On 1 September 2023, the Institute responded to the Financial Reporting Council (FRC) invitation for comments on their proposed changes to the “UK Corporate Governance Code” (‘Code’)*.  The proposed changes arise from a UK government request of the FRC to strengthen the UK Corporate Governance Code in specific areas following the recommendations arising from UK White Paper on “Restoring Trust in Audit and Corporate Governance” (‘White Paper’) published in 2022. Some of the key changes proposed to the Principles and Provisions applying to boards include: Setting out a revised framework of prudent and effective risk management and internal controls to provide a stronger basis for reporting on, and evidencing their effectiveness. Improving the quality of comply-or-explain reporting, taking account of recently published FRC research and reports, e.g. reducing boilerplate wording and requiring reports to demonstrate the outcomes of governance activities. Revising the responsibilities of the board and audit committee for sustainability and ESG reporting, and associated assurance in accordance with a company's audit and assurance policy. Aligning governance and reporting practices with changes to legal and regulatory requirements as set out in the Government's response to the White Paper, including strengthening reporting on malus and clawback arrangements. The Institute response welcomes FRC proposals that: discourage boilerplate reporting and encourage clear and concise disclosure on the reasons for any departure from the Code’s provisions, and how the Board has otherwise adhered to the overall principles of the Code. encourage consideration of and reporting (in accordance with established sustainability reporting standards) all material sustainability and ESG matters, including climate ambitions and transition planning, in defining business purpose, strategy, and values. increase the emphasis on workforce and broader stakeholder engagement, strengthening diversity and inclusion, and improves the effectiveness of remuneration policies and transparency. respond to some of the Chartered Governance Institute recommendations on board performance reviews and emphasis on improving board effectiveness. engage with emerging risks and opportunities such as artificial intelligence, for which the Institute have provided, in our response, some detailed considerations for inclusion in FRC guidance. Some of the key points highlighted in the Institute’s response focused on: The missed opportunity from limiting the update of the Code to reacting to legislative proposals rather than addressing learnings from corporate governance in recent years, including the principles and values (including ethics and healthy culture) that were lacking in respect of high-profile corporate failures. Highlighting the increasing role and responsibilities of Audit Committees, and the risks arising by mandating them as default for additional requirements versus ensuring the ability of the Board, who are ultimately responsible, to delegate roles and responsibilities as it sees fit in accordance with fiduciary duties. The lack of guidance and definitions for key terms used in the principles and provisions which, if provided, would provide for better understanding, and promote greater consistency, in many areas of the Code, including directors declarations on risk management and internal controls, audit and assurance policies, and narrative reporting. The importance of maintaining the principle-based approach to corporate governance that the Code has championed for over thirty years and to avoid deferring to requirements which are prescriptive, a matter of law and are not suited to a comply or explain model. The risk that established and effective practices for stakeholder engagement, reporting on future prospects and delegating oversight of sustainability matters may be lost based on the way some of the proposals are set out. The Chartered Accountants Ireland response to the FRC addressed all 26 questions and is available here. The FRC proposals are available on their website here. Níall Fitzgerald, Head of Ethics and Governance, Chartered Accountants Ireland   * The Code applies to premium listed companies on the London Stock Exchange and companies with a primary listing on the Irish Stock Exchange (and the Irish Corporate Governance Annex). Other organisations can voluntarily adopt the Code, for example, Chartered Accountants Ireland applies principles of the Code where they are relevant and commensurate to the Institute as a membership body.  

