Julia Rowan answers your management, leadership and team development questions I am terrified of making a mistake or being seen as stupid. So, I work very long hours, perfecting my tasks, rarely speaking at meetings and avoid taking any kind of risk. How can I feel confident about what I am doing? When clients tell me about a fear they have, such as making a mistake, I ask them when was the last time they made a mistake. Most clients can’t come up with any evidence at all to support their fear.   In fact, they mostly have evidence to contradict their fear, such as praise from organisational leadership.   Isn’t it interesting that our thoughts trump our lived experiences?   To overcome your fears, write down the evidence you have proving it’s legitimate as well as evidence that contradicts your fear.   What does looking at those lists change?  Here’s a mnemonic I love: FEAR – False Evidence Appearing Real.  The ‘false evidence’ is your thoughts and the ‘appearing real’ is the impact of those thoughts on your emotions, physical experience and behaviour.   It is often worth bringing issues of self-esteem and confidence to a therapist. It could be worthwhile to enquire about access to your organisation’s Employee Assistance Programme.   I contribute a lot at meetings but don’t make an impact.  I love my job; I am always well prepared and I’m a confident speaker – but I don’t seem to get my point across. Whether making a formal presentation or speaking at a meeting, I often advise clients that every word should work for its place.   When we know a lot about a subject, there can be a tendency to want to over-share that information – more than the audience needs – especially at a presentation.  In addition, extraverted types (who make sense of things by talking about them) often use 10 words where one would do, then they add another example, which reminds them of something that happened… You get the picture.   Whenever you have an important presentation, rehearse what you want to say out loud. It takes real discipline to pare your points back to the core and trust that you have said enough.   It’s important to hold onto this learned discipline at the Q&A by giving short answers. People can always ask for more information if they want it (whereas it is hard to say “that’s enough, thank you”). At meetings, I suggest that people preface what they want to say with a line such as, “I have three (two or one) main points” and then number the points as you make them.  This puts structure on what you want to say and helps you to be brief.   Make sure to reflect on your audience – how interested in the subject are they? How much do they already know? What is the objective of your presentation?  What part of your contribution are they more or less interested in? Tailor your answer to their needs.  Julia Rowan is Principal Consultant at Performance Matters Ltd, a leadership and team development consultancy. To send a question to Julia, email julia@performancematters.ie. 

Our Chartered Star 2023 winner Peter Gillen tells us about his work helping companies to reach their sustainability goals and gives us his take on sustainable finance  Peter Gillen, a sustainability manager in Grant Thornton’s Financial Services Advisory Department, was recently named Chartered Star 2023, an annual designation recognising outstanding work in support of the UN Sustainable Development Goals (SDGs).   Run in partnership with One Young World and Chartered Accountants Worldwide, the aim of the annual Chartered Star competition is to celebrate the difference-makers in the profession who are helping to combat the climate crisis by bringing real, positive change to their workplaces and communities.  A graduate of Trinity College Dublin, Gillen grew up in Dundrum and began his career training with PwC before his passion for sustainability led him to join the Sustainability Team at Grant Thornton in 2021. As Chartered Star 2023, Gillen will attend One Young World Summit, representing Chartered Accountants Ireland and Chartered Accountants Worldwide, in Belfast in October. Here, he tells Accountancy Ireland about his interest in sustainability and gives us his take on ongoing developments in sustainable finance globally. Tell us about your decision to become a Chartered Accountant? What attracted you to the profession? When I was younger, particularly in the lead-up to the CAO application process in sixth year, family and friends told me accountancy was one of those qualifications that would allow me to work in any sector anywhere in the world. This has come to pass in my career so far as I’ve had the opportunity to work in Europe and the US as well as here in Ireland. Travel, in general, is one of the best ways I have found in my own life to learn from others. That’s why attending One Young World Summit later this year is so exciting to me. There will be so many people from many different countries, and we will have the opportunity to learn from both our shared experiences and different perspectives. What is it that initially sparked your interest in sustainability? I’ve always had an interest in sustainability and was frustrated by the slow pace of progress in the last decade or so. During the pandemic, when everyone had more time to reflect, I reconsidered the direction of my career and decided I would try to merge my training in financial services with my passion for sustainability. It was really about finding ways to use my knowledge to bring about real change and help companies on their sustainability journey. Chartered Accountants in general are uniquely placed to be right at the heart of sustainability discussions, and to deliver concrete plans to transition to a greener economy. There isn’t a medium- to large-sized organisation in the world that doesn’t employ a Chartered Accountant and we are uniquely placed to support ESG efforts, because of our problem-solving and analytical skill sets, our ability to take a step back and see the bigger picture, and lastly being able to apply our learnings from financial reporting to the impending sustainability reporting requirements, which will be applicable to companies over the next few years. What do you see as the greatest sustainability-related threats and challenges of our time? In terms of threats, it’s the classic, “the wants of the few outweigh the needs of the many”. Those in power – the few – often have self-interest in mind and their actions can have a disproportionate impact on others – the many. Those who have the power to influence real change are sometimes reluctant to do so. A classic example here is the large oil companies, or sometimes political leaders. Chartered Accountants working in leadership positions in large corporations really do have an important role to play in leading the way and convincing their stakeholders to tackle the climate crisis, not just for the planet but also for their companies’ long-term viability. For me, it comes down to collaboration, both nationally and internationally. Humankind is the single greatest determinant of the fate of our planet. We have the power to save our planet from becoming an uninhabitable place.  