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Latest News


Pre-planning is key to an AGM's success, and maintaining a checklist from the outset can be beneficial for everyone involved, says Grainne Howard, Director of Corporate Governance and Compliance at Baker Tilly Hughes Blake. The Annual General Meeting (AGM) is an important event in any company’s yearly calendar. An AGM is an opportunity for the company’s directors to report and be questioned on the performance of the company while giving the members an opportunity to vote on resolutions.  Where the holding of an AGM has not been dispensed with (as provided for in qualifying circumstances under Companies Act 2014) the meeting must be properly convened, constituted and conducted. Pre-planning is key to an AGM's success, and maintaining a checklist from the outset can be beneficial for everyone involved. Before the meeting Familiarise yourself with the constitution and Companies Act 2014 Some companies have specific regulations regarding the convening of an AGM. It is important to familiarise yourself with the notice periods, quorums and those who are entitled to attend and vote at the meeting. Get the timing right Directors often have the task of setting the time and date of the AGM. However, it is important to remember the rules of the Companies Act 2014 which state that the first AGM must be held within 18 months of the company’s incorporation. The AGM must then be held within 15 months of the previous AGM. Additionally, it is important to note that an AGM must be held in every calendar year. Set the location An AGM may be held inside or outside of the State. If held outside of the State, the company must arrange for the technological needs of the members. When choosing the venue, consideration must be given to members’ health and safety, and their ease of accessibility. Consider and set the agenda The agenda must be discussed with the Chair. The business conducted at an AGM usually includes the declaration of a dividend, consideration of the company's accounts and reports, the election of directors in place of those retiring and the appointment of the company's auditors and the fixing of their remuneration. It is important to reflect on the year passed and the forthcoming year. Are there matters that need to be approved by the members, such as a change to the constitution or change of name? Give agenda items good thought. Meet the required notice period  Notice of the meeting and a copy of the financial statements must be sent to those entitled to attend and vote 21 clear days prior to the meeting. The members and auditors (where appointed) may consent to shorter notice. Proxies Any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person to attend and vote in their place. The executed proxy should be deposited at the registered office 48 hours before the meeting. A schedule of proxies received, the votes cast and the date upon which they were received, should be maintained. Check technology It is important to arrive to the meeting in advance to ensure the room is ready and confirm all equipment required is working. This will prevent any delay during the meeting. At the meeting Have all required paperwork Ensure copies of all documents including the agenda are available at the meeting and that required documentation is open for inspection, such as combined registers, AGM minutes and constitution. Take minutes According to the Companies Act 2014, the minutes of general meetings must be kept. To ensure their accuracy, it is recommended that the appointed secretary or minute-taker possess the necessarily skills involved. Get the numbers A quorum must be present before the meeting can commence. Companies Acts 2014 states that the quorum for a private limited company (other than a single-member company) is two members. However, the company can set a higher quorum in its constitution. Keep to the agenda Cover all items on and don’t encourage deviation from the agenda. Sometimes other issues come up. Be sure to address them as quickly but thoroughly as appropriate to be sure the agenda items are ticked off. Ensure that votes and polls are conducted in accordance with the constitution By ensuring that all voting procedures are done as laid out in the constitution, you guarantee their validity. After the meeting Housekeeping To close out the AGM successfully, you should ensure that all papers are collected from the room, place signed minutes in the minute book and file any documentation required with the Companies Registration Office, within the required time frame.   Grainne Howard is the Director of Corporate Governance and Compliance at Baker Tilly Hughes Blake.

