Statutory Role

Chapter 4 of Part 15 of the Companies Act 2014 sets out the statutory role and advisory responsibilities of the Review Group and the basis on which its members are appointed.

Company Law Review Group

Section 958 - Company Law Review Group

1. The Company Law Review Group, established by section 67 of the Company Law Enforcement Act 2001, shall continue in being.
2. That Group is referred to in this Chapter as the “Review Group”.

Section 959 - Functions of the Review Group

1. The Review Group shall monitor, review and advise the Minister on matters concerning --
   1. the implementation of this Act,
   2. the amendment of this Act,
   3. where subsequent enactments amend this Act, the consolidation of those enactments and this Act or the preparation of a restatement under the Statute Law (Restatement) Act 2002 in respect of them,
   4. the introduction of new legislation relating to the operation of companies and commercial practices in Ireland,
   5. the Rules of the Superior Courts and case law judgments of courts related to companies,
   6. issues arising from the State's membership of the European Union, in so far as they affect the operation of this Act,
   7. international developments in company law, in so far as they may provide lessons for improved State practice, and
   8. other related matters or issues, including issues submitted by the Minister to the Review Group for consideration.
2. In advising the Minister the Review Group shall seek to promote enterprise, facilitate commerce, simplify the operation of this Act, enhance corporate governance and encourage commercial probity.

Section 960 - Membership of Review Group

1. The Review Group shall consist of the persons appointed by the Minister to be members of it.
2. The Minister shall from time to time appoint a member of the Review Group to be its chairperson.
3. Members of the Review Group shall be paid such remuneration and allowances for expenses as the Minister, with the consent of the Minister for Public Expenditure and Reform, may determine.
4. A member of the Review Group may at any time resign his or her membership of the Review Group by letter addressed to the Minister.
5. The Minister may at any time, for stated reasons, terminate a person's membership of the Review Group.
6. Any appointment of a person as a member of the Review Group, or of a member of it as chairperson, made before the commencement of this section shall continue in being in accordance with its terms.

Section 961 - Meetings and business of Review Group

1. The Minister shall, at least once in every 2 years, after consultation with the Review Group, determine the programme of work to be undertaken by the Review Group over the ensuing specified period.
2. A work programme determined by the Minister under section 70(1) of the Company Law Enforcement Act 2001 before the commencement of this section shall, for the unexpired portion of the period to which it relates, continue to be undertaken by the Review Group.
3. Notwithstanding subsection (1), the Minister may, from time to time, amend the Review Group's work programme, including the period to which it relates.
4. The Review Group shall hold such and so many meetings as may be necessary for the performance of its functions and the achievement of its work programme and may regulate the procedure of those meetings (including by the establishment of subcommittees and the fixing of a quorum for a meeting) as it considers appropriate.
5. The members shall elect one of themselves as chairperson for any meeting from which the chairperson of the Review Group is absent.
6. A member of the Review Group, but not the chairperson, may nominate a deputy to attend in his or her place any meeting that the member is unable to attend.

Section 962 - Annual Report and provision of information to Minister

1. No later than 3 months after the end of each year, the Review Group shall make a report to the Minister on its activities during that year and the Minister shall ensure that copies of the report are laid before each House of the Oireachtas within  2 months after the date of receipt of the report.
2. The report shall include information in such form and regarding such matters as the Minister may direct.
3. The Review Group shall, if so requested by the Minister, provide a report to the Minister on any matter --
   1. concerning the functions or activities of the Review Group, or
   2. referred by the Minister to the Review Group for its advice.

To read the text of the Companies Act 2014, click here