The challenge is trying to unite a large group to focus on one shared goal. History has shown us how difficult this can be, but also that it is possible and that it is often at times of catastrophic crisis that we unite. One example is the European Union, which was born in the aftermath of World War II. I’m confident that this time we can unite before it’s too late and introduce sufficient measures to address the issue. What is your take on current progress on Ireland’s Climate Action Plan? I think we have made a lot of progress, but we still have a long, long way to go. There are challenges but there is also immense opportunity for a country like Ireland. In particular, we have a unique opportunity to harness our coastline for the purposes of renewable energy – wind and wave, for example – and become a net exporter of energy instead of relying on imported fossil fuel-based energy sources. Reaching Ireland’s climate targets isn’t just about government action, though. Every single person has a role to play. For example, we have all become too reliant on convenience and this mindset needs to change. We need to learn to repair the goods we have where we can, instead of automatically replacing them – thinking differently about the lifespan of the items we own and the waste we generate. Tell us about Grant Thornton’s sustainability team and your role in it. I am a sustainability manager within our Financial Services Advisory Department. Our team helps our clients navigate all of the new environmental, social and governance (ESG) rules and regulations the EU and other regulatory bodies are bringing out. The world has really woken up to the climate crisis, so our work is evolving on a daily basis as legislators and regulators work to promote the transition to a greener economy. We help our clients to understand these requirements and the roadmap they need to put in place to meet them. My biggest career goal is to continue to help companies to support the UN SDGs, primarily by supporting SDG 13 Climate Action, because, for me, climate change is, without a doubt, the biggest challenge of our time. What do you think of the progress made by the European Commission thus far in progressing the Corporate Sustainability Reporting Directive? I’m optimistic about the progress they have made so far. The European Financial Reporting Advisory Group (EFRAG), the European body drafting these standards, delivered their first set of draft standards to the European Commission last November. In order to ensure companies can implement these new standards, Mairead McGuinness, European Commissioner for Financial Stability, Financial Services and the Capital Markets Union, has asked EFRAG to prioritise efforts on capacity-building, basically providing the relevant companies with a support function to help them implement the standards. As a result, EFRAG is pausing the roll-out of sector-specific standards for now, which I can understand given the circumstances. It’s important that companies are given sufficient support so that they may implement the sector-agnostic standards appropriately before moving forward with the sector-specific standards. What does it mean to you to be named Chartered Star 2023? It was an honour to win it and something I wouldn’t have thought possible all those years ago when I started my career in accountancy. The list of past winners is so impressive. To be chosen this year is a privilege and I have a responsibility as Chartered Star 2023 to continue the high standard in everything I do. Ultimately, I hope to continue to work towards the achievement of the UN’s SDGs for many years to come both in my personal life and through my career.

Sustainability is often seen as the domain of large corporates but SMEs have the collective potential to be more powerful players. Sheila Killian explains why Social and environmental sustainability is often seen as more relevant to big multinational companies (MNCs) than to SMEs, small-to medium enterprises employing no more than 250 people. MNCs are more likely to have a sustainability strategy, and resources for its implementation, monitoring, reporting and communication.  They are more likely to report externally, integrating their reporting across sustainability and financial activities, and to be scored by ESG rating agencies.  This does not mean that MNCs carry all the responsibility or should reap all the benefits, however.  SMEs are enormously impactful in aggregate and have a huge amount to gain by getting involved. So, why and how should they engage? The potential impact of SMEs on sustainability SMEs have a massive collective impact. In Ireland, they account for seven jobs in 10. While large companies are commonly exporters, SMEs tend to serve their local region.  In terms of where people live, work, shop and spend their leisure time, smaller enterprises dominate. This amplifies both their responsibility, and the opportunities open to them. Because SMEs are embedded in their communities, they often make a huge contribution socially without realising it. This may lie less in strategy than in values.  David O’Mahony of O’Mahony’s Booksellers Ltd, a long-established independent bookshop in the south-west, sums up the position: “It’s only when you really think about it and put all the things together that you realise that there’s a lot more going on … [in corporate responsibility and sustainability] … than we would have probably realised ourselves.”  O’Mahony’s enjoys high social capital locally, gained through understated good work for the community and environment, derived from values and a sense of neighbourliness rather than from formal reporting.  