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Board Diversity – how diverse are you?

Posted in Category(ies): Boards

A Board should challenge itself, and its Management Team. It should actively review, question, explore potential flaws, exploit current and future potential of the Company. The greatest threat faced by any Company is not political or economic but, complacency. Having a diverse Board should be a key tool to ensure complacency does not exist or creep into a company structure unseen or, unchallenged.

Board Diversity should embrace all diversity in order to maximise its own potential, for example:

o   gender – a no brainer, society consists of different genders, why would a Board not reflect the realities of society;

o   ageism – maintaining a balanced age profile on a Board provides experience and fresh thinking;

o   occupation – Director occupations can bring an imbalance to a Board, e.g. the majority of individual Directors on the Board of an engineering company should not be engineers;

o   length of service – staying too long on a Board can, in some cases, end up being a little like a guest who is enjoying themselves so much they do not realise they are no longer as entertaining as they once were!

Appointing an individual simply to “fit” whatever is the current hot topic for Board Diversity is insulting to the individual, and an utter waste of time for the Board, Management and the Company itself.

Boards must willingly embrace the concept of diversity in all its guises, and support the individual Directors, and the Company adapt to the change in Board dynamics.

Board diversity is for the long haul, there are no shortcuts but, like anything that is hard work the results should be worth waiting for.

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Posted on by | Kathryn-Maybury

Happy Christmas – donation to the Kevin Bell Trust

Posted in Category(ies): Latest News

 

 

 

KomSec Limited will be closed from 24.12.2018 to 02.01.2019 inclusive.

 

Everyone in KomSec Limited wishes you all a very Happy Christmas, and hope you have a contented time with your family and friends.

Our families seem even more important at Christmas.  Sadly though people die regardless of the season.  When that death happens overseas it adds an unexpected burden of logistics, costs, and bureaucracy to an incredibly emotional time. 

This year KomSec Limited has made a contribution to the extraordinary Kevin Bell Trust which helps alleviate the financial burden of repatriating a family loved one.

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Posted on by | Kathryn-Maybury

Learning Portal for Charity Trustees

Posted in Category(ies): Charities

The Charities Regulatory Authority has introduced a “Trustee Learning Portal” to provide training to help Trustees understand their legal obligations.

The first course “Guidance for Trustees” is online and takes approximately 40 mins to complete. The content covers the material from their guidance booklet of the same name. Try it for yourself, https://trusteelearning.ie/.

Despite the limitations of online learning, there are numerous advantages; the course is free, convenient, flexible and delivers quality information to a large cohort of Trustees in Ireland fully online.   

We can look forward to the introduction of additional courses over the coming months to support Trustees in getting to grips with governance requirements in the Charity Sector.

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Posted on by | Van-Geraghty

CRO Christmas Deadlines

Posted in Category(ies): Companies Registration Office

CRO CHRISTMAS DEADLINES

December is often a frantic month as everyone juggles Christmas presents and clearing their office desks.

KomSec cannot help with the Christmas presents but, we can help you clear any outstanding filing requirements you may have before Christmas.  Just remember, the CRO will not guarantee processing any submissions received after the following dates.

 

–  Company Incorporations                        11th December         

–  Change of Name                                       11th December

–  Reservation of Company Name             19th December

 

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Posted on by | Kathryn-Maybury

Trustees’ Week: 13-17 November 2017

Posted in Category(ies): Charities

Trustees’ Week: 13-17 November 2017

 

What is Trustees’ Week?

This week is Ireland’s first Trustees’ Week and is a nationwide campaign organised by the Charities Regulatory Authority and other partner organisations to celebrate the essential role that Trustees’ in Ireland play for the not-for-profit sector and to highlight the opportunities for all of us to make a difference and get involved.

 

#TrusteesWeekIrl

The week will be supported by the organisations on the steering committee posting on social media using the hashtag and publishing a series of blogs about trustees, you can access these on the Trustees’ Week LinkedIn page here.

 

Events

Please click on the hyperlink CRA Trustees’ Week Events  for a list of events being held in Dublin and Limerick. In addition, the Charities Regulator will host public meetings in Limerick (November 13) and Dublin (November 15). 

 

E-Learning Module for Trustees

The centrepiece of these will be to showcase the new e-learning module for trustees (which will be hosted on www.charitiesregulator.ie, the Charities Regulator website).  There will be case studies from a number of charity trustees and a short presentation by Boardmatch Ireland on how to become a charity trustee. 

 

 

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Posted on by | Van-Geraghty

Is climate change affecting the Companies Registration Office?

Posted in Category(ies): Companies Registration Office

Climate change can now been seen in the Companies Registration Office (CRO) as, following a drought in prosecutions for a number of years, it has re-started prosecuting companies for late filing of Annual Returns.

 

The CRO suspended prosecutions following the introduction of the Companies Act.  Now that companies and practitioners have had an opportunity to become familiar with the Act the CRO have now re-started a prosecutorial regime.