Jan 22, 2018
Thought leadership

By Shauna Greely, President, Chartered Accountants Ireland.  This International Women’s Day, Chartered Accountants Ireland is especially proud of its 11,000 female members working in every sector and in every corner of the world.  On behalf of all members, we’re also proud to be associated with this worldwide event that celebrates women’s achievements, while taking the time to consider how we can represent and encourage opportunity for our female members. Institute President Shauna Greely with our first female President Margaret Downes International Women’s Day has been observed since the early 1900’s and is now recognised each year on 8th March. It’s perhaps given extra significance this year as people throughout Ireland and the UK mark 100 years since the Suffrage Movement when women first gained the right to vote. We also remember our own important figures such as Eileen Woodworth, the first female member of this Institute in 1925. Chartered Accountants Ireland is fully committed to leading the way and increasing the pace of change. The Institute has recently established a Diversity and Inclusion Committee, initially focusing on gender diversity, is tasked with meeting specific targets to represent women, develop talent and encourage opportunity. Our membership base today is at a 60/40 male / female split and one-third of our governing Council is female.  Our student body is currently 51% female and our student Chairpersons, both in the Republic of Ireland and Northern Ireland, are female. We see that as a great indicator for the future. In May last year, Shauna Greely became only the second female President of our Institute, following in the footsteps of Margaret Downes who took office in 1983. In the succeeding months and led by the President, the Institute has listened to and engaged with all members to understand the most important issues impacting on gender balance in our profession.   On 26th January our inaugural Diversity and Inclusion Seminar considered the steps that can be taken by employers, government, Chartered Accountants Ireland and members themselves to create opportunities and equality for females.  The key discussion points included career progression and moving into leadership roles, barriers to progression, the gender pay gap, mentoring and sponsorship.   We’ve also looked to celebrate our female members and provide existing and aspiring members with strong role models.  One such occasion was the recent Annual Dinner at which our President Shauna Greely presented Margaret Downes with a Lifetime Achievement Award, in recognition for her contribution to the profession and our Institute. Margaret reminded us that she was the seventh female member admitted to our Institute.  We have come a long way. Our keynote speaker Professor Louise Richardson, Vice-Chancellor at the University of Oxford drew attention to the importance of gender diversity. The Institute supports initiatives such as The 30% Club, a collaborative business-led effort to make real change in Ireland, aiming towards 30% female representation in senior management by 2020. The Institute joined up as corporate members in January and has engaged with the organisation in the intervening period. This year’s Annual Conference will take place from 10-11th May in Kilkenny, and we expect to have an excellent line-up of speakers of which 40% will be female. As well as being a strong advocate for the positive influence which gender diversity can have in building a successful organisation, the Institute has developed its own events and initiatives to support female members in developing their careers. Since 2013 we’ve been running bootcamps and one day workshops designed for ‘Returners’ - female Chartered Accountants who want to get back to work following a career break. They want to use their qualification, demonstrate their skills and add value. Not only do these events cover the practical steps that women need to consider when returning to work after a break – areas like rebuilding networks and technology or regulation updates. They are also vital in terms of building women’s confidence and allowing them to meet and support others taking on the same challenge. A Returners Workshop that took place in September 2017 was very well received and is scheduled again now in April 2018 in Dublin and a session planned in Cork in September 2018 In addition, the Institute gives access to one to one coaching and bespoke coaching support pre- and post-career break or period of maternity leave. We also offer job search support when returning to the workplace, CV advice and interview preparation support. Membership gives access to a wide range of job opportunities (full and part-time) through our recruitment service, and all members can engage with a panel of mentors to offer support with key career decisions or other advice. Of course, there is more to do, both in our particular organisations and in society as a whole, but we are committed to forging ahead. We will continue to seek to encourage, develop and celebrate the talent that’s out there and bring through female talent which can make our business sector more diverse, more resilient and more successful.

Mar 08, 2018

BIK should not apply on payments of professional subscriptions by employers on behalf of employees provided certain established and long standing conditions are fulfilled. The normal Schedule E rules provide for a deduction for expenditure incurred wholly exclusively and necessarily in the performance of the duties of the employment.  This deduction can apply in relation to professional subscriptions.  Even though there was a restatement of their practice as reported in Chartered Accountants News last month, Revenue’s approach to the administration of professional subscriptions when properly tax deductible as outside the scope of BIK has not changed. There are three conditions to be met to allow a BIK exempt treatment where an employer pays a professional subscription on behalf of an employee, namely: The duties of the employee require them to be a member of a professional body, and The employee exercises those duties, and Membership of the professional body is an indispensable condition of the tenure of the employment. If there is a legal requirement for membership of a professional body, or if there is a requirement for a practising certificate or licence, subscriptions may also be paid to a professional body for an employee without a BIK charge. This Revenue interpretation continues to apply, and has not changed with the update to the Revenue Tax and Duty Manual last month.  Any concerns regarding the BIK status of our professional subscription will not usually be on the grounds of “wholly” or “exclusively”, but on the grounds of “necessarily” being paid.  It is important to be able to show that our membership is an indispensable condition of the tenure of employment if claiming the BIK exempt treatment.  Members in business should be particularly mindful of this requirement.  For members in practice, an important indicator of our membership subscription being a necessary condition for tenure of employment is the statutory requirement in order to be heard at the Tax Appeals Commission.  However, care must be taken in any situation where two or more subscriptions paid on behalf of one individual to different professional bodies are all currently treated as if exempt from BIK.  It seems such an arrangement would almost certainly be challenged by Revenue in the context of a Revenue audit or other Revenue intervention, if it appeared that only one of the subscriptions could be regarded as necessary.   The Institute encourages members to review the new wording in the Revenue Tax and Duty Manual towards ensuring full compliance with the Schedule E rules and BIK treatment.  From our own analysis of the legislation and practice, and following discussions with Revenue, we do not believe that the restatement will alter the current position for the vast majority of our members when claiming tax relief for professional subscriptions paid to Chartered Accountants Ireland.

Feb 05, 2018

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