Why SMEs do not report Despite this implicit moral accountability, many SME owners do not think about reporting externally on their sustainability. This is often because they don’t see the value to be gained. Compared with MNCs, there is much less separation between ownership and management/control in SMEs.  Therefore, the need for both internal and external reporting is reduced because the main shareholders are already intimate with what is going on in the business, and employees are closer to the leadership.  Unless the business is considering raising external finance, there is little need to consider how potential investors might perceive it, and if there is a perception that customers are not interested in sustainability activities, these will not be reported.  It seems to come naturally to SMEs to be community-oriented, however, often because they are family-owned, and such behaviour reflects the origins and values of the family.  Such firms tend not to have formal, written codes of conduct, but instead propagate the personal values of their owners, who do not consider that a separate, published set of values and reporting on their social and environmental activities is necessary for business. Why SMEs should report One reason for SMEs to begin some form of sustainability reporting is so that they can compete with MNCs locally to attract and retain talented employees.  The labour market is tight, remote working has shifted the power balance, and younger generations are more focused on sustainability.  Increasingly, SMEs are framing their sustainability credentials more clearly, and connecting them with their employer brand so that they can attract the talent they need.  There is also a consumer angle. The challenge posed by behemoth online retailers to small, local bricks-and-mortar businesses is now well-rehearsed.  A small, independent business, like a bookshop, needs to clarify and articulate its values and personal touch as a competitive advantage.  This ‘personality’ needs to be communicated externally if it is to reach the right customers effectively. Sustainability reporting can convey a sense of what the company is all about, its values and purpose – its ‘soul’. A third reason, particularly applicable to SMEs operating in the business-to-business sphere, is that reporting on strong sustainability metrics confers an advantage in entering the supply chains of larger firms.  If, for instance, an MNC is moving towards zero-carbon, it is likely to require smaller companies in its supply chain to be also on that journey.  A fourth reason to report is the internal value to be gained from paying attention to sustainability. Measuring, reporting and constructing a narrative around social and environmental values will improve the culture of the business, and pave the way to greater innovation.  Hotel Doolin in County Clare is an example of a small business that tells its sustainability story effectively. It has shortened its supply chain by buying local produce.  The hotel harvests rainwater, it has eliminated single-use plastics, and uses environmentally low-impact energy and heating. It became Ireland’s first carbon-neutral hotel in 2019, under the Green Hospitality Programme, ahead of many larger competitors.  The business also promotes social sustainability, employing refugees, supporting local community groups and actively seeks to be a good employer. This has enhanced its reputation not only locally but nationwide.  Partnering with not-for-profits Smaller companies that are ambitious in terms of sustainability targets will inevitably want to achieve things that are beyond their capacity.  If, for example, a business decides to work on the water quality in the area in which it operates, it may lack in-house expertise, jeopardising its credibility with the local community. One solution may be a partnership with a not-for-profit organisation (NFP). NFPs often have the expertise to tackle social and environmental issues but lack the resources, whereas companies may have resources (money) but lack the knowledge. A partnership can achieve sustainability goals if the match is right.  The NFP needs to be operating in the area in which the company wants to make progress, and the company needs to align with the NFP’s approach to society and the environment.  Mutual respect and consultation are key. At worst, a partnership can be seen as a ‘fig leaf’ for the SME and can undermine the legitimacy of the NFP. At best, it can be truly impactful for all involved. SMEs’ supply chain responsibilities  MNCs are famously held responsible for the working conditions in which their goods are produced by companies in their supply chains. Scandals, including the sweatshop labour exposed in the 1990s to the Rana Plaza garment factory collapse in Bangladesh in 2013, have forced companies such as Nike, Gap and Nestlé to change their practices.  Bad practices persist today, however, even where goods are produced close to home. In 2020, for example, it was revealed that online vendor BooHoo was selling clothes made in extremely poor working conditions in Leicester in the UK.  For a small, independent retailer, this means that, unless it takes steps to assure itself of the origin of the goods it sells, the risk remains that all or some element/s of those goods may have been produced in sweatshop conditions.  Smaller firms may lack resources to monitor conditions in their suppliers’ factories. Nor are they likely to have the requisite buying power to impose a code of conduct on their suppliers. So, what can they do about the conditions under which the goods they sell are produced? The International Labour Organization has clarified that a firm has responsibility as far up the supply chain as it has ‘reasonable influence’.  Large firms can leverage direct buying power to positively impact supplier. Starbucks works with its coffee producers to bring them up to higher social and environmental sustainability standards, for example.  A small trader is, however, limited to choosing suppliers wisely, and using their influence when feasible, perhaps working with other firms in the sector. The key differences between the supply chain responsibility of MNCs and SMEs, then, relate to power and influence. This principle also applies to other areas of sustainability. More power means more responsibility and the potential to make a positive impact.  