Download Hospital Corporate Governance: Directors' Duties & Best Practices and more Slides Corporate Law in PDF only on Docsity! Corporate Governance in a Hospital Environment Docsity.com Presentation Overview • Introduction to ODCE • Company Law and Directors’ Duties • Board of Directors/Hospital Board • Corporate Governance, Best Practice • Sources of Information Docsity.com Overview of the ODCE • Independent • 37 staff • Divided into 5 Units: – Compliance - Enforcement – Assessment - Corporate Services – Insolvency Docsity.com Consequences of Non-Compliance Prosecutions • In general, maximum penalties under the Companies Acts are: – €1,900 and/or 12 months imprisonment on summary conviction, and; – €12,700 and/or 5 years imprisonment on conviction on indictment (any offence for which the maximum sentence is 5 years or more is an arrestable offence). Docsity.com Consequences of Non-Compliance • Significantly higher penalties are available for certain offences e.g. – fraudulent trading: €63,500 and/or 7 years, and; – market abuse: €10million and/or 10 years. • Can also be held personally liable for debts/costs Docsity.com Company Law and Directors’ Duties • Company is a separate legal entity – Can sue and be sued in its own name – Holds assets and incurs liabilities separate from its members/shareholders – Confers limited liability on members/shareholders Docsity.com Company Law and Directors’ Duties • Company is managed on behalf of members by the Board of Directors • Duty to company • Board has collective responsibility for all actions (and omissions) by the company • All directors are officers of the company and are subject to Company Law duties Docsity.com Company Law and Directors’ Duties • “Types of Directors” – Non-executive directors – Shadow directors – De facto directors Docsity.com Company Law and Directors’ Duties • Special Rules on Transactions with Directors – Loans to Directors – Significant Transactions with Directors (or related parties) – Loan guarantees – Credit transactions Docsity.com Company Law and Directors’ Duties • Fiduciary Duties – Act in good faith and in company’s interest – Be open and transparent – Act with due care, skill and diligence • Duties owed to company, members, creditors, employees. Docsity.com Board of Directors and Hospital Board • Company Law does not recognise boards, committees, etc. • Only directors have the powers under Companies Acts • Members/Shareholders/Subcribers have ultimate power in general meeting to hire and fire Board Docsity.com Board of Directors and Hospital Board • As a member of the Board you are an officer of the company • All company law duties apply to you personally • You are potentially exposed to punishment under Company Law Docsity.com Corporate Governance • Term of Office of Directors – Standard Articles require re-election every three years – May be amended to require annual re- appointment – Cannot take from members the right to remove directors Docsity.com Corporate Governance • Regularity of board meetings – No specific company law requirement – Best practice says “sufficient” – In general 2-6 times a year, depending on degree of involvement in day-to-day operations – Failure to maintain control over company affairs is a primary cause of company failure Docsity.com Corporate Governance • Board should review its own operations • Strategy for its own renewal • Delegation must be properly documented, with sufficient powers but with clear limits • Highest ethical standards, no conflicts • Open, accountable, and communicative www.governancehub.org.uk Docsity.com Sources of Information • ODCE Information books – 7 booklets, covering powers and responsibilities, of companies, directors, secretaries, members, creditors, auditors, liquidators, receivers and examiners Docsity.com Sources of Information • Other guidance from our website www.odce.ie – Combined Code on Corporate Governance – Turnbull guide on implementation of Code – Guide for Community and Voluntary sector (UK) Docsity.com
