Corporate governance issues are not being “brushed under the carpet” at the Irish Countrywomen’s Association (ICA), the association has said in a message to its members.

It said that the removal of three women from the national executive board (NEB) and removal of two from the Countrywomen’s Trust was a very sensitive matter and that it would not be appropriate to make a statement.

In the message, the association said it was under no obligation to give reasons for their removal, as company law gives the association the right to remove directors without provision of reasons.

"The NEB has the right within the ICA constitution to resolve that a person will cease to be a member of the NEB if two-thirds of the members of the NEB vote in favour of such a resolution. This right was invoked in respect of three persons in October last.

"There is no requirement in the constitution to attribute reasons in the passing of the resolution,” it said.

Patricia Madden, Carol Grogan and Joanne Dunphy Allen were removed from the NEB in October, while both Madden and Dunphy Allen were removed in January as members of the board of the company behind the ICA, the Countrywomen’s Trust.


It said that recent media coverage about the governance of the association has caused upset to many of its members.

However, these issues, it said, are down to the fact that the ICA has been operated for many decades through both an association (ICA) and a limited company (the Countrywomen’s Trust).

This complicates governance, according to the ICA, and it has since decided to change its structure.

“The NEB has reached the conclusion that the dual structure does not represent best practice. The Charities Regulator has confirmed that this is also their view (they have described the current situation as unsatisfactory) and has asked the ICA to move to a system of governance that represents modern best practice governance,” it said.

The board said it has also confirmed its commitment to this and that it has sought legal expert advice.

Explaining the recent interactions between the ICA and the Charities Regulator, it said that the association approached the regulator in October 2021 with certain governance queries.

“In November 2021, the Charities Regulator raised its own suite of queries with us, related to payments in the 2019/2020 accounts and related to legal structure,” it said.


It also said in the message that there was a payment made to the ICA president in 2019 in the form of a home office rental.

“All of the Charities Regulator’s queries in respect of this payment have been answered in full. This is no longer the practice of the ICA and relevant measures have been put in place to ensure this governance compliance matter is no longer a concern for the ICA.”

Commenting on these recent issues within the ICA, it said that the NEB is “a group of 13 women - daughters, mothers, grandmothers - representative of the entire organisation nationally. We are committed to doing our best for the organisation.

"As charity trustees, we are also aware and conscious of our obligations under charity law.

"Where the NEB is silent in relation to certain statements made, this will often simply be due to the fact that we are complying with our legal obligations and acting in the best interests of the charity.

"Attributing wrongdoing to our silence is not factual and indeed it would be doing wrong by us, as fully committed volunteers acting on behalf of the members of the organisation, doing our best for the ICA.”