First published in Accountancy Ireland on 02 June 2023 Chartered Accountants Ireland welcomes the timely publication by the Central Bank of Ireland (CBI) of the Individual Accountability Framework (IAF) draft regulations and guidance, and the certainty of action required for Irish financial services firms, writes Níall Fitzgerald. The framework contains measures, including conduct standards and prescribed responsibilities, designed to enhance customer-focused cultures and embed responsibility and ethical behaviour across financial services in Ireland.    While it promotes the necessity for cultural change, the CBI agrees that more is required to achieve this. Insights from the introduction of similar measures in other jurisdictions show that an individual accountability regime better impacts on organisational culture when supported by: Promoting individual accountability but emphasising collective decision making: Being accountable as individuals for actions and behaviour is not new. Professionals are accountable to codes of ethics. There are also many laws and regulations that hold individuals accountable for their roles in an organisation, such as fiduciary duties of directors. However, many organisations thrive on collaboration, teamwork and diversity, which improve collective decision-making. Individual accountability is not designed to override this, and emphasising other positive behaviours, such as these, supports the IAF’s objectives. Promoting a ‘just culture’ and avoiding a ‘blame culture’: A blame culture focuses on identifying culprit/s, penalising them, and moving forward on the assumption that the issue/s won’t happen again because an example has been set. A just culture acknowledges that mistakes and underperformance can occur, but that both are better addressed by reflecting on what went wrong and focusing on what can be learned to improve future outcomes. Individual accountability exists in both scenarios, but the latter will have a more positive impact amongst the workforce, helping achieve the objectives of the IAF. Promoting trust and integrity: Certain informal reactions to a regime such as the Individual Accountability Framework can undermine its objectives. In some jurisdictions individuals with prescribed responsibilities prepare personal compliance files, privately maintained outside of the firm’s documentation system. A ‘cover your actions’ (CYA) approach developed in those jurisdictions, whereby there is a tendency to give advice formally (e.g. in writing), which would differ if given informally (e.g. verbally). Notwithstanding the risk of breaching privacy and confidentiality rules, these informal practices are indicative of low levels of trust and integrity within a firm. Embedding a culture of psychological safety can deter this risk and foster greater trust within the organisation.  Níall Fitzgerald, Head of Ethics and Governance, Chartered Accountants Ireland          

The seventh annual Good Governance Awards concluded on 17 November 2022 with the announcement of the winners across seven categories.  The Awards aim to recognise and encourage good governance standards and reporting in the charity and non-profit sector. It provides tailored feedback and recommendations to all entrants, allowing them to improve governance and reporting across a range of areas such as strategy, performance, and compliance with reporting standards.  The annual report represents a real opportunity for organisations in the charity and non-profit sector to showcase their transparency and trust by disclosing their strategic performance, governance practices, culture and financial results. A good annual report does more than meet minimum reporting requirements. It can provide a comprehensive picture of an organisation, including its achievements and future plans. It serves to reinforce relationships with stakeholders and build further relationships with the public, potential donors, volunteers and supporters. Each of the annual reports entered into the awards undergoes a rigorous assessment process, including a technical compliance review, an assessment of governance practice disclosures and, for those short-listed, a three-stage independent judge review. In the spirit of improving standards, we have compiled a summary of the Judges’ top recommendations arising from their review of this year’s shortlisted annual reports. Top ten recommendations for all organisations Ensure consistency between the non-financial narrative and the financial statements in the annual report, and that they read well as one report telling the story of the organisation. Too often these can appear like separate reports that have been ‘bolted together.’ Emphasise the connection from the organisation’s mission and vision, and how this flows through to its strategy and activities. Provide a summary overview of the background and origins of the organisation – It’s purpose, why it was established and the impact it wishes to make. Disclose key performance indicators (KPIs) that provide insight on the actual performance during the year against the organisation’s targets for that year and previous performance. Targets should clearly define what success for each activity or programme would look like in a given year and at the end of the current strategy. Ensure clarity, accuracy and consistency in the financial reporting and financial summaries which is not only a Financial Reporting Standards requirement but also fundamental to presenting a convincing report. Given the nature of work of charities and non-profit organisations, their sources of income and