Code of Governance for Subsidiary Companies of TU Dublin

Sep 1, 2026

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Governance is presented as a structured system of direction and control essential for organisations, with particular importance for universities due to their societal role and reliance on public and private funding. The preface explains why TU Dublin may form Limited Companies and Designated Activity Companies and emphasizes that subsidiaries must follow required legislation and governance arrangements under the Technological Universities Act. It positions the code as a living document aligned with best practice and prior TU Dublin governance versions.

LanguageEnglish

CategoryForms

FormatDOCX

Pages83

Reading Time29 min

AccessFree to download

Preface

Introduction

Role of the Board

Role of the Chairperson

Role and responsibilities of the Company Secretary

Role of a Director of the Board

Role of the Chief Executive Officer

Board Effectiveness

Codes of Conduct, Ethics in Public Office and Disclosure of Interests

Business and Financial Reporting

Risk Management, Internal Control, Internal Audit and Committees

Relations with TU Dublin, Minister/Department and HEA

Remuneration, Travel and Entertainment

Quality Service Charter

Subsidiaries with Charitable Status

Glossary

Appendix A – Sample contents of Service Level Agreement

Appendix B – Template Annual Governance Statement

Code of Governance For Subsidiary Companies of TU Dublin Approved by TU Dublin University Executive Team [17th August 2022] Approved by TU Dublin Governing Body [24th August 2022] Contents TOC \o "1-2" \h \z \u HYPERLINK \l "_Toc115265957" Preface PAGEREF _Toc115265957 \h 2 HYPERLINK \l "_Toc115265958" Introduction PAGEREF _Toc115265958 \h 3 HYPERLINK \l "_Toc115265959" 1. Role of the Board PAGEREF _Toc115265959 \h 6 HYPERLINK \l "_Toc115265960" 2. Role of the Chairperson PAGEREF _Toc115265960 \h 12 HYPERLINK \l "_Toc115265961" 3. Role and responsibilities of the Company Secretary PAGEREF _Toc115265961 \h 15 HYPERLINK \l "_Toc115265962" 4. Role of a Director of the Board PAGEREF _Toc115265962 \h 16 HYPERLINK \l "_Toc115265963" 5. Role of the Chief Executive Officer PAGEREF _Toc115265963 \h 21 HYPERLINK \l "_Toc115265964" 6. Board Effectiveness PAGEREF _Toc115265964 \h 23 HYPERLINK \l "_Toc115265965" 7. Codes of Conduct, Ethics in Public Office and Additional Disclosure of Interests by Board Directors PAGEREF _Toc115265965 \h 25 HYPERLINK \l "_Toc115265966" 8. Business and Financial Reporting PAGEREF _Toc115265966 \h 27 HYPERLINK \l "_Toc115265967" 9. Risk Management, Internal Control, Internal Audit and Audit and/or Risk Management Committees PAGEREF _Toc115265967 \h 29 HYPERLINK \l "_Toc115265968" 10. Relations with TU Dublin, Minister/ Department and HEA PAGEREF _Toc115265968 \h 33 HYPERLINK \l "_Toc115265969" 11. Remuneration, Travel and Entertainment PAGEREF _Toc115265969 \h 37 HYPERLINK \l "_Toc115265970" 12. Quality Service Charter PAGEREF _Toc115265970 \h 40 HYPERLINK \l "_Toc115265971" 13. Subsidiaries with Charitable Status PAGEREF _Toc115265971 \h 41 HYPERLINK \l "_Toc115265972" 14. Glossary PAGEREF _Toc115265972 \h 43 HYPERLINK \l "_Toc115265973" 15. Appendix A – Sample contents of Service Level Agreement PAGEREF _Toc115265973 \h 45 HYPERLINK \l "_Toc115265974" 16. Appendix B – Template Annual Governance Statement PAGEREF _Toc115265974 \h 49 HYPERLINK \l "_Toc115265975" 17. Appendix C – Matters for Decision of the Board of Directors PAGEREF _Toc115265975 \h 50 HYPERLINK \l "_Toc115265976" 18. Appendix D - Sample Board Standing Orders PAGEREF _Toc115265976 \h 52 HYPERLINK \l "_Toc115265977" 19. Appendix E Sample Letter of Appointment as Director PAGEREF _Toc115265977 \h 55 HYPERLINK \l "_Toc115265978" 20. Appendix F – Subsidiary Boards’ Nominations Committee PAGEREF _Toc115265978 \h 58 HYPERLINK \l "_Toc115265979" 21. Appendix G Board Self-Assessment Evaluation Questionnaire PAGEREF _Toc115265979 \h 59 HYPERLINK \l "_Toc115265980" 22. Appendix H - Framework for a Code of Conduct for the Board and Employees PAGEREF _Toc115265980 \h 71 HYPERLINK \l "_Toc115265981" 23. Appendix I - Ethics in Public Office PAGEREF _Toc115265981 \h 75 HYPERLINK \l "_Toc115265982" 24. Appendix J - Principles of Quality Service for Customers and Other Stakeholders of the Company PAGEREF _Toc115265982 \h 78 Preface Partnerships and engagement with Industry is a core part of TU Dublin (“the University) activities, and partnerships is one of the three pillars in the TU Dublin Strategic Intent 2030. For the purposes of knowledge transfer, specifically commercial exploitation of research intellectual property, or adherence to the terms and conditions of funded awards, e.g., a successful Regional Enterprise Development Fund award, TU Dublin may require from time to time to form Limited Companies and Designated Activity Companies which serve to advance the performance of the University’s activities under the Act. While the University has formed few subsidiary companies, such subsidiaries must be subject the required legislation and governance arrangements. Section 25 (1) of the Technological Universities Act provides for a Technolog

FAQs

Why does TU Dublin form subsidiary companies?

TU Dublin may form Limited Companies and Designated Activity Companies to support knowledge transfer, commercial exploitation of research intellectual property, and compliance with funded award conditions.

What legal basis governs the formation of companies by a technological university?

Section 25 of the Technological Universities Act allows a technological university to form companies for performing its functions, subject to consistency with the Act and consent of the Minister and the Minister for Public Expenditure and Reform.

How is the TU Dublin Code of Governance expected to be maintained over time?

The code is described as a living document that evolves in line with best practice, with subsequent versions approved by the Governing Body following revisions and updates.

Sep 1, 2026

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