The Law Society Council is committed to best practice in corporate governance and seeks to develop an appropriate governance framework, recognising members of the Law Society as the key stakeholders and Council as the governing body elected by those members.

Current Council members at the date of this report are identified under Council of the Law Society. 31 members of Council, elected by national elections, and four members elected by provincial elections serve for a two-year term and may be re-elected indefinitely. Council appoints up to 13 further extraordinary members annually based on nominations from the Southern Bar Association, the Dublin Solicitors Bar Association, and the Law Society of Northern Ireland.

At the November 2023 annual general meeting Helen Coughlan, Maeve Delargy, Liam Kennedy and Morette Kinsella retired from Council. Niamh Counihan, Donal Hamilton, and Hilary O'Connor were elected for the first time at the same meeting. During the 2023/24 term, Chris Callan resigned from Council on his appointment as a judge. Council co-opted Graham Kenny as a replacement to complete Chris Callan's term.

Duties and responsibilities

Under the royal charter, Council is responsible for "the sole and entire management of the Society". However, certain powers are reserved only to Law Society members. Members elect the Council, set the date of the AGM, and appoint the auditors and the election scrutineers. Members also approve any change to the bye-laws and any capital expenditure greater than €2 million.

Section 73 of the Solicitors Act 1954 permits the Council to delegate any powers to any committee appointed by Council. Pursuant to this provision, Council delegates a wide range of responsibilities and statutory functions to seven standing committees that can bind the Law Society. The standing committees are identified elsewhere in this report.

Council appoints chairpersons and members to committees at the start of each new Council year. Committees, with few exceptions, are not limited in size, and maximum length of service on a committee is not constrained.

Council diversity

Council is aware that its composition should broadly reflect membership of the Law Society. 72% of Council members are elected by members of the Law Society. The remaining 28% are appointed by Council on nomination by other bodies. The Law Society membership database can be used to compare composition of the Council with composition of the Law Society's members by gender, geography, and length of qualification.

Charts 1a and b show that females are currently under­represented on Council - 44% of Council members are female, in contrast with a female membership of 54%. It is noted, however, that representation on the governing body exceeds targets in other sectors. For example, female representation on Council currently exceeds the 40% requirement set by the Government for female membership of the boards of public bodies.

Charts 2a and 2b show geographical distribution. In Chart 2a 40% of Council members are Dublin-based, compared with 65% of Law Society members in Chart 2b. In contrast, Munster based members make up 29% of Council, compared with 15% of Law Society members.

Charts 3a and 3b show Council members and Law Society members by length of time qualified. Council members qualified on average 25 years ago, seven years longer than the average member of the Law Society. The average age of members of the Law Society may be increased by the presence of retired members, who typically do not serve on Council.

Remuneration

Council members are not remunerated for their service. The president receives a stipend in accordance with Bye-law 7(5). Council has ultimate authority and control over the terms and conditions of the director general and employees of the Law Society and delegates authority for employment and remuneration matters to a subcommittee of the Finance Committee. Membership of this Administrative Subcommittee of Finance is limited to the elected officers, the past-president, the chair and vice-chair of the Finance Committee and the director general.

Having approved a revised Reward Strategy in 2022, the Administrative Subcommittee of the Finance Committee oversaw its implementation in 2023. The committee approved a cost-of­living increase of 3.5% to the salary scale for support staff and an overall budget for performance­related increases for executive-level employees. The committee oversaw and approved the appointment of the new director of policy in December 2023 and agreed to proceed with the recruitment of a Head of Governance. The subcommittee met four times in the 12-month period to June 2024.

Risk

Council has approved a risk-management framework to support its strategy. Directors are responsible for identifying and managing risk and for ensuring that effective and robust controls are being implemented. The senior leadership team evaluates the risks and has compiled an enterprise risk register, which is updated quarterly. The Finance Committee and the Coordination Committee review the risk register quarterly, and Council reviews the risk register twice annually.

Evaluation and training

Council did not conduct a formal evaluation in 2023 but continued to implement enhancements to its practices based on recommendations from an external evaluation conducted in July 2021. The Law Society arranged induction training for, and provided detailed documentation to, new Council members in 2023.

Compliance with legislation

The Law Society complies with corporate governance and other obligations imposed by the:

• Solicitors Acts1954-2015,

• Disability Act 2005,

• Safety, Health and Welfare at Work Act 2005

• Regulation of Lobbying Act 2015,

• Protected Disclosures Act 2014 (as amended), and the

• Data Protection Acts 1988 and 2003 and associated legislation.