| dc.description.abstract | The study of corporate governance and the most appropriate way to regulate
it, first became a mainstream topic post the failure of Enron in 2002. Since
then much discussion has taken place on the best way to regulate the
governance of companies and to ensure that companies are governed in a
manner that reflects the interests of its shareholders. America with the
introduction of Sarbanes-Oxley took a legislative backed approach, whilst the
UK and Ireland adopted a “comply or explain” approach. This “comply or
explain” approach gives companies a choice of whether to apply the
Combined Codes guidelines on corporate governance within their company or
not. One area given prominence in the Combined Code is the appointment of
independent non-executive directors to the board and committees within the
company, their main role being to ensure that the directors run the company
in the appropriate manner. This research looks at whether Irish listed
companies are complying with the various sections of the combined code
regarding the appointment of independent non-executive directors to the
board and committees.
This study has revealed that Irish listed companies are in most cases fully
compliant with the Combined Code provisions and believe that proper
corporate governance policies are important to their business. However the
study has also revealed that many companies are compliant with the
provisions of the combined code but not with its spirit. Although respondent
companies have stated that they have appointed the appropriate number of
independent non-executive directors, the criteria used for such appointments
has being manipulate to such an extent that their appointment has become
ineffective in achieving its desired goals.
The study has revealed that the “comply or explain” approach is flawed and
has allowed manipulation of the combined codes guidelines which has had a
direct influence on some of Irelands recent corporate scandals e.g. Anglo Irish
Bank. | en |