the level of public and regulatory scrutiny, boards and their advisors should opt-out of preparing reduced disclosure financial statements, an option otherwise permitted by Section 1A of FRS 102, and filing abridged or abbreviated financial statements. Opting for reduced disclosure is sub-standard to good governance practice for a sector that needs to be highly transparent and accountable for continued support. Design the report so it is readable online. Improve readability and impact by using photographs and other graphics to break up the text and visualise the data for readers e.g., graphics that illustrate the sources of funds, programmes expenditure, and KPIs such as the number of people helped. Outline the organisation’s process around board Director/Trustee recruitment, induction, training and board evaluations. Strengthen the profiling of Trustees/Directors. Provide summary biographies on each Trustee/Director, including details on appointment dates, attendance at meetings and whether they were elected, co-opted or how they were selected/recruited. Introduce balance to the report, and make it more realistic, by addressing the areas of frustration, concern or indeed failure encountered during the period rather than only highlighting the areas of success. Top five recommendations for larger organisations in particular In general, reporting on sustainability and climate is limited. A focus on ESG reporting would be an improvement. Consider if too much detail is being provided – some of the annual reports were long and included repeated examples. Highlight how the organisation implements board diversity and succession planning as well as the organisation’s policy on diversity (in its broadest sense). Define how the organisation monitors and mitigate risks. Provide insights into the organisation’s risk appetite and tolerance. Shine a light on future income generating strategies and sources, alongside projected costs, and any new areas of expenditure. For more information, and template annual reports for charities and non-profit organisations, see: Resources – Good Governance Awards. Chartered Accountants Ireland Technical Hub also includes member resources on financial reporting, audit and other regulatory requirements. Róisín McGuigan Carmichael Good Governance Awards Coordinator

Chartered Accountants Ireland has congratulated the winners of the 7th annual Good Governance Awards, which took place last night, in Chartered Accountants House, Dublin. The Awards is an initiative that recognises and encourages adherence to good governance practice by charities and other non-profits in Ireland. They were founded by Carmichael with the support of partners, including Chartered Accountants Ireland, and leading national bodies in the non-profit sector. Among the organisations recognised this year are Mental Health Reform, NiteLine, Breaking Through, The Ark and Barnardos. Minister of State at the Department of Rural and Community Development Joe O’Brien T.D. and Stephanie Manahan, CEO of Pieta, delivered keynote addresses on the evening. Sinead Donovan, Deputy President of Chartered Accountants Ireland, Diarmaid O’Corrbui, CEO of Carmichael, and Denise Charlton, CEO at the Community Foundation for Ireland also spoke to attendees about the importance of charity and non-profit organisations and the role of governance in building trust and confidence in the sector. Commenting Deputy President of Chartered Accountants Ireland Sinead Donovan said “I want to commend the commitment of employees, trustees and volunteers to building public trust in the charities and non-profit sector. Through the promotion of good governance, accountability, transparency and by working collaboratively with stakeholders, they are delivering value for money and making a positive impact for beneficiaries and society”. All entrants to the Awards receive feedback from some of the most respected and experienced experts in the sector. Commenting on the feedback, Níall Fitzgerald, Head of Ethics and Governance, Chartered Accountants Ireland and Judge in the Awards, observed “The quality of governance disclosure is getting higher every year and the Annual Reports of shortlisted entrants can serve as insightful templates for others. What is most impressive is the level of innovation in the way entrants are telling their story, illustrating their impact, and providing insight to their governance processes." “The higher scoring entrants are reporting beyond minimum requirements on issues like diversity, equity and inclusion, gender pay gap, sustainability and other challenges relevant to their charitable activities. This is a further example of the commitment to transparency and accountability in this sector and their awareness of what matters to society”. The 2022 winners are: Category 1 (annual turnover <€50k): NiteLine Category 2 (annual turnover between €50k and €250k): Breaking Through CLG Category 3 (annual turnover between €250k and €1m): Mental Health Reform Category 4 (annual turnover between €1m and €5m): The Ark Category 5 (annual turnover between €5m and €15m): The Jack and Jill Children’s Foundation Category 6 (annual turnover between €15m and €50m): Barnardos Ireland Category 7 (annual turnover >€50m): Trócaire As part of the mission to encourage and promote good practice in annual reports and others areas of governance, feedback is provided to all entrants. In addition, overall observations of what organisations did very well and areas for improvement are shared. Further details on the Good Governance Awards are available on www.goodgovernanceawards.ie.

