Governance, Ethics & Board Oversight
Every other module rests on this one: how the board decides, oversees and answers for what happens.
Directors' duties, individual accountability, culture and speak-up.
Why it's on the leadership agenda
Directors' duties have not changed in principle, but the expectation of evidence has. Regulators, auditors and courts now look for a clear record of what the board knew, what it asked, and what it decided.
In Irish financial services, the Individual Accountability Framework assigns named responsibilities to senior individuals and holds them to conduct standards. Across the wider economy, organisations with 50 or more employees must operate formal whistleblowing channels, and directors can be personally liable where failures follow from their neglect.
Culture is where these obligations meet. A board that cannot see how issues are raised, escalated and resolved cannot credibly say it oversees them.
What the module covers
Directors' duties in practice: what good oversight looks like, and how to record it
Allocating responsibility: role clarity between board, committees and executives
Individual accountability regimes, including SEAR for regulated financial services firms
Speak-up and protected disclosures: channels, independence and board reporting
Reading culture: the indicators that show whether stated values hold in practice
Board effectiveness: information flow, challenge and the quality of board papers
What your leadership team will be able to answer
If a regulator asked who was responsible for a failure, could we name them and show the record?
Do our committees and executives know exactly where their accountability starts and ends?
Are concerns raised early, and would the board hear about the serious ones?
Do our board papers give us what we need to challenge, or only what we need to note?
What evidence do we have that our culture matches what we say it is?
The regulatory frame
Conduct standards and the Senior Executive Accountability Regime for regulated financial services firms.
Conduct standards from 29 Dec 2023; SEAR from 1 Jul 2024, with non-executive roles from 1 Jul 2025
Formal reporting channels, fixed response timelines and personal liability for directors where failures follow from neglect.
Employers of 50 to 249 staff from 17 Dec 2023
Dates reflect the position as of September 2026. Every engagement begins with a current regulatory review.
What you leave with
A responsibilities map across the board, committees and executive team
A review of how board decisions are evidenced and recorded
An assessment of your speak-up arrangements against the 2022 Act
A short set of culture indicators for regular board review
Practical recommendations on board papers, information flow and challenge