Effective dialogue between stakeholders enables informed and evidence-based policy-making. The Platform for Tax Good Governance was established in 2013 to bring together non-government and government stakeholders to tackle issues arising in the field of taxation, such as cross-border taxation, aggressive tax planning, double taxation, and double non-taxation. The Commission has decided to establish a new expert group to continue the work of the Platform for Tax Good Governance.

As 2024’s global elections shape business, corporate governance professionals must anticipate changes to compliance and ESG regulations, says Dan Byrne We are in full election mode in 2024. About 50 countries – representing around half of the world’s population – are expected to hold elections this year. Indonesia went to the polls in February, and Mexico, South Africa and India have just finished. The European Union cast votes for bloc-wide representatives on 7 June, and the United Kingdom will follow with a general election in July. Then there’s the small matter of the US Presidential Election in November, rounding off a truly remarkable year for democracy. Corporate governance and elections It’s crucial to recognise that this year’s elections will shape the leadership landscape for the rest of the decade and significantly impact corporate leaders, who will be observing them with keen interest. So, what should corporate governance professionals watch for in these elections? The intensity of regulations It’s the defining question of this corporate generation: how many rules will come down from elected officials? Before going any further, we should acknowledge that the volume of government regulations worldwide has generally increased, meaning more responsibility for directors and more robust penalties for getting it wrong. That said, regulations are broad, and there will always be political tug-of-war over how much control should be placed on businesses. Take the UK, for example. The current Conservative government promised to strengthen the country’s corporate reporting system, but in November 2023, it rolled back many of these proposals amid fears that Britain’s competitiveness would be harmed. Corporate leaders should watch prominent politicians to see how they plan to strike this careful balance between integrity and competitiveness. For many boards, it’s not about whether regulations will strengthen; it’s about the pace of that strengthening. A fiscally conservative government, less prone to market intervention, could easily slow the pace, perhaps prompting a rethink of strategy. ESG Beyond any doubt, these global elections will have a significant impact in shaping the future focus on ESG. There are two main reasons for this: The EU has seized on ESG over the last decade, if not in name, then in principle. Efforts to reach net zero, advance diversity initiatives and enhance reporting requirements through CSRD have dominated the bloc’s political agenda. The sheer scale of ESG-related initiatives means these trends will likely continue no matter what the next European Parliament looks like. That said, the political climate in Europe is changing. Corporate leaders should watch to see how pushback against reporting requirements and net-zero transitions, as well as hot-topic issues like immigration, will translate into votes. Will it mean more seats won by parties on the right or by those with other vested interests such as protecting agriculture? If so, the pro-ESG agenda may suffer from greater political pressure, hampering things like directive adoption and implementation, potentially meaning your corporate strategy might need to change or rewind in the short term. Make or break in the US The United States has become an ESG battleground – a distant landscape from the EU. In the US, politicians fight over its very existence rather than its pace of implementation. Critics of ESG in the US claim it harms investors’ returns and infringes on their free market rights. In some states, laws have already been enacted to prevent ESG investing where possible. The composition of the next US Congress and the person in the White House will ultimately decide whether the anti-ESG movement will take hold on a national level. If it does happen, US companies will then be in a different environment, and their corporate strategies will have to reflect that.  Will your company continue to incorporate ESG? If yes, will you be public with it or approach it under a different name to avoid politics? These questions have been raised before in the US; we just need to wait and see what kind of political landscape is forming around them. What will the changes be? For corporate leaders, the strength and pace of regulations regarding governance and ESG are the things to watch. The 2020s are proving highly polarised politically, and big changes in government will likely mean your strategies will see a change on the ground in some shape or form. Your job is to be clear on what that change will be, and how your organisation will manage and capitalise. Remember, though, that regulations are just one part of the story. And your company still needs to stay in touch with shareholder, consumer and community moods. It’s a hard game, but a rewarding one if you get it right. Dan Byrne is a writer with the Corporate Governance Institute

