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

In his new role as head of PwC Ireland, Enda McDonagh wants to attract the ‘best and the brightest’ with a culture of openness and trust As the incoming Managing Partner at PwC Ireland, Enda McDonagh is busy preparing to take over in his new role from 1 July. Although still “very much in the transition phase”, McDonagh is, he says, already clear on one of the biggest priorities ahead for his four-year term at the helm of the professional services firm.  “Our people are our single most important asset. Fundamentally, our business is about people,” McDonagh says.  “What differentiates the firm in the market is the calibre and quality of our people, so attracting the next generation of leaders – the best and the brightest – will be a key focus for me.” McDonagh has been Assurance Leader with PwC Ireland for the past eight years and part of the leadership team reporting to Feargal O’Rourke, the firm’s outgoing Managing Partner.   McDonagh’s career with PwC Ireland stretches right back to 1994, however, when it was still trading as Price Waterhouse and long before the move to its current flagship premises on Dublin’s North Wall Quay. “When I walked through the doors of our old office on Wilton Place that first time, would I have thought I would be where I am now 29 years later? I don’t think I could have predicted it,” McDonagh says. “I’ve worked for one firm in that time, but I’ve had multiple careers through the roles and the experience I’ve had.  “Working closely with so many clients across different sectors has taken me from indigenous companies operating in the domestic market right through to multinationals trading in Ireland – and offering them the support mechanism they need to invest here. “Ultimately, I think I’ve gotten to where I am now by taking every opportunity that has come my way and making the conscious decision to keep learning at every stage of my career.” The team around McDonagh has also helped. “I’ve had some ‘bad hair days’, we all do, but I’ve always had that support around me, not just when I’m at my very best, but also when I’ve needed help. That’s really crucial, I think. It’s why I’m still here and why I absolutely still love it.” Of particular importance to McDonagh has been the support and guidance he has received from Feargal O’Rourke, who has been Managing Partner at PwC Ireland for the past eight years. “Feargal has been a great role model and mentor to me,” he says. “His support and enthusiasm for our people and the business over the years has been unrelenting. I have really valued his leadership and would like to wish him every success in his next chapter.” As the new Managing Partner at PwC Ireland, McDonagh will lead a firm with national reach extending to 3,000 people in Dublin, Cork, Galway, Kilkenny, Limerick, Waterford and Wexford.    It will be far from a solo endeavour, however. “One of the most important tasks right now for me is assembling the leadership team I will work with over the next four years.  “One of our core values at PwC Ireland is that we work together as a team and this extends right through to me and how I work with the team around me,” he says. “Everything we achieve, we achieve as a team. No one person ever has the monopoly on good ideas. Equally, no one should ever be in a situation where they are left on their own to try to solve a problem, or to figure something out.  “You absolutely have to support people and give them the space to understand what they want from their career and what they need to grow as professionals, and as people.  “They can only really do that if they know and trust that they are in an environment in which it is okay to make mistakes.” A Partner with PwC since 2006, McDonagh held the role of Assurance People Partner for four years before he was appointed Assurance Leader in 2015. It was this role that gave him his first real insight into the strategic value of good people management and meaningful employee engagement. “I learned so much in those four years about how to make sure that all aspects of how you engage your people is as it should be, both operationally and from a management perspective,” he says.  “It’s really about how they experience the firm from recruitment through all the stages in their career, and making sure that what we are giving them is rewarding and exciting. That is enormously important.” McDonagh’s own interest in accountancy as a career took root when he attended Templeogue College in Southwest Dublin. “I had a tremendous accounting teacher who really kindled my interest and, after I did the Leaving Cert, I went on to study Commerce at UCD followed by the Master of Accounting at UCD Smurfit School.” He joined PwC Ireland, then Price Waterhouse, in 1994 while still studying for his master’s. “We hadn’t yet merged with Coopers & Lybrand at that stage to become PwC Ireland, so I’m really one of the dinosaurs here,” he says. In the years since, McDonagh’s career has centred mainly on large-scale listed Irish companies and multinational corporations. “From a business perspective, I’ve always worked in the non-financial services part of the practice,” he says.  “What we’ve called this has changed more times than I can tell you over the years, but, essentially, my focus has been on big companies in sectors like manufacturing, industrial products, pharmaceuticals, life sciences and food.” Although he has spent much of his working life with PwC in Ireland, McDonagh recalls a three-year stint with the firm’s Boston office in the early 2000s as a particularly important period in his career. “That time was really key for me in terms of the lessons I learned and how important they have been to me since,” he says.  “I moved to Boston as a manager and then became a senior manager over there. I think, for many of us, when you take yourself outside your own comfort zone, you learn the most. “For me, moving to Boston was like starting again. I didn’t know anyone. I didn’t have any connections in the city. “In that situation, you have to build your brand and reputation from ground zero, and in a much bigger market. It was a challenge, but one I loved and learned a huge amount from. “People are much more direct in business in the US, so you very quickly form a thicker skin. As my career has progressed in the years since, that resilience has stood to me.  “At the same time, I made some lifelong friendships professionally and personally with my PwC colleagues in the US, but also with people at the companies I worked with.  “Those relationships have stood me in good stead because Ireland as an economy has such a vibrant trading relationship with the US. Having experience and connections there is very helpful.” Now, as companies in Ireland, the US and elsewhere grapple with a fresh set of challenges post-pandemic, McDonagh is seeing a “singular view” emerging in boardrooms around the country.  “It’s an interesting time. The global economy is clearly softer now than it has been for some time and, as we know, there are multiple elements to this. “There are the rising interest rates, inflation, the cost of doing business, and the general economic outlook, which is far from clear. “Everyone is facing these challenges but there is also something else that is very much front-of-mind now in the boardroom and that is the pace of technological change. “There has been this sudden acceleration in the development of technologies like Artificial Intelligence, and that means that many companies are looking ahead to a pretty demanding change agenda no matter what sector they operate in.” This change will bring opportunity as well as challenge. “The positive here is that companies are able to see beyond current challenges, and they are thinking about how to position themselves for the opportunities that lie beyond,” says McDonagh. “And from an Irish perspective, economically we are certainly in much better shape than we were at the time of the global financial crisis.  “We have strong fiscal returns, and we still have good investment trade flows into Ireland. This tells me that we have the capacity to weather the storm and navigate the headwinds coming at us.”  

As the new President of Chartered Accountants Ireland, Sinead Donovan is intent on showcasing a vibrant profession to ‘Next Gen’ members As she prepares for the year ahead as President of Chartered Accountants Ireland, Sinead Donovan’s key objective will be positioning the profession to attract the next generation. Her appointment to the role at the Institute’s AGM on Friday, 19 May, was a source of deep and genuine pride for Donovan, whose late father Cecil Donovan took on the same role in 1986. “It means a huge amount to me personally because of my father’s legacy and, professionally, I see it as the pinnacle of my career so far,” says Donovan.  “I’ve wanted to get here for a long time, because it matters enormously to me to be able to emulate my father, whom I admired so much, and to represent the profession I love.”  In the year ahead, Donovan says she will give “every possible effort” to representing all members of Chartered Accountants Ireland on the island of Ireland and overseas.  “The way I look at it, this role is about passing on the baton for the benefit of our members and the wider profession now and into the future,” she says. “My father passed the baton to me and being a Chartered Accountant has always felt to me like being part of a family that is unique in how we support each other. “So, my job is to pass the baton to the next generation – to show them what this profession is really about, and all that it can offer – and bring them into the family of accountants in which I have been able to build a fulfilling career that I love.” Donovan’s career has brought her to the pinnacle of the profession, as Chair of Grant Thornton Ireland and a Partner in the firm’s Financial Accounting and Advisory Services practice. “There has been a lot of variety in my career and a lot of opportunity. I have built some amazing relationships and worked in environments that are just really people-focused. “So, I want to get away from this idea of the ‘grey-suited accountant’ who works only with numbers. That is just not what a career as a Chartered Accountant is about.” Despite this, the perception of the profession among the Gen Z cohort (born between the mid-90s and early 2000s) now entering the workforce is not as positive as Donovan would like it to be. Gen Z research findings Recent Gen Z research carried out by Chartered Accountant Ireland, under the auspices of Chartered Accountants Worldwide, revealed a troubling ‘perception gap’ between respondents who had no experience of chartered accountancy and those who had commenced their training.  