At a Chartered Accountants Ireland webinar on 23 March on the governance of charities and not for profits (ROI), David Brady, non-executive director and management consultant, presented on the “charity board maturity model”. Five Levels of Charity Board Maturity*   Level Board characteristics Non-Compliant Negative attitude to governance. Unaware of strategic developments. Short-term funding focus. Receives only basic financial information. Unaware of outdated policies. Does not insist on a risk register. No rotation or succession planning. Antagonistic relationship with staff. Weak AGM process. Compliant Tolerant attitude to governance. Closed to developments other than self-beneficial. Ensures mixed portfolio of income sources. Ensures policies are current. Ensures risk register prepared for compliance. Rotation policy not implemented. Provides superficial staff support. AGM limited to board only. Effective Understands benefits of governance. Revises board and staff structures to exploit opportunities. Focused on seeking funding opportunities to support strategy. Use policy register to refresh and revise policies. Reviews risk register to manage risk and plan contingencies. Ensures appraisals and rotation policy implemented. External members attend AGM and decisions made. Progressive Seeks improvement governance. Keen to benchmark board maturity. Seeks collaboration in new initiatives that reflect market changes. Ensures policies updated in line with business/market changes. Defines risk appetite. Ensures skills gaps aligned with strategy. Ensures strategy informs decisions. Staff and board rotations planned and implemented. Elite Delivers a series of strategic programmes resulting insignificant impact and/or funding. Board and staff have collective problem-solving mind set. Reviews a series of financial and non-financial KPIs. Employs long-term resource planning. Promotes risk management culture. Reviews strategy regularly. Succession planning includes pro-active identification of new chair and board members. Embraces and learns from occasional failure positively. * Source: David Brady, FCA, of DB Consulting. In an insightful presentation in which he persuasively argued that compliance with a governance code should a basic expectation, David provided recommendations for moving a charity or non-profit on to the levels of effective, progressive or elite governance. The keynote presentation was followed a panel discussion featuring Inez Bailey, CEO of the Centre for Effective Services; John Roycroft, non-executive director National Advocacy Service for People with Disabilities and chair of its policy, communications and governance committee; and Aisling Fitzgerald, Director with PwC. Issues discussed in detail included: Is complying with a governance code, or an equivalent set of standards, sufficient to achieve good governance? A non-executive director’s experience of implementing the Charities Governance Code. Insights on how the senior management of a charity or non-profit can effectively manage and meet stakeholder expectations in relation to compliance and performance. Whether a charity is complex or non-complex per the Charities Governance Code. The importance of innovation in a charity or non-profit organisation. The societal contribution of the charity and non-profit sector in Ireland, and considerations for providing support to assist people suffering because of the crisis in Ukraine. The event was opened by Tony Ward, Chair of the Chartered Accountants Ireland Charity and Non-profit Network Group, chaired by Níall Fitzgerald, Head of Ethics and Governance, with a closing address delivered by Terea Campbell, Member of the Council of Chartered Accountants Ireland and Chair of the Institute’s Ethics and Governance Committee. A full recording of this webinar is available to viewed at: Governance of charities and non-profit organisations (ROI). Níall Fitzgerald FCA Head of Corporate Governance & Ethics at Chartered Accountants Ireland

On 23 February 2022 the European Commission presented its proposal for a Directive on corporate sustainability due diligence. If adopted by the European Parliament and the European Council, the new rules will apply: firstly to all large private companies with over 500 employees and €150 million turnover in the EU; after two years to companies with over 250 employees and €40 million turnover and where at least 50% of this was generated from operations in high-impact sectors such as manufacturing of food and textiles, wholesale of agricultural raw materials and live animals, extraction of minerals and others. The due diligence obligations do not apply to micro companies and SMEs. However, the Directive does provide for supporting measures for those likely to be indirectly affected as part of the supply chains of larger companies, for example a requirement for a larger company to bear the cost of any third-party assurance required from a SME to verify compliance with its code of conduct or measures to prevent adverse human