Serious corporate governance challenges ahead if COVID persists - Our Irish Region Autumn Survey shows need for ‘virtual AGM’ reforms, governance difficulties with virtual meetings and ‘the end of wet ink signing'

Dublin, 17 November 2020 – The Irish Region of ICSA: The Chartered Governance Institute (The Institute) has released the results of its Autumn Survey showing some serious challenges to corporate governance due to COVID lockdown requirements. The Institute recognises that the role of the Company Secretary and of governance professionals in Ireland has changed due to the restrictions brought about by working from home and the more limited service provided by the CRO (Companies Registration Office) as a result of COVID-19.

The Autumn Survey of leading board and company secretaries in the listed, private and public sectors details how those changes have impacted on that role. There were three main findings:

  • The challenges of holding AGMs virtually
  • The lack of face-to-face communications between management and board impacting board effectiveness
  • Managing physical documents in a ‘virtual world’ and obtaining ‘wet ink’ signatures on paperwork, an issue that needs urgent change to allow for electronic signatures.

Commenting, John Burns, Regional Development Manager, Ireland of the Institute said, “This was a wide ranging, anonymised survey and what we found was, not surprisingly, that a major drawback of virtual board meetings is the lack of direct interaction between board members and company executives.

“And anyone who has attended a virtual meeting will identify with this respondent, ‘Too difficult to take minutes, answer text messages or skype messages from Board members, or presenters during the meetings, keeping an eye on who has entered the meeting room, keeping an eye on who has turned their mic on and causing interruption, and supporting presenters with share screen, and constantly reminding people when they want to speak to turn on their mic’. However, not all of the respondents agreed, ‘Minute production is more efficient when working remotely as there are fewer interruptions’.

“The length of virtual meetings is a problem as board meetings can regularly last a number of hours. One respondent put it succinctly, ‘The flow of the meeting has changed – the exec present and then each board member is requested to comment in turn. The free flow of ongoing dialogue that you would get in a board room no longer exists’.

“Not surprisingly, all respondents agreed that they’ll return to in-person board meetings, as soon as permitted, although more than 90% of respondents believe that their board and committee meetings could successfully be run remotely for another twelve months. When asked if the law should be changed to permit the holding of virtual Annual General Meetings, a strong majority – 87% – felt that it should, with one respondent commenting, ‘The Companies (Miscellaneous Provisions) (COVID-19) Bill 2020 will allow this until the end of 2020 but this should be extended’.

“On a very positive note, having recognised the challenges of a new virtual world, the majority of respondents say that they are paying even more attention to these issues. One survey comment reflected the view of the majority, ‘If anything these areas now receive more prominence as there is a heightened awareness of the risk environment and the financial data’.

The survey can be viewed at www.icsa.org.uk/irelandsurvey2020

- Ends -

For further information, please contact

Salvador Nash, President of the Irish Region
salvador.nash@kpmg.ie 
+353 (0)87 744 1226

John Burns, Regional Development Manager, Ireland
jburns@icsa.org.uk  
+353 (0)86 8888 949

or

Maria Brookes, Media Relations Manager
mbrookes@icsa.org.uk  
+44 (0)20 7612 7072
+44 (0)7890 649 143

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