 

Currently, there are over 214,000 companies on the Register.  Compliance with Annual Return filing deadlines for the past number of years has consistently hit over 80% per year leaving a potential pool of 42,800 companies that might fall into the category of late filing. 

 

Obviously, a number of variables apply but, that said, just over 20 companies have been prosecuted by the CRO.  These companies will have to appear before the Courts in November, and without over relying on weather related puns it is fair to describe this level of prosecution as a trickle.

 

Upon conviction the Courts can apply a Class A Fine (€5,000) per offence.  It will be interesting to see how the Courts deal with the prosecutions in November as historically outcomes could best be described as patchy.  Will the trickle become a flood?  Only time will tell but, I would not be putting out the sandbags just yet!

 

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Posted on by | Kathryn-Maybury

The General Data Protection Regulation – what is relevant for small firms?

Posted in Category(ies): The General Data Protection Regulation

With so much publicity on GDPR it can be hard to separate the wood from the trees, and zero in on what is actually relevant. 

Planning out a structured response should help the bulk of small firms find life under GDPR not quite as daunting as it may first appear. 

 

As a starting point small firms should consider the following three points.

– What personal data does your firm retain

– Why is the personal data retained

– What does your firm do with the personal data

 

Ensuring your firm can document answers to the above will go a substantial way towards demonstrating compliance with GDPR. 

 

Reviewing your firms’ position on “Privacy Notices” and “Giving Consent” should be your next port of call.  Privacy Notices deal with the lawful basis for processing personal data, the length of time such data will be held, etc.  Giving Consent is required to clearly show that consent to use of personal data for specific reasons was freely given, specific, informed, and unambiguous. 

 

Companies (small firms in particular) have finite resources so, plan out what resources your firm can put into GDPR, who will be responsible for overseeing implementation, and timelines for completing the above first steps. 

 

The deadline date for complying with GDPR is May 2018 but, for small firms to best manage resources starting now so that the work programme can be spread over months is practical. 

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Posted on by | Kathryn-Maybury

General Meetings – some basics

Posted in Category(ies): Meetings

GENERAL MEETINGS

 

General Meetings are meetings specifically for the Member(s) of a company split into two types as outlined below.

 

Depending on the type of General Meeting companies should at least consider:

o   the type of Resolution(s) to be proposed;

o   is the option to pass the Resolution(s) in writing;

o   what notice periods must be given; and

o   what regulations (if any) are contained within the company Constitution.

 

Annual General Meeting (AGM) – the AGM is the General Meeting most of us would be familiar with, and surprise, surprise, it must be held annually!

The most standard business dealt with at an AGM is:

(a)          presentation of Financial Statements to the Members;
(b)          re-appointment of Statutory Auditors; and
(c)           authorising Directors to fix remuneration of Statutory Auditors.

Companies must hold their first AGM within 18 months from date of incorporation, from then the company must hold its AGM within 15 months from the date of the preceding AGM.

 

Extraordinary General Meeting (EGM) – an EGM is commonlyconvened by the company for events such as:

(a)          change of company name; and

(b)          changes to Constitution.

However, in exceptional circumstances an EGM can be convened at the request of the Members or Courts. Convening an EGM in this manner usually means the relationship between the Board and Member(s) is dysfunctional, e.g. lack of trust in how the company is being managed or, refusal of members to attend an EGM. Fortunately, the majority of companies will never come across such a situation, and heaven help those that do!

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Posted on by | Kathryn-Maybury

Letterheads – what you need to know

Posted in Category(ies): Letterheads

One of the most frequent questions we receive is what should a company put on their letterhead.  One of the most frequent failures we find is that companies forget to update their letterhead as changes occur. 

Basic requirements for letterheads are outlined below, full details can be found in S.151 Companies Act 2014.

 

1.       Director name and nationality (if not Irish)

2.       Company name

3.       Company registration number

4.       Company registered address

5.       Place company was registered (e.g. Registered in Dublin, Ireland)

6.       Business name (if applicable)

 

Although not specified within the Companies Act if invoices are going to be printed on company letterhead then the company VAT number should be included on the letterhead.

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Posted on by | Kathryn-Maybury

Company Law Review Group

Posted in Category(ies): Company Law Review Group

Company Law Review Group (CLRG)

http://www.clrg.org/

 

A statutory advisory expert body charged with advising the Minister for Jobs, Enterprise & Innovation on the review and development of company law in Ireland. 

 

KomSec Limited Director Kathryn Maybury is a Member of the CLRG representing the interests of the members of the Small Firms Association.

 

The 2016-2018 Agenda for the CLRG covers:

o   possible changes following implementation of Companies Act 2014;

o   better safeguards for company employees and unsecured creditors;

o   review enforcement of company law, and recommendations for change;

o   review provisions in Companies Act 2014 on winding-up;

o   provide ongoing support to Department of JEI on request for EU and International proposals on harmonising national company insolvency laws; and

o   possible adoption in Irish company law United Nations Commission on Trade Law Model on cross-border insolvency.

 

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Posted on by | Kathryn-Maybury