SMEs need to address all the key issues of fair pricing, employee welfare, human rights and environmental impact within their own operations and – as far as possible – outside of them, bearing in mind their levels of resources and power.  The key questions here are: “Are we doing all we reasonably can to achieve sustainable practice?” and “Are we seeking to improve?”  Sometimes, acting in concert with other SMEs, can achieve more. The outcome may not be perfection, but honest efforts in the right direction will carry collective weight.  Sustainability and the SME advantage While corporate sustainability is often seen as the domain of MNCs, SMEs – because of their numbers and connection with, and impact on, society – are potentially more important players.  Many SMEs do not report their sustainability policies for several reasons, including informality, time and resource pressures, unfamiliarity with reporting standards and frameworks, or because a strong internal locus of value and ethical behaviour is already vested in their owners and leaders.  However, SMEs generally have high levels of engagement with their local communities and implement sustainability on an intuitive basis, drawing on leaders’ personal values. Reporting these efforts can bring significant advantages externally and internally.  Despite a lack of resources relative to larger companies, the key to building sustainable value for SMEs lies in making the best choices that are within their power at a given time. Sheila Killian is Associate Professor at Kemmy Business School, University of Limerick, and author of Doing Good Business: How to Build Sustainable Value

As this year’s annual LGBTQ+ celebration begins, we talk to six BALANCE members about their experiences in life and work As Pride celebrations kick off all over the world this month, six members of BALANCE, the Institute’s LGBTQ+ Allies network group, tell us about their experiences and what employers can do to support true equality.  Eimer Proctor Senior Manager When I first came out, Pride felt like a celebration and a safe space to be myself. Over the years, I’ve come to appreciate that this is not always possible, but I respect the path that has been forged by others to get us where we are today. During Pride 2023, I will remember those who lost their lives and stand in solidarity with my LGBTQ+ community around the world who still face persecution and continue to fight for their right to be who they are. It’s eight years since Ireland achieved marriage equality, and yet it was only in January 2020 that the law in Northern Ireland finally caught up. Given our current political situation in Northern Ireland, it’s unlikely that we will see any further advancements in LGBTQ+ rights and equality in the near future.  I find this very concerning given the rise in hate crimes, conversion therapy and anti-trans rhetoric in the media. It is up to everyone to help end discrimination for the LGBTQ+ community and promote equality.  There has been some great progress in recent years concerning diversity and inclusion in the workplace, but there is still work to be done to protect LGBTQ+ employees and at the heart of this is education.  Employers can introduce diversity and inclusion policies and practices, for example appoint diversity champions and work with employees to help them understand the appropriate language they should use in the workspace. Liaising with employees in the LGBTQ+ community and their allies is vital to understanding the obstacles the members of this community face every day. This, in turn, facilitates a greater understanding of how and why diversity and inclusion policies can directly impact business.  Those employees will, in time, become more comfortable to be themselves within their workplace, as they navigate the corporate world with the full support of their employer. Having these policies in place will also help to attract talented candidates, who will be carefully considering organisations with a strong commitment to diversity and inclusion.  Conor Hudson Finance Director It’s a general perception that Pride means ‘celebration’ and ‘party’. And, yes, this is a part of Pride – a platform to be yourself and express yourself, but still people are also joining Pride to ‘protest’ and it is important to remember that Pride started as a protest. Equality for LGBTQ+ colleagues in the workplace isn’t about sticking up a rainbow flag at the start of June.  Last year, in my organisation, a colleague and I launched an LGBTQ+ Employee Resource Group (ERG) with the intention of discussing Pride. While the initial reaction was positive, one response we received was, “We support LGBTQ+ rights; why do we still need to talk about Pride?” This remark justified why we needed an ERG – to increase visibility and offer a safe space to LGBTQ+ colleagues and colleagues with LGBTQ+ family. It is important for employees to feel part of an open and inclusive workplace from day one and allyship helps support this.  One of the actions we have taken to demonstrate visible allyship is to create MS Teams backgrounds and badges to highlight that this person identifies as an ally. We have found these a useful tool during recruitment and first introductions.  Allyship and open workplaces not only positively impact LGBTQ+ colleagues but can also support colleagues with LGBTQ+ friends and family.  Creating safe spaces for allies is equally important. They can’t be expected to know all the answers and they should be able to ask genuine questions without being judged. This culture not only creates open environments for LGBTQ+ colleagues, but also for other intersectional aspects of diversity. Hugo Slevin Head of Function Pride is a great day for us as an LGBTQ+ community, along with our allies, to come together and show unity, and strengthen through open visibility. It is always around this time of year that we start hearing the same question, “Why do we still have Pride?”, but I think it remains such an important day as shown by events over the past 12 months. First, we continue to witness attacks against our community members in ever-increasing numbers. Attacks across Europe are currently at a 10-year high and recent media coverage in Ireland has again brought this sharply into focus.  