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Responsibilities in respect of NEDs and INEDs (paras. 2.4.11.-2.4.16.)

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13 June 2023

2.4.11. While the Central Bank recognises that NEDs and INEDs do not manage a firm's business in an executive capacity, they play an essential role as members of the board in respect of the oversight of the firm and in safeguarding a firm's governance framework. In line with Corporate Governance Requirements, boards must ensure their firm's strategy and organisational culture are consistent with its purpose and values and ensure that the appropriate culture is embedded in the organisation. Under Irish law, all directors, executive or non-executive, have, as board members, the same obligations and duties including that the board acts collectively and in good faith for the overall benefit of the firm. The SEAR complements the statutory and fiduciary duties of directors, as set out in the Companies Act 2014.

2.4.12. The Corporate Governance Requirements set out detailed provisions on the role of the board as well as the role of individual directors including that both the role and the res

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