Good morning ladies and gentlemen

I am delighted to be here this morning to once again welcome you to the Institute of Chartered Secretaries and Administrators Annual Conference.

As chartered secretaries, you are well aware of the essential role which the company secretary plays in ensuring reliable corporate governance. The new Companies Consolidation and Reform Bill, which brings together the existing body of company law under a single Bill, strongly recognises this vital role.

That part of the Bill that deals with corporate governance requires every company to have a secretary, and further requires that this appointment is made by the directors of the company. The directors are not free to choose just anyone for this task – they must ensure that the person appointed as secretary has the skills necessary to discharge his or her statutory duties and such other duties as may be delegated to the secretary by the directors. The independent and providential role of the secretary is underlined by the fact that, where a company has only one director, that person may not also hold the office of secretary.

The Companies Consolidation and Reform Bill, as well as addressing the role of the company secretary, deals with a lot more besides. It is, of course, a massive project in streamlining Irish company legislation and one which it is hoped will make that code far easier to use for those, such as yourselves, who come into contact with it every working day.

A great many benefits will be seen as a result of the enactment of measures contained in the new Bill. We will have a greatly simplified legal framework for corporate activity – the twelve existing Companies Acts, from 1963 to 2005, will be consolidated into a single statute. A substantially reduced regulatory regime will operate for the ‘private company limited by shares’ which will be permitted to have just one director, assume the same contractual capacity as a natural person, dispense with holding AGMs, avail of the written resolution procedure for majority as well as unanimous resolutions, and adopt a one-document modernised constitution instead of the current two-document memorandum and articles of association. The criminal law regime applicable to all companies will be greatly simplified and consolidated by the introduction of a categorisation system where almost all offences created by the legislation are assigned a level of seriousness ranging from category 1 to category 4.

This will greatly reduce complexity, clarify auditors’ obligations to report certain offences, and encourage greater certainty of the criminal law framework in the Companies Code. While simplifying and modernizing the legal framework for corporate activity, the Bill will also ensure that the rights of shareholders and creditors are fully protected.

These positive benefits will enhance the attractiveness of Ireland as a place to do business and assist both the encouragement of foreign direct investment and of indigenous business. It is also further evidence of this Governments commitment to minimize the regulatory burdens on business in the State.

As to the current state of play, the Company Law Review Group, the CLRG, has almost finalised its work on the preparation of the General Scheme of the Heads of the Bill.

The CLRG expects to report on its recommendations to me, as Minister with responsibility for company law, shortly. The draft Bill will contain in excess of 1500 Sections and, on the approval of the Government, will be passed to the Office of the Parliamentary Counsel for formal legal drafting. Given the size and complexity of the Bill I hope that it could be presented to the Oireachtas in early 2008.

The CLRG has been assisted enormously in its work on the preparation of the Bill over the last number of years by the dedicated and informed contribution made by successive representatives of your own Institute. I know that I speak for the CLRG, and its Chairman, Dr. Tom Courtney, as well as myself, when I thank those nominees individually, and your Institute collectively, for the expertise and time which you have contributed to this hugely important project.

The Companies Consolidation and Reform Bill is not the only piece of company legislation which my Department is working on at the moment. The Investment Funds, Companies and Miscellaneous Provisions Bill 2006 finished its passage through the Seanad two weeks ago, and I intend to introduce it in the Dáil tomorrow. This amending legislation responds to a number of issues, some of which have been raised by industry as matters of concern for Irish companies.

The Bill amends the Companies Acts 1963-2005 dealing with a number of issues, among them the increase of audit exemption thresholds. This Bill increases the turnover limit to €7.3million and the balance sheet total limit to €3.65 million. The existing thresholds are €1.5 and €1.9 million respectively. This will allow more companies to avail of the audit exemption and will have a significant impact in terms of lessening the regulatory burden on small business.

The Bill also deals with matters relating to ‘dematerialisation of securities certification’ and ‘guarantor liability for prospectus content’. Provisions in the Bill also facilitate the transposition of the EU Transparency Directive which is due to be implemented into Irish law by January 2007; further refine the transposition of the EU Takeovers Directive which was transposed into Irish law to meet the EU deadline of 20 May 2006; and amend the Consumer Information Act 1978 to allow for the appointment of a person to perform the functions of the Director of Consumer Affairs for a period of more than 6 months.

The legislative changes proposed in the Bill are designed to facilitate business development, copperfasten our competitiveness in key sectors of the economy, ease the regulatory burden on business while facilitating the transposition of EU Directives.

Thank you. Before I leave may I wish you all a successful and productive day.

Ends

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