As a community, we should be able to feel safe in expressing and being who we are. Pride is very much our time to come together and have a platform to vocalise and display these concerns. We have also witnessed attempts to control the narrative on gay rights across the globe. Of significant concern has been what appears to be a regressing of rights in parts of the US, where this downward trend seems set to continue.  Even in Ireland, we have seen attacks on libraries and the cancelling of drag events in the last 12 months. Pride is the time of year during which our voices can be heard, and we stand against deliberate attempts to silence our community. Finally, Pride is fun! The streets of Dublin come alive – there is a real sense of occasion and happiness in the air. We get to walk the streets, dance and celebrate with our family, friends and co-workers. Jonathan Totterdell Major Programmes, Financial Services Pride in 2023 means a day of visibility and courage for both the progress we have made and the long path ahead for LGBTQ+ people around the world.  Recent events such as anti-LGBTQ+ Bills being passed in Florida and – closer to home, the rise of the far right and their anti-LGBTQ+ rhetoric – remind us that progress can be rolled back quickly, and it is imperative that those who live in relative safety can make some noise for those who can’t, without fear of repercussions. Over the past decade, I think we have seen some huge successes with gay marriage, a more open culture and a focus by corporates among Ireland to bring diversity, equity and inclusion (DE&I) to the C-suite. The financial services sector has been making really impressive strides. While there is a business case for DE&I, and many studies have shown that it leads to improved return on investment, I would like to see corporates in Ireland mature on this front, continue to grow their social consciousness, and see DE&I as a positive without the need to prove its financial return. Employers are expected to be ‘all in’ on DE&I in 2023, having the uncomfortable conversations that sometimes come with this topic, appointing champions and including DE&I as part of their leadership ethos. Inclusion is key on the DE&I agenda. You can have a diverse workforce, but without active inclusion, you will be missing a vital ingredient.  One thing I practice is to try to make sure everyone gets a chance to speak up at meetings and contribute ideas and viewpoints to decision-making. When people feel comfortable, they will be able to communicate their ideas more effectively.  Padraig Kilkenny Finance Manager For me, Pride is first and foremost a celebration. It is also an opportunity to reflect on the struggles for equality, not only in our own country, but for LGBTQ+ people across the world.  There is no doubt that Ireland has made considerable progress in terms of LGBTQ+ rights and fostering greater equality in recent years. Landmark victories such as the 2015 Marriage Equality Referendum and gender recognition legislation have increased visibility and acceptance across Irish society.  The Ireland of today reflects a society that embraces diversity and supports LGBTQ+ rights. This has never been more evident than at Chartered Accountants Ireland with initiatives such as the BALANCE network and, more generally, with its support for diversity and inclusivity initiatives. Personally, I am fortunate that I have never felt discriminated against in the workplace, but this is not to say that discrimination does not exist. What I have found helpful in my career is having LGBTQ+ representation at senior levels of the organisation and feeling that I have support from my colleagues and leadership.  I think this support can come in many forms from the highest levels where diversity and inclusion form part of the organisation’s strategy, values and by extension its culture, to more practical efforts, such as establishing and enforcing inclusive policies that protect LGBTQ+ employees from discrimination in areas like recruitment, promotion and benefits. Effective allyship is more than just having policies and strategies in place. It is about supporting and advocating for the rights, well-being and inclusion of LGBTQ+ employees.  Everyone should understand and challenge their own biases through education and listen to LGBTQ+ colleagues, valuing their experiences, and amplifying their voices and perspectives in discussions and decision-making processes.  Pride is a great marker in the calendar for employers to stop and reflect where they are on this journey to foster and support real equality across the board. Áine Crotty Audit and Outsourcing Manager As a leader of a team in my workplace, I believe in the power of people and the true potential that is inside each and every one of my colleagues regardless of their gender, age, sexual orientation, etc.  Therefore, being an ally to my LGBTQ+ colleagues is important to me because it supports them in reaching their full potential.  Non-LGBTQ+ professionals need to be aware of their actions and any potential bias they might have – without the awareness, there cannot be any action or change.  I would recommend attending events such as those organised by BALANCE so you can become aware of the issues your LGBTQ+ colleagues are facing.  There are also some fantastic resources and training out there about unconscious bias that will enable you to change the language you use or how you perceive and treat your colleagues.  After awareness comes accountability. As a non-LGBTQ+ professional, hold yourself accountable to making your work environment a more inclusive place for your colleagues. Make a commitment to yourself and others to change how you act with your LGBTQ+ colleagues for the better. Become an ally and be open and proud of that fact. Letting your colleagues know that you are an ally, and that you fully support them, can make them feel more comfortable in the workplace and allow them to speak more freely about any issues or discrimination they might be facing. It is widely known and accepted that culture comes from the tone at the top. Leaders, whether it be partners or senior executive management team members, need to bring DE&I to the forefront of their agenda. They need to live and breathe what they believe in and what they are trying to achieve for their employees. They need to lead by example and visibly demonstrate their belief in equality for all.

