Ireland - Corporate Governance Code FAQs and Fit and Proper letter

I got the following Corporate Governance Code FAQs through my RSS feed today, and I was quite shocked about the timing, bearing in mind the 30th June transitioning deadlines for the code - I expect the responses have been shared with the individual questioners prior to this, so the main value is for Board Membership-related questions, which is the one element of the code which compliance can be postponed for another 6 months.

Summary points;

·         Teleconferencing permissible “on occasion” – majority of meetings must be attended in person

·         Time commitment in Letter of Appointment up to firm, Regulator can overrule

·         No plan to kick 9yr+ INEDs off boards as matter of course

·         CEO may not be chair even for a one-off meeting, unless exceptional circumstances

·         Group executives may be subsidiary Chairs (surprising)

·         For 5yr review of CEO clause, the count-back is from Jan 1^st 2011

·         Consulting actuaries would count as Head of actuarial function in absence of anything else

·         Industry asking for regulatory guidance on Risk Appetite, and it is actually being considered

The overwhelming feel from the document was one of regulatory fatigue at the line of questioning from the industry, unsurprising as the document is 50 pages long, and most of the questions centre around "What can I get away with"!


On the same day the following chase up letter on Fit and Proper was sent to the banking industry executives, and again underlines how aggresive the Central Bank can afford to be with the Irish banking crisis as its cornerman, let alone the political promises of Mr Noonan.