importantly company law and securities law. In addition to examining the rights and responsibilities prescribed for stakeholders, this section also involves a review of law enforcement in the event that stakeholder rights are abused. Part II examines Ireland’s regulatory infrastructure which is intertwined with its legal infrastructure and which involves the bodies charged with regulating the marketplace. Although their remit and their regulatory status vary, the objective of these bodies is to ensure compliance with the relevant corporate governance regulations. Part III examines the informational infrastructure in Ireland which allows the disclosure of relevant material to corporate stakeholders in a timely fashion. Finally, part IV examines Ireland’s market infrastructure. This includes a review of ownership structures, the functioning of public markets, approaches to public and private capital markets and the existence of a market for corporate control. In reviewing the corporate governance infrastructures, the paper acknowledges the many corporate governance failings which contributed to the recent banking crisis in Ireland and describes the various reforms which have been proposed as a result.

UCD Working Papers in Law, Criminology & Socio-Legal Studies Research Paper No. 38/2010

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