As we previously reported, Directive 2006/46/EC (on Company Reporting) was implemented in Ireland by the European Communities (Directive 2006/46/EC) Regulations ("the Regulations") (See previous article from Dec 09).The Regulations impose a number of reporting and disclosure obligations on listed companies, including the requirement for directors to include a corporate governance statement in their annual report.
The Regulations did not include a commencement date setting out the applicable financial periods. Following concerns about this, particularly in the funds industry, the European Communities (Directive 2006/46/EC)(Amendment) Regulations 2010 were published on 25 February 2010.
The amending Regulations clarify that the requirement to produce a corporate governance statement applies to listed investment fund companies for financial years beginning on or after 18 November 2009, provided the investment fund company is not listed on a market which requires annual reporting under its corporate governance code.
All other listed companies must comply with the requirement for financial periods ending on or after 18 November 2009. However, the provision in the corporate governance statement requiring the inclusion of a description of the main features of the internal control and risk management systems applies for financial years beginning on or after 18 November 2009 as this is a new requirement. This applies to all companies, including parent undertakings, credit institutions and insurance undertakings.
In addition, auditors will now have a less onerous set of requirements in respect of their report on the company's corporate governance statement than was previously the case.