rights or environmental impacts in its supply chain. It is expected that the Directive will apply to approximately 13,000 EU companies and 4,000 third-country companies (non-EU companies operating in the EU). What are the proposed rules? The objective is to require companies to: implement processes that mitigate the risk of adverse human rights and environmental impacts in their value chains; integrate sustainability into their corporate governance and management systems, and frame business decisions in terms of human rights, climate and environmental impact, as well as in terms of the companies’ resilience in the longer term. Companies concerned must have a due diligence policy that is reviewed and updated annually, detailing: the company’s approach to due diligence a code of conduct describing the rules and principles to be followed by the company’s employees and subsidiaries the processes to implement due diligence, including measures to verify compliance with the code of conduct and to extend its application to established business relationships. Companies are required to conduct human rights and environmental due diligence by: putting in place a due diligence policy; integrating due diligence into their policies and management systems; identifying actual and potential adverse impacts; preventing, ceasing or minimising adverse impacts; ending, neutralising and remediating adverse impacts; establishing and maintaining a complaints procedure; monitoring the effectiveness of their due diligence policy and measures; publicly communicating on their due diligence. Business relationships In establishing the extent to which due diligence is to be applied, there is one approach for the company’s own operations and subsidiaries and another for its business relationships. In relation to the latter, a company’s obligations extend only to established business relationships that are, or expected to be, lasting and that do not represent a negligible or ancillary part of the value chain. There are further considerations in the Directive that apply to a company’s direct and indirect business relationships (e.g. suppliers of the company’s direct suppliers), including circumstances in which a business relationship cannot reasonably be brought to an end. Combating climate change through strategy, risk and remuneration Companies will be required to: have a plan that ensures their business model and strategy of are compatible with the transition to a sustainable economy and with the limiting of global warming to 1.5°C in line with the Paris Agreement; include emission-reduction objectives in cases where climate change is or should have been identified as a principal risk or a principal impact of the company’s operations; have regard to the fulfilment of the above obligations when setting variable remuneration, if variable remuneration is linked to the contribution of a director to the company’s business strategy and long-term interests and sustainability. New directors’ duties The Directive introduces a duty for directors of EU companies to set up and oversee the implementation of corporate sustainability due diligence processes, including a due diligence policy, and to adapt the company’s strategy to take into account adverse impacts on human rights and the environment arising from their own operations. The Directive also clarifies the general duty of care requirement in relation to these new rules. Directors are required to take into account the consequences of their decisions for sustainability, including, where applicable, human rights, climate change and environmental consequences, in the short, medium and long term. Third party assurance The Directive refers to situations where seeking independent third-party verification is appropriate; for example, verification of compliance with contractual assurances provided by a supplier in relation to meeting human rights and environmental required by the Directive.  Independent third-party verification in this context is to be provided by an auditor that is independent of the company, free from any conflicts of interests, has experience and competence in environmental and human-rights matters and is accountable for the quality and reliability of the audit. Enforcement A national authority will be designated to supervise and impose effective, proportionate, and dissuasive sanctions, including fines and compliance orders. Civil liability will apply to companies, directors (in cases where courts decide to lift the corporate veil) and/or senior executives (where legally accountable). Victims may be entitled to compensation for damages arising from the failure to comply with the obligations of the new rules. The company’s own monitoring measures and compliance functions will play an important role in ensuring effective identification, prevention, minimisation, ending and mitigation of adverse impacts on human rights and the environment. The Directive establishes minimum requirements for monitoring, though companies should also be aware of other measures (e.g. whistleblowing), that can assist in identifying adverse impacts or breaches of the company’s policies and procedures.   