Regulatory Simplification: A New Era for Directors and Company Law By Katie Whelan, Senior Correspondent, IGI Magazine
In a landmark webinar hosted by the International Governance Institute, Michelle Michaelson, CEO of the Institute, welcomed a record-breaking audience to discuss the shifting landscape of corporate duties. At the start of the session, the attendance sat at 1,350 members, but jumped to over 2,275 by the conclusion. Michaelson remarked, "Seems everyone tuned in to hear you today," as she introduced the guest of honor, Peter Oakes, a leading corporate governance expert and fintech specialist.
The central theme of the session was "simplification"—a buzzword Peter Oakes predicts will dominate boardrooms as the EU attempts to scale back a decade of regulation to boost business competitiveness.
Core Updates: From Small Firms to ESG
Peter Oakes began by detailing critical changes to the audit exemption regime for small non-group companies. He highlighted the new "two and five year rule," which provides a dose of reality for firms that previously lost exemptions due to minor technical filing errors. Under this rule, a company only loses its audit exemption if it fails to deliver an annual return for a second time within a five-year period.
For larger enterprises, Oakes noted that the focus has shifted to the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CS3D). Key points included:
Capital Markets and the Listing Act
A significant portion of the address was dedicated to the EU Listing Act, designed to make public markets more attractive by reducing administrative burdens. Peter Oakes pointed out that as of today, March 5, 2026, the EU follow-on prospectus and the EU growth issuance prospectus have officially become available.
Additional changes highlighted by Oakes include:
Social Governance and the "Name and Shame" Regime
The webinar also touched on social mandates and workforce regulations. Oakes reminded attendees of the looming June 30, 2026, deadline for gender balance on boards:
Emerging Risks: AI, Pensions, and Personal LiabilityClosing his remarks, Peter Oakes addressed the EU AI Act, noting that Ireland is adopting a "distributed oversight model" where sectoral authorities (like the Central Bank of Ireland) will supervise AI use within their specific fields. He emphasized that directors must ensure staff receive sufficient AI training.
Other critical updates included:
"There is an awful lot of law out there of which you as directors ought to be aware," Oakes concluded. Michelle Michaelson thanked him for his insights before moving to an unrecorded Q&A with the audience.
In a landmark webinar hosted by the International Governance Institute, Michelle Michaelson, CEO of the Institute, welcomed a record-breaking audience to discuss the shifting landscape of corporate duties. At the start of the session, the attendance sat at 1,350 members, but jumped to over 2,275 by the conclusion. Michaelson remarked, "Seems everyone tuned in to hear you today," as she introduced the guest of honor, Peter Oakes, a leading corporate governance expert and fintech specialist.
The central theme of the session was "simplification"—a buzzword Peter Oakes predicts will dominate boardrooms as the EU attempts to scale back a decade of regulation to boost business competitiveness.
Core Updates: From Small Firms to ESG
Peter Oakes began by detailing critical changes to the audit exemption regime for small non-group companies. He highlighted the new "two and five year rule," which provides a dose of reality for firms that previously lost exemptions due to minor technical filing errors. Under this rule, a company only loses its audit exemption if it fails to deliver an annual return for a second time within a five-year period.
For larger enterprises, Oakes noted that the focus has shifted to the Corporate Sustainability Reporting Directive (CSRD) and the Corporate Sustainability Due Diligence Directive (CS3D). Key points included:
- Reporting Requirements: In-scope companies must now produce an annual director's sustainability report detailing "inside-out" impacts (how the company affects sustainability) and "outside-in" impacts (how sustainability affects the company).
- Simplification Measures: New EU amendments aim to reduce the scope of these directives. For example, CS3D will now focus on corporations with more than 5,000 employees and a net annual turnover exceeding 1.5 billion EUR.
- Irish Regulatory "Quirk": Oakes pointed out that current Irish regulations are temporarily out of sync with these new EU simplification measures, an issue expected to be addressed by the legislature later in 2026.
Capital Markets and the Listing Act
A significant portion of the address was dedicated to the EU Listing Act, designed to make public markets more attractive by reducing administrative burdens. Peter Oakes pointed out that as of today, March 5, 2026, the EU follow-on prospectus and the EU growth issuance prospectus have officially become available.
Additional changes highlighted by Oakes include:
- Exemption Thresholds: Raising the threshold for prospectuses on capital raises from 20% to 30% of shares already admitted.
- Market Abuse Regulation (MAR): Effective June 5, 2026, issuers will only need to disclose inside information after the final event in a protracted process, such as M&A negotiations, rather than intermediate steps.
- Simplified Disclosures: Equity offerings will now only require financial statements covering the last two years, down from three.
Social Governance and the "Name and Shame" Regime
The webinar also touched on social mandates and workforce regulations. Oakes reminded attendees of the looming June 30, 2026, deadline for gender balance on boards:
- Target: Relevant listed companies must ensure that 40% of non-executive directors are of the underrepresented sex.
- Reporting: Companies must publish their progress on their websites and report to the Minister by November 30, 2026.
- Consequence: Starting in December 2027, the Minister may annually publish a "name and shame" list of companies failing to comply.
Emerging Risks: AI, Pensions, and Personal LiabilityClosing his remarks, Peter Oakes addressed the EU AI Act, noting that Ireland is adopting a "distributed oversight model" where sectoral authorities (like the Central Bank of Ireland) will supervise AI use within their specific fields. He emphasized that directors must ensure staff receive sufficient AI training.
Other critical updates included:
- Auto-Enrolment: The "My Future Fund" scheme officially began on January 1, 2026, requiring employer contributions to start at 1.5%.
- Consumer Protection Code: The 2025 Code takes effect later this month, shifting from a "tick-box" exercise to proactive protection of customer interests.
- Personal Liability: Oakes specifically warned that under the Employment Contractual Retirement Age Act, directors and officers can be held personally liable for breaches—including criminal penalties—if committed with their "consent or connivance."
"There is an awful lot of law out there of which you as directors ought to be aware," Oakes concluded. Michelle Michaelson thanked him for his insights before moving to an unrecorded Q&A with the audience.