In the face of rising business costs, practitioners must ensure that more SMEs avail of the Small Company Administrative Rescue Process in the months ahead, writes Graham Kenny In 1990, the Iraqi dictator Saddam Hussein led a ground force invasion into Kuwait. This war was to serve as an unlikely catalyst for a radical overhaul of corporate restructuring in Ireland. It set in train a clear evolutionary lineage to the Small Company Administrative Rescue Process (SCARP) recently enacted under the Companies (Rescue Process for Small and Micro Companies) Act 2021. To understand this evolution, it is important to consider what actually happened in 1990. The economic effects of the invasion of Kuwait had immediate and dire consequences for Ireland.  Up to 70 percent of Larry Goodman’s Anglo Irish Beef Group exports were sent to Iraq and its customers went into immediate default.   Faced with the collapse of one of the largest employers in the State, the then Taoiseach Charles J. Haughey hastily recalled the Dáil from its summer recess and passed the Companies (Amendment) Act in August 1990.  This piece of legislation introduced examinership into the Irish statute books and, for the first time, permitted protection from creditors and the subsequent write-off of company debts.  Over the past two decades, I have been involved in many of the seminal cases of examinership across a range of sectors, including the first Supreme Court hearing of an examinership (In Re Gallium Limited [2009] IESC 2009). My experience is that examinership has served as an essential corporate restructuring tool, saving thousands of jobs through schemes of arrangement. Often, however, the costs associated with such restructuring have been cited as a disincentive for smaller companies to use the process. As a result, examinership has notionally remained the preserve of larger companies. The genesis of SCARP In February 2020, COVID-19 reached Ireland and had a devastating effect on many small businesses. In response to the threat of another financial crisis, SCARP came into force in December 2021.  This new Act is based largely on the examinership model, but notably does not require an application to court for its commencement.  Like examinership, the idea behind SCARP was to give companies breathing space from their creditors in order to implement a restructuring plan, which ordinarily included the write-off of a portion of creditors’ debts.  Before discussing the necessary role SCARP will have to play in the coming months, it is important to first undertake a brief overview of the salient features of this new corporate restructuring tool.  Who can apply? The Companies (Rescue Process for Small and Micro Companies) Act 2021 is aimed at protecting ‘small’ and ‘micro’ companies.  Small companies are defined as having an annual turnover of up to €12 million, a balance sheet of up to €6 million and up to 50 employees.  Micro companies are defined as having a turnover of up to €700,000, a balance sheet not exceeding €350,000 and up to 10 employees.  How does a company prepare for SCARP? The first step a company should take in considering the SCARP process is that the directors should prepare a statement of affairs in accordance with section 558B(4) of the Act.  The statement of affairs is accompanied by a statutory declaration that is then given to a Process Advisor. What is a Process Advisor? The Process Advisor is ordinarily an experienced insolvency practitioner who will attempt to restructure the company’s debts. It may be noted that the company’s auditor or accountant cannot act as its Process Advisor.  The Process Advisor will review the company’s statement of affairs and other financial information (as set out in Section 558C(4)) and then outline their determination as to whether the company has a “reasonable prospect of survival”.  It is important to note that a Process Advisor does not take executive powers and that the board of the company maintains full control. The Process Advisor’s fees are subject to super-preferential status over all other creditor claims. How does the rescue process commence? If the Process Advisor determines that the company does have a reasonable prospect of survival, then they will confirm this in writing to the directors of the company.  Section 558D(2) sets out that, within seven days of receipt of such confirmation, the directors shall convene a board meeting to consider whether the appointment of a Process Advisor is appropriate.  Section 558K compels the Process Advisor to notify employees, creditors and the Revenue Commissioners within five days of their appointment.  Section 558O states that creditors must acknowledge receipt of such notice within seven days and further information regarding their claim within 14 days. Can a creditor opt out of the rescue process? Section 558L provides a list of potential excludable debts. This list includes the Revenue Commissioners.  Notably, the holders of such excludable debts have 14 days to notify the Process Advisor of their intention to be excluded from the rescue plan. Such creditors must give reasons for their decision to opt out.  From anecdotal evidence, it appears that the Revenue Commissioners is largely supportive of the process and generally determined to opt in. What is a Rescue Plan? Section 558Q sets out the matters that must be incorporated into any Rescue Plan. These include: a statement of affairs; the likely outcome for creditors on a winding-up or receivership; the effect of the plan on each creditor; the reasons why the plan is fair and equitable; and  details of the Process Advisor’s remuneration. How is the Rescue Plan approved? Section 558T puts the onus on the Process Advisor to call a meeting of members and creditors as soon as is practicable after preparing the Rescue Plan.  Section 558T(4) requires that such meetings shall be fixed for a date no later than 49 days after the date on which the Process Advisor was appointed.  