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Governance for Directors on State Boards

Director Handbooks

This Handbook provides an overview of the governance framework of State Boards. It has been specifically developed for IoD members who currently sit or are interested in sitting on a State Board. It has been created in partnership with Mazars. A downloadable and digital version of the Handbook is available for members below. 


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High standards of corporate governance in State Bodies are critical to ensuring a positive contribution to the State’s overall economic efficiency, competitiveness, social cohesion and regional development. The Code of Practice for the Governance of State Bodies presents a framework for good corporate practice within the public sector and is based on the underlying principles of good governance: accountability, transparency, probity, and a focus on the sustainable success of the organisation over the longer term. It is applicable to commercial and non-commercial State Bodies.

This publication, created in partnership with IoD Ireland and Mazars, has been specifically developed for directors and senior leaders who currently sit or are interested in sitting on a State Board. The Handbook provides an overview of the governance framework for State Boards, as well as addressing the roles and duties of the board itself, its chair and individual members, and committees. It also addresses areas such as conducts and disclosures, reporting requirements, risk management, internal audits, and controls, and renumeration and superannuation. This publication focuses mainly, and was prepared based on, the governance requirements applicable to State Boards as detailed in the provisions of the Code, but it is acknowledged that a wider range of governance codes, companies acts, legislative provisions, government circulars and guidance notes should be considered in conjunction with the Code. 

Terence O’Rourke

Chairman of ESB and RTÉ, and former Chairman of Enterprise Ireland
Sitting on a State Board is a challenging, yet rewarding, endeavour. These positions require the ability to independently oversee and scrutinise the delivery of strategies of an organisation, and offer considered advice based on sound judgement and experience. This Handbook will prove to be highly valuable to those who sit on, or are interested in sitting on a State Board.