Persons who work for companies subject to due diligence obligations under this Directive or who are in contact with such companies in the context of their work-related activities can play a key role in exposing breaches of the rules of this Directive. Directive in the context of the EU Green Deal and Ireland This Directive represents a significant step towards achieving a primary objective of the European Green Deal, for sustainability to be further embedded into the corporate governance frameworks of organisations across the EU. The Directive complements the EU Corporate Sustainability Reporting Directive (CSRD) by adding a corporate duty to perform due diligence. This Directive will underpin the EU Sustainable Finance Disclosure Regulation (SFDR) which requires financial market participants to publish a statement on their due diligence policies with respect to principal adverse impacts of their investment decisions on sustainability on a comply-or-explain basis. The Directive will also complement the EU Taxonomy Regulation, a transparency tool that facilitates decisions on investment and helps tackle greenwashing by providing a categorisation of environmentally sustainable investments in economic activities. The Directive will also complement several other EU Directives and policies aimed at combatting human trafficking and forced labour, establishing deforestation-free supply chains, an action plan on a circular economy, a strategy for financing the transition to a sustainable economy, and more. Sustainability in corporate governance, or ‘sustainable corporate governance’, encompasses encouraging businesses to consider environmental, social, human and economic impact in their business decisions, and to focus on long-term sustainable value creation rather than short-term financial value. The value of good corporate governance to long-term sustainable success is not new to companies familiar with the first principle of The UK Corporate Governance Code. While the Directive will apply to large private companies, we can expect that many businesses in Ireland’s small, open, export-lead, economy will be impacted. Níall Fitzgerald FCA Head of Corporate Governance & Ethics at Chartered Accountants Ireland Note: Click for further information on the Corporate Sustainability Due Diligence Directive.    

The Financial Reporting Council has issued the first in-depth assessment of the quality of reporting from private companies who have chosen to follow the Wates Principles. The report, which was conducted with the University of Essex, shows that the Wates Principles are the most widely adopted corporate governance code used by large private companies.   The research shows that companies are grasping the spirit of the Wates Principles in their governance reporting. They are using the principles as a tool for self-reflection and improvement, and seeing the yearly governance reporting as an opportunity, not a burden. This research also includes examples of good reporting and acknowledges that it is too early to draw too many conclusions as most companies were in their first cycle of reporting. The financial sector was the biggest adopter of the Wates Principles.

In our fifth Governance Webcast for 2022, John Moloney discusses with Barry Dempsey, Chief Executive Chartered Accountants Ireland, the role of the board and board subcommittees in embedding sustainability in the organisations strategy and monitoring its progress. John and Barry discuss a range of matters including: What sustainability means to many and who is responsible for it in a company Insights on how boards of listed and private companies deliberate and achieves consensus on what sustainability improvement initiatives to prioritise. The responsibilities of directors and ensuring access to relevant sustainability expertise The questions non-executive directors should be asking in relation to sustainability related risks faced by the company. The discussion was recorded at the Chartered Accountants Ireland Governance Conference in 2021, Boards and Sustainability. Its reproduction is very timely as the momentum of companies to address sustainability increases. The interview is available to view on the Chartered Accountants Ireland YouTube channel: Governance Webcast Series – Interview with John Moloney on Boards, Sustainability and Strategy. John Moloney is Non-executive Chair of DCC plc and Chair of their Governance and Sustainability Committee and a Member of their Remuneration Committee. John is also a Non-Executive Director of Smurfit Kappa plc and Chair of ABP Food Group. John has extensive top management and board level experience, having held the position of Group Managing Director of Glanbia plc until November 2013. John was previously a Non-Executive Director of Greencore Group plc. John holds an MBA from the National University of Ireland, Galway (NUIG).