It is important to note that creditors must be give seven days’ notice of such meetings, so in reality the meetings must be convened no later than day 42. Section 558Y(4) sets out that a Rescue Plan shall be deemed to have been accepted by a meeting of members or creditors when 60 percent in number, representing a majority in value of the claims represented at that meeting, have voted in favour. Section 558Y(5) sets out that the Rescue Plan shall be binding on members and creditors where at least one class of impaired creditor accepts the plan and, furthermore, that 21 days have passed from the date of filing of the notice of approval in the relevant court office and no objection is filed in accordance with section 558ZC. Section 558Z requires that creditors are given notice of such approval within 48 hours. It is important to note that under section 558ZB, the Rescue Plan will not become binding on members and creditors until 21 days have elapsed from the filing of the notice of approval. What does it mean for a Process Advisor to “certify” certain liabilities?  Like examinership, the Process Advisor is given the power under section 558ZAA to certify company liabilities.  This certification means that such liabilities are treated as expenses of the Rescue Plan and therefore give such creditors a preferential status.  This provision is often used as an incentive to encourage creditors to continue to trade with the company while a Rescue Plan is formulated.  The future of SCARP Corporate restructuring requires a fine balance between competing corporate interests, employee rights and duties to creditors.  An unfortunate consequence of this complexity is that the rules governing such restructuring, whether under examinership or SCARP, can be convoluted and sometimes confusing.  But this fact alone should not deter practitioners from seeking appropriate advice and permitting struggling companies from reaping the benefits of this multifaceted legislation.  The low number of companies availing of SCARP thus far is bewildering. I would suggest that one of the main reasons for this sluggish start is simply the unfamiliarity of practitioners with the process.  The well-worn path of liquidation is regrettably often proffered by advisors before a full consideration of SCARP (or indeed examinership) is properly undertaken.  I think the main reason SCARP has not taken hold, however, is down to the extensive supports and debt warehousing that has been offered by the State.  In my experience, entrepreneurial directors live in the moment and dream of a brighter future. Directors can be reluctant to focus on the dark clouds on the horizon and are often instead consumed with an arguably unrealistic optimism. A report published by the Revenue Commissioners in March 2023 highlighted that 13,000 businesses have been expelled from the tax warehousing scheme for non-compliance and are now facing a 10 percent penalty charge.  Perhaps more worryingly, the same report shows that about 63,000 businesses still had a combined €2.2 billion tax debt in the warehousing scheme. This report also revealed that such debts owed by businesses in the scheme ranged from 19,000 businesses owing less than €100 to 6,400 owing more than €50,000. Jobs and livelihoods at stake Behind all of these abstract statistics, it is important to remember that these businesses employ 400,000 people who, in turn, have families to support.  In the face of both cost-of-living and housing crises, it appears inevitable that any rise in corporate insolvency rates would have a devastating impact on countless families within the next two years.  In light of these stark numbers, it is incumbent on practitioners across Ireland to seek the appropriate advice from corporate restructuring specialists when consulted by companies in this quagmire of historical debt.  The sooner this advice is sought and considered, the more realistic the company’s chances of survival will be. SCARP offers a vital lifeline to many struggling companies, and in the coming months, it needs to become a standard go-to option for practitioners and  their clients.  Graham Kenny is a Partner in the Dispute Resolution and Litigation Practice Group at Eversheds-Sutherland LLP

The roadmap for the EU Commission’s milestone Corporate Sustainability Reporting Directive is taking shape and now is the time to start preparing for a brave new era in non-financial reporting, writes Conor Holland With the Corporate Sustainability Reporting Directive (CSRD) now approved by the European Council, entities in the EU must begin to invest significant time and resources in preparing for the advent of a new era in non-financial reporting, which places the public disclosure of environmental, social affairs and governance matters (ESG) matters on a par with financial information. Under the CSRD, entities will have to disclose much more sustainability-related information about their business models, strategy and supply chains than they have to date. They will also need to report ESG information in a standardised format that can be assured by an independent third party. For those charged with governance, the CSRD will bring further augmented requirements. Audit committees will need to oversee new reporting processes and monitor the effectiveness of systems and controls setup. They will also have enhanced responsibilities. Along with monitoring an entity’s ESG reporting process, and evaluating the integrity of the sustainability information reported by that entity, audit committees will need to: Monitor the effectiveness of the entity’s internal quality control and risk management systems and internal audit functions; Monitor the assurance of annual and consolidated sustainability reporting; Inform the entity’s administrative or supervisory body of the outcome of the assurance of sustainability reporting; and Review and monitor the independence of the assurance provider. The CSRD stipulates the requirement for limited assurance over the reported information. However, it also includes the option for assurance requirements to evolve to reasonable assurance at a later stage. The EU estimates that 49,000 companies across the EU will fall under the requirements of the new CSRD Directive, compared to the 11,600 companies that currently have reporting obligations. The EU has confirmed that the implementation of the CSRD will take place in three stages: 1 January 2024 for companies already subject to the non-financial reporting directive (reporting in 2025 for the financial year 2024); 1 January 2025 for large companies that are not presently subject to