IRELAND Law and Practice Contributed by: Keith Robinson, Barry Tyrrell and Julia Mullin, Dillon Eustace LLP
gives member states discretion for institutions in relation to the calculation of the total risk exposure amount when calculating the own funds requirements), and Article 465(5) (which gives member states discretion in relation to the transitional arrangements for the output floor; specifically, Article 465(5) allows for lower risk weights to be applied to exposures secured by mortgages on residential property). Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 (the “Companies Act”)was enacted on 12 November 2024. The Companies Act is designed to enhance and strengthen govern - ance, enforcement and regulatory provisions in the Companies Act 2014. The Companies Act focuses on four main com - pany law areas: corporate governance; compa - ny law enforcement and supervision; administra - tion; and insolvency. Once enacted, the Companies Act allows for advancements in corporate governance. Two designated activity companies will be able to merge under the Companies Act 2014’s merg - er by absorption provisions. Currently, at least one of the companies must be a limited com - pany. The Corporate Enforcement Authority (the “CEA”) will be given new information gathering powers including changes to the powers avail - able to the CEA for seeking additional informa - tion from auditors following an indictable offence report.
The Companies Act also: • facilitates the execution of documents under seal to be done in counterparts; • facilitates the holding of AGMs in two or more venues whether inside or outside of the state using any technology that provides members with a reasonable opportunity to participate and generally facilitates the holding of elec - tronic general meetings; and • clarifies certain reporting obligations on audi - tors in respect of company law offences. In respect of company administration, a person will be required to apply to the registrar to act as an electronic filing agent. Where a company is availing of the summary approval procedure, a copy of the declarations will also need to be delivered to the registrar. Additional obligations will be imposed on receivers to provide infor - mation to the registrar and the time limits for provision of this information and returns will be shortened in several instances. Irish Corporate Governance Code Euronext Dublin has published an Irish Corpo - rate Governance Code. The Code is designed to allow for greater flexibility to adapt and evolve as the corporate, legal, and economic climate changes, ensuring that governance standards remain relevant and effective for the Irish market. The Code will apply to Irish companies listed on the regulated market of Euronext Dublin for accounting years commencing on or after 1 Jan - uary 2025. However, given the large number of dual-listed companies with a UK and an Irish list - ing and to reduce the reporting burden for these companies they will have the choice to adopt the Irish Code or the UK Code under the proposed changes to the Euronext Dublin listing rules.
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