The study aimed to find out how the ACA qualification is perceived by Gen Z respondents in Ireland and worldwide. The Gen Z respondents in Ireland with no experience of chartered accountancy reported viewing the profession as challenging (56%), numbers-based (34%) and boring (19%).  They were considerably less likely than the global average to view the profession as purpose-led (2%), creative (0%), or exciting (4%).  Encouragingly, however, the Irish respondents who had begun their training were far more likely to view it as varied (up from 8% to 25%) and purpose-led. The respondents in this cohort describing it as boring halved.    “It’s clear that, once students commence their training, they get a much better sense of what the qualification is about, but for those who haven’t made the decision yet, the perception gap is pretty stark,” Donovan says.   “Irish students recorded a significant difference in perception, which shows us there is work to do. Engaging the next generation of accountants and the next generation of leaders will be front of mind for the Institute this year.” There are more routes into the profession today than ever before, but as Donovan sees it, more must be done to promote the qualification to the next generation, including changing the established and accepted ways of doing things.  “If the next generation does not buy into what we do and see itself in our profession, it will be because we are not adequately selling it to them, whether at school or third level, or in the early stages of their professional training,” she says.  “I want to ensure that students understand what ACA is and what the benefits of entering the profession are. Gone are the days of calculators and ledgers. Our focus now is on technology, data analytics, leadership skills and global developments.  “Being an Irish Chartered Accountant is respected around the globe and the qualification enables truly global travel and ability to do business. Our profession is in the middle of a recruitment and retention challenge and if we don’t step up to harness this talent pool, we are missing out.” Next Gen values and skill sets  There has been a lot of attention in public discourse about the need to ‘step up’ post-pandemic and help students and new recruits adapt to the working environment, Donovan says.  “There is also a need for us to re-examine that status quo and use this opportunity to ensure the environment is one that works for the next generation of the profession. Those at the start of their careers are seeking a greater degree of flexibility and better work-life balance and genuine diversity, equity and inclusion at work. “This idea of the ‘grey-suited accountant’ is just not it anymore. What I see in our younger members is a very vibrant cohort who will be leading business decisions into the future,” Donovan says. “They value sustainability and Chartered Accountants have an enormous role to play here in every sense – not just in terms of reporting and assurance, but also in shaping sustainability policy within companies and in advising organisations on sustainability best-practice.” Technology will also continue to play an ever-greater role in the work of the Chartered Accountant of the future, Donovan says. “Our Next Gen members will have to be at the forefront of information technology and data analytics, and in understanding the impact Artificial Intelligence is bringing to the world,” she says. “So, we need to make sure their education in these technologies is deep and comprehensive so that they are fully equipped with the skills they need to thrive in a rapidly changing world.” Next Gen education  For Donovan, education is also critically important to ensuring that the profession is “represented credibly” to the Next Gen members of Chartered Accountants Ireland.  “We’ve got to engage them in interesting methods of learning, syllabus content and topics that are actually relevant to the work of the Chartered Accountant from second level right through to third level, in their training and exam experience with the Institute and right through their career from there,” she says.  “In terms of secondary-level education, Pat O’Neill, our outgoing President, has done amazing work over the past year in raising awareness of how outdated the current Leaving Cert accounting syllabus is.  “The Institute has had a number of meetings with the Department of Education and Minister Norma Foley on this issue and Pat will now continue in the year ahead to progress to the next phase of this effort, which will be about driving action in updating the syllabus sooner rather than later.” As it stands, Chartered Accountants Ireland is already leading the way in helping secondary school pupils around the country understand what a career in accountancy is really about. In early 2020, the Institute launched Boot Camp, an online programme designed to help Transition Year and Senior Cycle students improve their accounting and business skills. The Boot Camp Challenge presents participants with a realistic scenario of a business in trouble, whose management must make important decisions about its future. Students review the relevant financial information, consider the wider circumstances, and suggest a possible course of action.  The programme has over 5,000 users active in all 26 counties in the Republic of Ireland “I’ve done the Boot Camp challenge myself, it’s brilliant. It teaches pupils about business, about how accountants are engaged in really critical business decisions, and the impact these decisions can have,” says Donovan. “Most importantly, I think it shows them that accountancy is not all about maths and numbers and breaks that perception that, unless you’re really good at maths, a career in accountancy isn’t for you, because that’s not the case at all.” Project Athena roadmap Innovation is already leading the educational agenda within Chartered Accountants Ireland, which completed Project Athena in 2022. Undertaken with funding from the Chartered Accountants Education Trust, the extensive research project included close to 100 interviews with senior members, academics and regulators in Ireland and overseas.  The findings were academically validated by Trinity College’s Learnovate Centre and will now drive the Institute’s Next Gen educational strategy.  “The roadmap for future innovation in education stemming from Project Athena is in place and we will begin to introduce changes to our education tools and delivery methods from September 2024 starting with CAP 1 and moving to CAP 2 and FAE,” says Donovan. “Some of the developments we’ll be seeing over the next two to three years will include real-time exams, which will bring more certainty to students as well as greater flexibility.  “Data analytics will be used to review students’ activities and performance on an ongoing basis so we can see how each of them is getting on in real-time and identify who might need help and support before their exams.” Global member outreach Chartered Accountants Ireland is Ireland’s largest and oldest professional accountancy body. Dating back to 1888, it represents over 31,700 members around the world and is currently educating more than 7,000 students.  It is an impressive reach and one Donovan plans to harness as she endeavours to highlight the vibrancy and variety of the profession in her role as President. “Above all, I want all of our members to know that they can reach out to me. It’s incredibly important to me to be accessible and plugged into what people are doing. I’m on social media channels, particularly LinkedIn, and I’m more than happy to engage with people, if they want to, any time,” she says. With members in more than 90 countries and active local chapters in international cities ranging from New York in the US and Sydney in Australia to Dubai in the United Arab Emirates, the Institute has a healthy presence outside the island of Ireland. “My outreach work over the next 12 months will be international as well as national. I want to meet as many members as I can in the UK, the US, Australia and the Middle East – wherever I can get to, I will! “I worked in Australia myself back in the 1990s, so I know how much it means when a President or Officer Group visits from the Institute.  “When you’re away from home, your accountancy family becomes even more important and it’s just lovely to see the President and to see them interact with, and hear the views of, members overseas.” On home turf, Donovan’s itinerary will be no less busy as she has plans to visit, celebrate and engage with District Society members across the island. “We plan to hold our council meeting in November in Cork with a dinner in the evening for our members there and that’s very much along the lines of what I want to do throughout the next 12 months — just get out there and meet members as much as I can.” Beyond its own activities, Chartered Accountants Ireland offers a crucial voice to members on the world stage in professional, policy-related and regulatory matters relevant to its membership.  The Institute is a founding member of Chartered Accountants Worldwide, an international network of over one million chartered accountants. It also plays key roles in the Global Accounting Alliance, Accountancy Europe and the International Federation of Accountants.   Advocacy and representation will be another key priority for Donovan. “I’m very keen to continue growing and solidifying these relationships so that our members have the voice they deserve wherever it needs to be heard,” she says.  “I want to build on the relationships and reciprocity agreements we have with other corporate bodies throughout the globe and to make sure that we take every opportunity to let the younger generations we want to attract to the profession know that ours is a global qualification that can take them all over the world.”