the non-financial reporting directive (reporting in 2026 for the financial year 2025); 1 January 2026 for listed SMEs, small and non-complex credit institutions, and captive insurance undertakings (reporting in 2027 for the financial year 2026). A large undertaking is defined as an entity that exceeds at least two of the following criteria: A net turnover of €40 million A balance sheet total of €20 million 250 employees on average over the financial year The final text of the CSRD has also set timelines for when the Commission should adopt further delegated acts on reporting standards, with 30 June 2023 set as the date by which the Commission should adopt delegated acts specifying the information that undertakings will be required to report. European Financial Reporting Advisory Group In tandem, the European Financial Reporting Advisory Group (EFRAG) is working on a first set of draft sustainability reporting standards (ESRS). These draft standards will be ready for consideration by the Commission once the Parliament and Council have agreed a legislative text. The current draft standards provide an outline as to the depth and breadth of what entities will be required to report. Significantly, the ESRS should be considered as analogous to accountancy standards—with detailed disclosure requirements (qualitative and quantitative), a conceptual framework and associated application guidance. Readers should take note—the ESRS are much more than a handful of metrics supplementary to the financial statements. They represent a step change in what corporate reporting entails, moving non-financial information toward an equilibrium with financial information. Moreover, the reporting boundaries would be based on financial statements but expanded significantly for the upstream and downstream value chain, meaning an entity would need to capture material sustainability matters that are connected to the entity by its direct or indirect business relationships, regardless of its level of control over them. While the standards and associated requirements are now largely finalised, in early November 2022, EFRAG published a revised iteration to the draft ESRS, introducing certain changes to the original draft standards. While the broad requirements and content remain largely the same, some notable changes include: Structure of the reporting areas has been aligned with TCFD (Task Force on Climate-Related Financial Disclosures) and ISSB (International Sustainability Standards Board) standards – specifically, the ESRS will be tailored around “governance”, “strategy”, “management of impacts, risks and opportunities”, and “metrics and targets”. Definition of financial materiality is now more closely aligned to ISSB standards. Impact materiality is more commensurate with the GRI (Global Reporting Initiative) definition of impact materiality. Time horizons are now just a recommendation; entities may deviate and would disclose their entity-specific time horizons used. Incorporation of one governance standard into the cross-cutting standard requirements on the reporting area of governance. Slight reduction in the number of data points required within the disclosure requirements. ESRS and international standards By adopting double materiality principles, the proposed ESRS consider a wider range of stakeholders than IFRS® Sustainability Disclosure Standards or the US Securities and Exchange Commission (SEC) published proposal. Instead, they aim to meet public policy objectives as well as meeting the needs of capital markets. It is the ISSB’s aim to create a global baseline for sustainability reporting standards that allows local standard setters to add additional requirements (building blocks), rather than face a coexistence of multiple separate frameworks. The CSRD requires EFRAG to take account of global standard-setting initiatives to the greatest extent possible. In this regard, EFRAG has published a comparison with the ISSB’s proposals and committed to joining an ISSB working group to drive global alignment. However, in the short term, entities and investors may potentially have to deal with three sets of sustainability reporting standards in setting up their reporting processes, controls, and governance. Key differences The proposed ESRS list detailed disclosure requirements for all ESG topics. The proposed IFRS Sustainability Disclosure Standards would also require disclosure in relation to all relevant ESG topics, but the ISSB has to date only prepared a detailed exposure draft on climate, asking preparers to consider general requirements and other sources of information to report on other sustainability topics. The SEC focused on climate in its recent proposal. The proposed ESRS are more prescriptive, and the number of disclosure requirements significantly exceeds those in the proposed IFRS Sustainability Disclosure Standards. Whereas the proposed IFRS Sustainability Disclosure Standards are intended to focus on the information needs of capital markets, ESRS also aim to address the policy objectives of the EU by addressing wider stakeholder needs. Given the significance of the directive—and the remaining time to get ready for it—entities should now start preparing for its implementation. It is important that entities develop plans to understand the full extent of the CSRD requirements, and the implications for their reporting infrastructure. As such, they should take some immediate steps to prepare, and consider: Performing a gap analysis—i.e. what the entity reports today, contrasted with what will be required under the CSRD. This is a useful exercise to inform entities on where resources should be directed, including how management identify sustainability-related information, and what KPIs they will be required to report on. Undertaking a ‘double materiality’ analysis to identify what topics would be considered material from an impact and financial perspective—as required under the CSRD. Get ‘assurance ready’—entities will need to be comfortable that processes and controls exist to support ESG information, and that the information can ultimately be assured. The Corporate Sustainability Reporting Directive represents a fundamental change in the nature of corporate reporting—the time to act is now and the first deadline is closing in.