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Governance

Companies are under increasing pressure to define their purpose in society and to deliver on the ESG promises they make. How an organisation is governed is essential in achieving these objectives.

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Good governance is a core aspect of ESG, which seeks to embed organisational culture and promote investor confidence by establishing accountability mechanisms. Good governance is also essential in ensuring a strategic approach to ESG, establishing robust compliance frameworks for assessing ESG risks and impacts and maintaining stakeholder engagement. Our ESG team advises companies on all aspects of their governance arrangements.

Our practice includes:

  • Strategic Oversight, working with boards and their legal teams on the development of internal governance frameworks and corporate strategies to integrate and embed ESG at all levels within the organisation.
  • Board of Directors, advising on directors’ duties, board and committee composition and policies, delegation of authority and organisation of audit and risk functions, including compliance with the UK Corporate Governance Code and relevant stock exchange rules.
  • Risk Management, assisting boards in the development of structures and policies for the oversight and management of decision making in relation to ESG strategy and risks.
  • Shareholder Engagement, guiding companies on effective communication of ESG strategies with shareholders and investors, understanding expectations in relation to matters such as climate and diversity and the exercise of shareholders’ rights in general meetings.
  • Reporting and Transparency, advising companies on current and future reporting obligations in relation to sustainability, climate, diversity and other aspects of ESG in compliance with local and international legislation and voluntary frameworks. We assist clients to understand the interaction between the various regimes, including the EU Non-Financial Reporting Directive, EU Taxonomy Regulation, proposed Corporate Sustainability Reporting and Corporate Sustainability Due Diligence Directives and the TCFD’s Recommendations and Recommended Disclosures.
  • Remuneration, advising on remuneration and incentive structures and alignment with ESG strategy, regulatory requirements, disclosure obligations and investor expectations.
  • Pension Scheme Trustees, advising trustees in relation to ESG aspects of statement of investment policy principles and in relation to legal aspects of ESG investments including the requirements in the Institutions for Occupational Retirement Provision (IORP) II directive and issues around: ESG reporting, maintaining ESG records and issues that arise in relation to “green-washing”.

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Governance Contacts

Sarah Thompson

Partner | Dublin

Sarah Thompson is Head of our Financial Regulation Group, and is also Head of our cross-disciplinary ESG Group. Sarah has experience in advising a broad range of clients on financial regulation matters and is admitted to practice in Northern Ireland, Ireland and England & Wales. Sarah advises on Central Bank of Ireland authorisation processes, perimeter issues, ongoing compliance with conduct of business and other requirements (with a special focus on ESG matters and on the Individual Accountability Framework and the Senior Executive Accountability Regime, IAF/SEAR), and financial services M&A. Prior to joining Arthur Cox, Sarah worked in London as a member of the Financial Regulation Group of Linklaters LLP and a partner in the Financial Services Regulatory team of Kirkland & Ellis International LLP.

Suzanne Kearney

Of Counsel | Dublin

Suzanne is Of Counsel and leads the knowledge function within the Corporate and M&A Group. She has significant experience in company law and practice. Suzanne is responsible for keeping colleagues and clients updated on relevant legal, regulatory, and commercial developments in the areas of company law, corporate governance, corporate transactions, and equity capital markets.  She regularly presents at seminars on a range of topics and authors practice briefings and client alerts.  She represents the firm in discussions with industry groups and regulators on key developments that will impact our clients and is a member of the Law Society’s Business Law Committee.

Sarah McCague

Partner | Dublin

Sarah advises on all aspects of pensions law and charity law. She advises trustees and employers on the establishment and day-to-day operation of occupational pension schemes including: on scheme restructuring; liability management exercises; benefit design; benefit reductions; scheme amendments; administration queries for example those in relation to pension adjustment orders; the winding up of pension schemes; and the application of the General Data Protection Regulation (“GDPR”) to pension schemes. She also advises in relation to the application of the Charities Act, 2009 and in particular in relation to applications to the Charities Regulatory Authority; obtaining tax-exempt status from the Revenue Commissioners; the mergers of charities; fundraising queries, and governance matters.

Conor McCarthy

Partner | London

Conor is a partner in the Corporate and M&A Group and Head of the London office. Conor advises public and private industry-leading Irish and international corporates on their complex M&A transactions, all aspects of Irish company law and equity capital markets transactions. Conor advises companies across a variety of business and industry sectors including construction, aviation, financial services, healthcare and energy. Conor advises clients on a wide range of corporate transactions including M&A transactions, joint ventures, corporate finance transactions, cross border mergers, corporate reorganisations and general corporate/commercial law matters. Conor also specialises in advising both issuers and banks in relation to equity capital markets transactions. Conor also works with his litigation colleagues in advising parties to complex shareholder and other commercial disputes. Conor has advised on some of the most high profile Irish M&A and equity capital markets transactions in recent years. Conor joined the firm in 2014 from Linklaters LLP in London.

Cian McCourt

Partner | Dublin

Cian is a partner and Head of the Corporate and M&A Group. Cian specialises in mergers and acquisitions, advising on public and private transactions as well as corporate finance and equity capital markets transactions. Cian has experience advising on domestic and cross border transactions in a number of industries including the pharma/healthcare, financial services, energy and technology sectors as well as advising on corporate migrations, holding company structures, schemes of arrangement and cross border mergers. Cian has extensive experience in public M&A and has advised international clients and boards of directors on investing in Ireland and Irish based acquisitions including advising on some of the largest and most high-profile public transactions in Irish corporate history. Prior to joining Arthur Cox Cian was a partner in another leading Irish law firm and spent a number of years based in London and New York.

Kevin Murphy

Partner | Dublin

Kevin a partner in the firm’s Asset Management and Investment Funds Group. He has extensive experience in advising in the area of financial regulation and asset management. In particular, he has considerable experience in advising on the legal and regulatory issues relating to the establishment in Ireland of investment funds (including UCITS, QIAIFs, ETFs, money market funds and private equity funds) as well as UCITS management companies and AIFMs (including those with MiFID top-up approvals). Kevin also advises on ongoing regulatory compliance issues affecting financial services companies operating in Ireland including inspections and investigations by the Central Bank of Ireland and compliance with other obligations such as ESG/SFDR, GDPR and AML. He also advises financial institutions and asset management firms on various matters arising from market, regulatory or dispute/litigation-driven events. He is a regular speaker at industry conferences. Kevin has also contributed to asset management and investment funds industry publications, such as the Financial Times and the Wall Street Journal.  He is a past Chair of the Irish Funds and a past member of An Taoiseach’s (the Prime Minister’s) Funds Group. He has also advocated for clients before representatives of the European Commission, European Parliament and the European Securities and Markets Authority (ESMA).

Tara O’Reilly

Partner | Dublin

Tara is a partner in the firm’s Asset Management and Investment Funds Group. Tara has extensive experience in advising leading asset managers and fund promoters. Tara has extensive experience advising clients both globally and domestically in the structuring, establishment, management and sale of a wide variety of investment funds in the UCITS and alternative space. Tara advises those funds, their management companies, servicing operations and directors of their regulation, compliance and corporate governance requirements.  Tara has also advised on a number of large asset management group and platform amalgamations.  Tara has a particular expertise in ETFs and is a leadership member of the Irish chapter of Women in ETFs. Tara is also a regular contributor on asset management and investment funds to international journals and publications.