This New Year is exceptional bringing with it a New Beginning for us all.

I hope that this New Year will enable us all to start to understand and come to terms with the impact of the past two years, enable us all to find our own individual path away from the Pandemic, and have the strength to deal with whatever lies in our futures in 2022.

Companies in 2022 will continue to face the pressures of reacting quickly not just to the Pandemic but now to the seemingly overnight transformation wrought by the recent lifting of so many restrictions.

On a perhaps more mundane level the Government recently announced its legislative programme for 2022 listing 44 Bills to be drafted and published in 2022. The 44 Bills range over virtually every aspect of public, private and corporate life. For companies though perhaps the Bills of most interest will be

• Competition (Amendment) Bill

• Protected Disclosures Bill

• Co-op Societies Bill

• Limited Partnership Bill

• Communications (Data Retention and disclosure) Bill

• Cybercrime Bill

• Charities Amendment Bill

• Right to Remote Working Bill

The Office of the Director of Corporate Enforcement will soon be transformed into the Corporate Enforcement Authority by the Companies (Corporate Enforcement Authority) Act 2021 signed into law on 22.12.2022 and expected to be commenced any day now. It will be interesting to see how the once familiar ODCE will operate and be judged as it morphs into the Corporate Enforcement Authority.

A shareholder can be either an individual or a company. The rights of a shareholder vary depending on issues such as the company’s Constitution, Shareholder Agreements, type of shares, etc.

A company’s Constitution will spell out the type of authorised shares and specific rights attaching such as voting rights, dividend payments, etc. Unlike the Constitution which is a public document filed in the Companies Registration Office a Shareholder Agreement is private document. A Shareholders Agreement covers issues such as rights to shares, rights to nominate an individual to the Board of Directors, and funding.

When a company is incorporated Members appoint Directors to manage the company on their behalf. As and when the Directors approve and sign the Financial Statements they are then presented to the Shareholders at an Annual General Meeting. This is when Shareholders have an opportunity to question Directors on how they managed the Company during the year and what their plans are for future development.

If you are a Member / Shareholder make sure your details are accurately reflected in the Statutory Register of Members. Without your current details including your current home address the company has no way of contacting you which is much more likely going to be more of a loss to you then to the them.

As part of the appointment process every Director acknowledges he/she is responsible for securing their company complies with all relevant obligations. Two examples of “relevant obligations” would include compliance with the Lobbying Act 2015.

• Property companies lobbying for changes in planning law, re-zoning of land.

• Charities advocating for changes in law.

The Lobbying Regulation (Amendment) Bill 2020 seeks to reform the Lobbying Act 2015. One of the proposals in the Bill will be the ability for a Designated Public Official to cease communicating with a lobbyist where they are aware that the person or body carrying on lobbying activities has failed to comply with the Act.

Transparency Ireland carried out a review of disclosure practices of 30 of Ireland’s top companies across a range of indicators including Responsible Political Engagement. Whilst a number showed leadership in the area it is fascinating to note that most of the companies did not disclose a policy on responsible political engagement. Indeed, 28 out of the 30 companies reviewed did not publish rules or policies dealing with “revolving doors” (the movement of staff rom the public sector to companies or vice versa).

For greater detail on this topic take a look at www.lobbying.ie and www.transparency.ie

KomSec Limited will close from close of business on 21.12.2022 and open again on 03.01.2023.

Happy Christmas and a Happy New Year to all our clients