In our fourth Governance Webcast for 2022, Gráinne Madden discusses with Níall Fitzgerald key developments in whistleblowing and speaking-up requirements in Ireland and the UK, their implications for governance policies and procedures, and the related responsibilities of directors and senior management. Gráinne Madden discusses a range of matters including: An overview of the EU Whistleblowing Directive due to be transposed into Irish Law The UK Government’s review of whistleblowing legislation Designing effective whistleblowing and speaking-up policies and procedures Considerations for directors and senior management on receipt of a potential protected disclosure Whistleblowing and speaking-up policy considerations for SMEs The discussion with Gráinne Madden is available to view on the Chartered Accountants Ireland YouTube channel: Governance Webcast Series – Interview with Gráinne Madden on whistleblowing and speaking-up requirements. Gráinne Madden is principal in GMJ Associates, an advisory firm specialising in corporate governance, whistleblowing and speaking-up, culture and corporate social responsibility (CSR). Gráinne lectures for third level masters’ programmes and is also a training facilitator for Transparency International Ireland’s Integrity at Work Initiative, which supports organisations in developing cultures of openness and accountability.    

In this third interview in our new governance webcast series, Níall Fitzgerald discusses key corporate governance issues affecting organisations in Ireland and Northern Ireland with some members of the Chartered Accountants Ireland Ethics and Governance Committee, who share their perspectives as non-executive directors, audit and governance advisors.   The panel discuss a range of issues including: What is on the horizon for corporate governance regulatory reform How directors and business-owners are addressing sustainability Large private and listed companies and the evolving role of the audit committee Challenges and practical considerations for SMEs and family businesses Governance challenges for charities, non-profits, and sporting organisations The effect of Covid-19 on governance. The discussion with Teresa Campbell, Keith Morrow and Barrie O’Connell is available to view on the Chartered Accountants Ireland YouTube channel: Governance Webcast Series – Interview with members of the Chartered Accountants Ireland Ethics and Governance Committee.   Teresa Campbell FCA is a Director with PKF-FPM Accountants, a non-executive director, member of the Council of Chartered Accountants Ireland, and Chair of the Chartered Accountants Ireland Ethics and Governance Committee. Keith Morrow FCA is Legal Entity Rationalisation lead at NortonLifeLock, a non-executive director and member of the Chartered Accountants Ireland Ethics and Governance Committee. Barrie O’Connell FCA is a Partner, Head of Audit Markets and member of the Audit Executive Team at KPMG Ireland. He is a non-executive director, member of the Council of Chartered Accountants Ireland Council, and member of the Chartered Accountants Ireland Ethics and Governance Committee.  

In this second interview in our new governance webcast series, Ian Drennan discusses with Níall Fitzgerald, key corporate governance issues affecting compliance with company law, the role of corporate enforcement and key developments in this area and the implications for company directors. Ian Drennan discusses a range of issues including: how the Office of the Director Corporate Enforcement (soon to become the Corporate Enforcement Authority), performs its role in collaboration with other regulators and law enforcement agencies, such as the Charities Regulator, the Central Bank of Ireland and An Garda Síochána; the main sources of information for the ODCE and the common types of offences that it investigates; the role of statutory auditors in reporting indictable offences under the Companies Act 2014; individual and collective responsibility of directors, including the accountability of directors for offences committed by a company; corporate governance reform and what this means for the future of corporate enforcement in Ireland; and the unique role accountants in business and practice play in ensuring good governance. The interview with Ian Drennan is available to view on the Chartered Accountants Ireland YouTube channel: Governance Webcast Series – Interview with Ian Drennan. Ian Drennan FCCA is the Director of Corporate Enforcement at the Office of the Director of Corporate Enforcement in Ireland.  

In the first interview from our new governance webcast series, Dr Margaret Cullen and Níall Fitzgerald discuss board effectiveness, some of the issues currently impacting Irish and UK boards and how those issues can affect behaviours, and key concerns boards have in relation to their responsibilities at the beginning of 2022. Dr Cullen discusses a range of topics in this webcast, including: three competencies that are critical to board effectiveness; what senior management can do to self-manage behaviours and ensure their contributions facilitate effective decision-making; individual and collective accountability and the importance of good decision-making processes; and the governance issues that are having the greatest impact on SMEs, large private and listed companies. The interview with Dr Margaret Cullen is available to view on our YouTube channel. Dr Margaret Cullen is an experienced non-executive director, lecturer, and researcher. She is founder and principal of Think Governance Limited, a corporate governance consulting firm.