In a competitive business landscape, recruiting top talent is a strategic imperative for organisations. Paul O’Donnell unveils the three Cs to attracting and securing the best candidates for your organisation’s success Great talent makes great organisations, not just because of their higher productivity but also the influence they have on the commitment and standards of others. Great talent is scarce, and as we head into more uncertain economic times the “war for talent”, as framed by Steven Hankin of McKinsey back in the 1990s, has already kicked off. Whether you hire directly or work with a search partner, the process of winning great candidates demands real attention to the full hiring cycle. To attract really great talent, organisations need more than the basics of a good recruiting process. Here are three key questions to ask and steps to take to ensure the best candidates say yes to your organisation. 1. Communication: What can your target talent pool read about you online? If you have a talent acquisition team or marketing function, dedicate a resource to continuously evaluating how the outside world sees your firm. What compelling story will your target talent pool read about the difference your organisation makes to its customers and community? What messages can they see from current employees as advocates for working with you? Where does your target talent pool like to spend time online, and is your message strongest here? 2. Contribution: What problem exists in your organisation by not having this role filled? Role and organisational purpose are the top attractions for the best talent. Does the organisation’s purpose matter to the candidate, and is your organisation the right place to address it? What difference can their effort make for stakeholders? These are your key questions externally and during your hiring process. 3. Character: What traits in the candidate does your firm want for the whole organisation? Complementary culture and values between a high performer and your organisation are essential. Losing a high performer over a lack of values alignment is optically poor and will reverberate internally and externally. Conversely, great talent can be extremely influential in changing the behaviour of those around them, so mapping the characteristics you seek for the whole company before hiring anyone new is vital. In an excellent article in MIT Sloan Management Review, “Make Leader Character Your Competitive Edge”, Mary Crossan, Bill Furlong and Robert D. Austin describe how character, when valued equal to competence, can result in better decisions and outcomes. The next time you hire externally, consider communication, contribution and character to put your own organisation first in the candidate’s decision-making process. Paul O’Donnell is CEO of HRM Search Partners

As artificial intelligence increasingly becomes integral to business operations, establishing an effective AI policy is crucial for boards. Stephen Conmy delves into the key steps boards should take to create a comprehensive AI policy  Creating your company’s artificial intelligence (AI) policy involves carefully considering various ethical, legal and operational aspects. Here’s a 10-step guide to how a board of directors can develop an AI policy – and communicate it effectively to the executive management team and staff. 1. Establish a working group Form a working group of board members, executives and relevant stakeholders to lead the AI policy development process. This group will oversee policy creation, gather necessary expertise and ensure representation from various departments and stakeholders. 2. Educate the board All board members should have a foundational understanding of AI and its ethical implications. Board members should have training sessions or workshops to familiarise themselves with essential AI concepts, such as algorithmic bias, privacy concerns and AI’s potential impact on employment. 3. Define the policy’s objectives Identify your organisation’s primary objectives in adopting AI technology. These objectives will shape the overall direction of the policy. This may include improving your company’s efficiency, enhancing customer experience or promoting innovation. 4. Assess the ethical principles and values Determine the ethical principles and values that guide AI development and deployment within your organisation. It would help if you considered fairness, transparency, accountability and well-being concepts. These principles will help establish a solid ethical foundation for the AI policy. 5. Evaluate legal and regulatory compliance Understand the legal and regulatory landscape surrounding AI, including data protection laws, privacy regulations and industry-specific guidelines. Ensure the AI policy meets these requirements to avoid legal risks and uphold compliance. 6. Identify potential AI use cases and risks Identify the specific use cases and applications of AI within your organisation – where will it be used, by whom and for what purpose? Assess the associated risks, including potential biases, security vulnerabilities and unintended consequences. Next, develop guidelines and best practices to mitigate these risks. 7. Establish accountability and governance Who will be responsible for your AI policy? Define the roles and responsibilities of stakeholders involved in AI development, deployment and monitoring. Establish clear lines of accountability and governance mechanisms to ensure ethical decision-making and risk management throughout the AI life cycle. 8. Ensure transparency and explainability Promote transparency and explainability in AI systems by requiring clear documentation, responsible data practices and understandable algorithms. Ensure that stakeholders, including employees and customers, can comprehend the basis of AI decisions and raise concerns if necessary. 9. Encourage continuous monitoring and evaluation Implement mechanisms to monitor an AI system’s performance, impact and adherence to ethical standards over time. Regularly evaluate the policy’s effectiveness and make necessary adjustments based on feedback and emerging best practices. 10. Communicate the AI policy Craft a comprehensive AI policy document that encompasses all the elements above. The policy should be written in clear, accessible language and provide practical guidance. Communicate the policy approach to the executive team and staff through various channels, such as company-wide emails, town hall meetings and training sessions. Stephen Conmy is Head of Content at The Corporate Governance Institute

