Best Practice For Board Appointments

/ 10th December 2018 /

Knowledge Transfer Ireland’s new guide gives practical advice and guidance on the appointment of company directors and observers to Micro, Small and Medium enterprises, writes Dr Alison Campbell, director, Knowledge Transfer Ireland

Speak to any business leader and they will tell you that setting up and running a company is exciting, thrilling and exhilarating, but it is also a great challenge. There are various considerations and decisions to be made around business planning, investment and funding, staffing, sales and legal structure. The latter can often be a daunting task, in particular when companies turn their attention to the task of appointing company directors and accepting observers onto the board – something that can prove more tricky than anticipated.

Understanding Obligations

With this in mind, Knowledge Transfer Ireland (KTI) - the national office that helps enterprise access, engage with and commercialise state research – has launched a publication that makes the obligations and liabilities associated with director and observer roles on a board simple and straightforward to understand. In one short document, The Practical Guide: Role of Directors & Observers seeks to provide guidance to those considering taking up such positions, as well as help companies to manage these roles.

While the contents of the guide are applicable to all individuals and organisations looking at directorships, it was produced primarily as a resource for early stage businesses and company founders. It also covers the appointment of observers to a board, a role for which guidance is not often provided and one which may bring some inherent liabilities. The guide is concise, focusing on key aspects to consider for both these positions.

Information Resource

In explaining the rationale behind the publication, Dr Alison Campbell, Director of KTI, said: “We initially embarked on this guide to help people who are getting involved in the boards of spin-outs. But we quickly realised that it has broader application for many early stage companies looking for a simple information resource.

“It is essential that those who are looking to join or to appoint people to the boards of companies are aware of their legal obligations and responsibilities under Irish company law. With more companies being formed each year, it is crucial that this kind of advice is available to them at an early stage.”

Detailed in the guide are different types of company director including executive, non-executive, nominee and de facto/shadow directorships. Their roles and responsibilities with regards to the Companies Act 2014 are clearly outlined. The duties of company observers, who are typically appointed by a company’s shareholders to ensure prudent running of the organisation, are also detailed in the short, easy-to-navigate guide.

Duties and Responsibilities

“Anyone looking to take up the role of director or observer should ensure that they are familiar with their duties and responsibilities, as the consequences of a breach of duty may be far-reaching. We hope that this guide proves a useful resource for all industry in deciding whether to seek and exercise director or observer appointment rights,” continued Dr Campbell.

The publication is the latest in the KTI Practical Guides series. The series has been produced as a resource for those approaching commercial arrangements relating to research and development, involving Irish research-performing organisations and commercial companies, entrepreneurs and investors.

The Practical Guide: The Role of Directors & Observers is freely available to download from the KTI website.

Further information is available at www.knowledgetransferireland.com or by following KTI on: