[Last updated: 1 February 2026, unless otherwise noted]

Market expectations

Investors will normally expect a foreign company to maintain a minimum standard of corporate governance after listing. The investment bank(s) advising on the listing will therefore often recommend that the company appoints one or more independent non-executive directors to the board of directors of the company. The process of ensuring that the company's standards of corporate governance are acceptable to investors may also require that the company adopt new constitutive documents and/or establish audit and/or remuneration committees, to the extent not already in place.

Annual corporate governance statement

An Irish company must state in its annual report whether or not it has complied with the Irish Corporate Governance Code and if it has not complied with it, it must provide details of the provisions which were not complied with and its reasons for non-compliance. If the company is dual-listed in both Ireland and the UK, it has the option to either follow the Irish Corporate Governance Code or the UK Corporate Governance Code.

A foreign company must disclose in its annual report the corporate governance code to which it is subject or which it has voluntarily decided to apply, where that code is publicly available, and where it departs from the corporate governance code, explain which parts of the corporate governance code it departs from and the reasons for doing so.

Irish Corporate Governance Code

The Irish Corporate Governance Code applies to Irish companies with an equity listing on Euronext Dublin. It applies to financial years commencing on or after 1 January 2025.

Historically, Irish companies listed in Ireland followed the UK Corporate Governance Code, supplemented by the Irish Corporate Governance Annex. This alignment, along with the UK Code’s reputation and familiarity among companies and shareholders, led to the decision to use the same principle and provision basis for the Irish Corporate Governance Code as is used in the UK Corporate Governance Code, whilst adapting it for the Irish market.

Some of the aspects in which the Code diverges from the approach under the UK Code include:

• Shareholder Engagement: The threshold for addressing shareholder votes against a board recommendation under the Code is 25% (compared to 20% under the UK Corporate Governance Code) to align with the threshold for special resolutions under the Companies Act 2014. The Code requires that the board detail the engagement process undertaken to consult with shareholders, but the requirement for publication of a six-month shareholder update under the UK Corporate Governance Code is not included.
• Key Stakeholders: The board should describe in the annual report how the views of stakeholders and the interests of the company have been considered in board discussions and decision-making. The board should also explain the arrangements in place for engagement with the workforce together with a requirement to review its Speaking Up policy, however the prescribed method of engagement with the workforce under the UK Corporate Governance Code is not included.
• Director Independence: The criteria likely to impair a director’s independence from being an employee of the company refer to “within the last three years” (the UK Corporate Governance Code refers to the last five years).
• Role of Company Secretary: The Irish Corporate Governance Code includes more information to reflect the role of the company secretary in corporate governance, noting that information flow within the board and its committees and between management and non-executive board members is under the direction of the chair.
• Board Skill, Knowledge & Experience: The Irish Corporate Governance Code provides that the nomination committee should use the results of the board performance review to identify and prepare a description of the skills, knowledge and experience required on the board as part of the appointments and succession planning process. Where the requisite skills and expertise are not available on the board, the board should ensure that it has access to such expertise and skills.
• Diversity & Inclusion Policy: The company should have a diversity and inclusion policy regarding gender and other aspects that are of relevance to the company, which includes measurable objectives, and it should be reviewed annually.
• Audit Committee: At least one member of the audit committee should have “competence in accounting or auditing” (rather than “recent and relevant financial experience” under the UK Corporate Governance Code). The role of the audit committee includes monitoring the “corporate reporting process” (rather than the “financial reporting process” under the UK Corporate Governance Code).
• Risk & Internal Controls: This wording of this provision aligns with the Companies Act 2014 by referring to “internal control and risk management systems”. The new provision in the UK Corporate Governance Code, requiring more prescriptive disclosures regarding the risk management and internals controls, is not included.
• Remuneration: Share awards should be subject to a minimum vesting period of three years (compared to five years under the UK Corporate Governance Code). The Irish Corporate Governance Code provides that a description of a company’s malus and clawback provisions be included in the annual report, however it does not include the new UK Corporate Governance Code Provision 38 on malus and clawback, as Euronext Dublin believes that it is too prescriptive.