The Economic Crime and Corporate Transparency Bill 2022 aims to bolster corporate transparency and combat economic crime. Maeve Hunt explains the two key takeaways for entities registered at Companies House and their directors In the single biggest change to the role of the UK Register of Companies since it was created in 1844, the Economic Crime and Corporate Transparency Bill 2022 seeks to make a number of modifications to company law with the aim of enhancing corporate transparency and reducing economic crime. To facilitate this, the Bill seeks to make further provisions about companies, limited partnerships and other kinds of corporate entities, and around the registration of overseas entities. The legislation, on receiving Royal Assent, will affect all those who interact with Companies House, whether individuals (directors, secretaries and people with significant control of entities registered at Companies House) or entities, including companies, limited partnerships, limited liability partnerships and overseas businesses. There will also be an impact on agents of such entities, such as those who provide company secretarial services. At the time of writing, the Bill is in the reporting stage in the House of Lords, which gives all members of the Lords a further opportunity to examine and make amendments to the Bill. Once the Bill becomes legislation, there will be a period of transition to allow individuals and companies sufficient time to comply with the additional requirements. There are two key considerations for entities registered at Companies House and their directors: identity verification and increased filing on the Register.   Identity verification To enhance the transparency of controllers and owners of businesses on the Register, Companies House will introduce mandatory ID verification for directors, company secretaries, people with significant control and others associated with those entities, such as their agents. The ID verification process will use technology to verify the identity of the person in question by comparing their photograph with an official government ID, such as a UK-issued passport. A director, company secretary or person with significant control will not be considered legally appointed until the ID verification process is completed, and they will be unable to act in that capacity or make filings at Companies House. This will cover both UK-resident and non-UK-resident individuals. For newly appointed individuals, the process will need to be completed prior to appointment. For existing roles, there will be a transition process to allow ID verification to be completed. If the verification is not completed within this timeframe, the individual will be removed from their role in that entity. Separate provisions will cover those who do not hold UK-issued identification, such as overseas nationals, or those unable to use the web-based service. For corporate directorships, similar provisions will also apply. A UK company will only be able to be appointed as a corporate director when all its directors are natural persons, and those natural persons are subject to appropriate ID verification checks. Non-UK companies will no longer be permitted to act as corporate directors. These provisions also extend to directors of overseas companies registered at Companies House. Improving financial information on the Register Currently, 3.1 million sets of accounts are published on the Register each year, and access to these accounts is arguably the most valuable service that the Register provides. Companies House will require all financial statements submitted to be in Inline Extensible Business Reporting Language (iXBRL) format. These tags are machine-readable, which will make the data easier to interrogate, compare and check, aiding Companies House in carrying out its new responsibilities for maintaining the integrity of the data it holds, identifying and addressing errors, and sharing data under certain strict conditions with other bodies such as law enforcement. Companies House currently accepts accounts in iXBRL format, as well as in paper format and most companies will be required to include a set of accounts in a similar, but not identical, format when filing their corporation tax returns with HMRC. There are currently reduced filing options for some companies where they meet the ‘small’ or ‘micro’ criteria set out in the Companies Act 2006. Such entities currently have an exemption from filing their Profit & Loss Account, and, for small companies, a Directors’ Report. A micro company is exempt from having to prepare a Directors’ Report. These reduced filing options will be removed, meaning small and micro companies will file their full financial statements, including a Profit & Loss Account and Directors’ Report (where applicable), which will be publicly available. Maeve Hunt is a Director of Audit and Assurance at Grant Thornton NI