From the Institute's  Professional Accounting team : Introduction On 15 March 2024, the Irish Department of Enterprise, Trade and Employment (DETE ) published the General Scheme of Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 (“General Scheme”) to make amendments to Companies Act 2014 (CA 2014).Please click here for the press release on the General Scheme. Click here for the text of the publication and the regulatory impact analysis of the General Scheme. Readers may recall that DETE conducted a public consultation on proposals to enhance the CA 2014 (“Consultation”) last year. The Institute responded to that consultation and you can click here to see the response. The General Scheme is wide ranging, and we set out below some of the proposed provisions which if enacted may be of interest to members. Please also refer to the Corporate Enforcement Authority’s press release and accompanying note dated 15 March 2024 which provides detailed information on proposed enhancements to the CEA’s powers and some proposed new offences. Electronic meetings There are proposals to put electronic participation in meetings on a permanent statutory footing and to include provisions for notices, quorum and proceedings and virtual voting at such meetings. Readers may recall that in December 2023 these provisions which were introduced during the pandemic were temporarily extended to 31 December 2024. Audit exemption A change to the rules regarding the loss of audit exemption for companies which fail to file their annual return on time is proposed. It is proposed that if a small company fails to file its annual return with the Companies Registration Office for a second or subsequent time within a period of 5 consecutive years, then the company will lose its ability to claim audit exemption. The current legal position is that the exemption is lost after one failure to file. This proposal is welcomed by the Institute which has lobbied for some time for the change. The Institute recognises the importance of companies complying with legal obligations as regards the publication of financial information. However, it considers that the loss of audit exemption for two years for a late filing to be an overly punitive sanction. Provisions relating to receivers Some changes relating to receivers are proposed. New provisions are proposed requiring the provision of further information on Form E8 which is filed upon the receiver’s appointment. The further information includes details of nature of assets, date and nature of appointment, information regarding future trading where practicable, and other prescribed information. Also, it is proposed that the time limits for filing the receiver’s abstract (Form E9) upon cessation of acting as receiver and notice of cessation of receiver (Form E11) will now be 7 days. Provisions concerning entitlement to remuneration of receivers are proposed in line with existing provisions in the CA 2014 concerning entitlement of liquidators to remuneration. Members, creditors, and prescribed persons can request information regarding receivers’ terms and fees, and requests must be dealt with within 7 days. It is proposed to extend the existing power of the court to fix remuneration of a receiver. Matters to be taken into account for receivers under these proposals include time spent, complexity of the case, exceptional responsibility on receiver, effectiveness of receiver, value, and nature of the property. This mirrors existing provisions for remuneration for liquidators in the CA 2014. DETE had suggested in the Consultation last year that there is merit in amending the CA 2014 to provide that receivers are subject to minimum qualifications along the lines of the qualification requirements for liquidators as set out in the CA 2014. However, there are no such proposals in the General Scheme. Provisions relating to SCARP The provisions relating to SCARP are largely technical amendments and corrections of the Companies (Rescue Process for Small and Micro Companies) Act 2021. Much of the amendment is also to make provision to give notifications “in prescribed form” to the Registrar of Companies and court.  An amendment to the section on the process adviser’s (PA) remuneration costs and expenses proposes that the court can ask the PA for a written report where the PA did not make use of the services of the staff and facilities of the company to which they were appointed where the court is considering any matter relating to the PA’s costs, expenses, and remuneration. Winding up Most of the amendments are to make provision to give notifications “in prescribed form” to the Registrar of Companies. The only proposal of note is an amendment to the section of the CA 2014 which imposes an obligation on a liquidator to apply to the Court for the restriction of a director or directors of an insolvent company. The liquidator may be relieved of this obligation by the CEA. The proposed amendment is to make explicit that the obligation on liquidators endures all the way through to the end, which includes to the end of all appeals proceedings against restriction orders. Strike off and restoration Three new grounds for involuntary strike off are proposed, failure to notify of a change in registered office, no current company secretary recorded and failure to deliver beneficial ownership information. There are some consequential amendments proposed on foot of the three new proposed strike off grounds. These three new proposed grounds will not give rise to disqualification of the directors and the new proposals include the steps to be taken to avert continuation of the strike off under the three new grounds. Provisions relating to the Corporate Enforcement Authority Changes include for example mechanisms for the CEA to receive details of restriction and disqualification orders and reliefs to restricted persons more quickly than at present. An amendment is proposed to section 393 of the CA 2014. This section requires an auditor to notify the CEA if during the course of an audit the auditor comes into possession of information leading them to form the opinion that there are reasonable grounds to believe a category 1 or 2 offence under the CA 2014 has been committed. The amendment requires the auditor to furnish the CEA with copy books and documents or extracts (the current provisions require grant of access to books and documents) and a signed assurance from the audit partner that they are exact copies. New offences of obstruction and intimidation are proposed. Please see the CEA press statement issued 15 March 2024 and accompanying note for a fuller summary of the proposals of the General Scheme which relate to the CEA. Provisions relating to IAASA It is proposed that IAASA will have power to issue an interim notice imposing restrictions on a statutory auditor that a possible relevant contravention has been committed and that it is appropriate in the public interest to do so .Relevant contraventions could be but are not limited to failure to obtain sufficient evidence to support an issued audited opinion, repeated significant deficiencies in standards of audit work or significant breach(es) of independence or ethics rules. IAASA will invite and consider submissions received from the restricted person and will within 21 days either confirm vary or revoke the interim notice. The restrictions remain in place until the investigation is complete. An interim notice will be reviewed every 6 months or a shorter period and automatically expires after 18 months unless a further interim notice is issued. IAASA will be required to make regulations regarding procedures to be followed under this proposal. Other Other miscellaneous proposals which might be of interest is a section whereby a company can provide voluntary information in its annual return on gender balance of its board of directors. The information would be collected for statistical purposes only. There are also proposals for multi located execution of documents and a proposed amendment so that weekends and public holidays are excluded from the time counted towards the minimum 48 hour notice required to appoint proxies. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.  

