The Central Bank has published on its website an amended version of the detailed FAQ document to accompany the Corporate Governance Code for Credit Institutions and Insurance Undertakings (the Code). The amended FAQ updates the Central Bank's initial version, which was published at the end of May 2011.
The aim of the FAQ is to provide further guidance on the requirements contained in the Code and has been prepared in response to queries raised by industry participants and other stakeholders. The amended FAQ states that the initial guidance published back in May has now been updated to provide further clarification with regard to:
- attendance by directors at board meetings;
- the board acting as the Audit Committee; and
- group directorships.
Of particular note are the following:
- Greater flexibility is now permitted regarding the physical attendance by directors at board meetings. Whilst directors should attend board meetings in person "wherever possible", if unable to do so, videoconferencing and teleconferencing is now permissible;
- Where the board comprises only 5 members, the full board, including the CEO and the Chairman may act as the Audit Committee. This is on the proviso that the Chairman is an independent non-executive director; and
- With regard to the operation of the Group exemption, the Central Bank has confirmed that all directorships held within a group, whether they are in financial or non-financial companies, shall be counted as one directorship.