Directors' Duties in Ireland, in Plain English

Section 228 of the Companies Act 2014 took the fiduciary duties the courts had built over a century and wrote them down. Every Irish director owes them — the executive, the family-company parent, the volunteer on the club or OMC board — and most have never read them. Here they are, translated, with the only compliance advice that survives contact with hindsight: paper it.

The Eight, Translated

• Good faith in the company’s interests: the company’s — not your appointer’s, your branch of the family’s, or your own;
• Honestly and responsibly: the standard your whole stewardship is later judged by — the same words that decide restriction applications;
• Act within your powers: the constitution and lawful purposes bound you — effective control is not lawful authority;
• No fettering of discretion: tomorrow’s judgment cannot be sold today, except as the law allows;
• Conflicts governed: interests declared, authorisations obtained — transparency as the price of permission;
• No personal use of company property, information or opportunities: the customer list, the almost-signed deal, the company’s money — the company’s;
• Care, skill and diligence: the competence limb — judged against what your knowledge and experience should have delivered;
• Have regard to members’ and employees’ interests within the frame above.

When the Duties Bite

Three moments, predictably: boardroom war, where duty allegations are standard weapons in director disputes and shareholder oppression claims; insolvency, where a liquidator reconstructs the final years with hindsight and the creditors’ shift reframes old decisions — the territory of restriction and personal exposure; and the volunteer sectors, where OMC and club directors discover the duties apply to them precisely when a member campaign or regulator asks — the reason OMC governance is its own practice here.

Compliance That Actually Protects

Not grand gestures — rhythm: board decisions minuted with reasons and advice noted; conflicts declared in the register, not remembered later; returns filed (the register never sleeps, and now strikes for more reasons); accounts real and current. Directors who keep the rhythm are nearly unassailable in every later forum, because every later forum reads paper. Directors who kept everything in their heads discover that memory, unlike minutes, is cross-examinable.