The Institute features in the Irish Government’s Finance strategy to further establish Ireland as the recognised global location of choice for international financial services. The 2024 Action Plan, published last Friday, 8 March 2024, details various key measures to realise this ambition, in collaboration with public and private sector stakeholders. Contributing to the development of the plan the Institute, as a stakeholder, highlighted our focus on developing skills and awareness across all key pillars of sustainable finance, including governance, reporting, assurance, and regulation. Commenting, Head of Ethics and Governance, Níall Fitzgerald referred to a range of activities the Institute is also engaged in that further supports the plan’s objectives including advocacy (e.g. consultations and representations to regulators and standard setters), member engagement, and external collaborations such as Chapter Zero Ireland, Accounting 4 Sustainability and Chartered Accountants Worldwide. A copy of the Institute’s submission is available here

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.

This week, 6-10 November 2023, is Charity Trustees’ Week, an opportunity to acknowledge the contribution of volunteer trustees and celebrate their valuable work in the governance and leadership of charities.   We wish to acknowledge the enormous contribution of Institute members, many of whom contribute to the charity sector as managers, employees, trustees, auditors, professional advisors, volunteers, regulators and, of course, as donors.  On 16 November, Chartered Accountants House hosted the awards ceremony for the annual Good Governance Awards for non-profit organisations. We are delighted to again partner with Carmichael for this important initiative that recognises and encourages good governance practice by charities and other non-profits in Ireland. All entrants receive feedback from a small army of volunteers, including 76 experienced and expert assessors and judges, and eight accountancy firms. Over 200 people registered to attend the awards ceremony.  Opening the event, Deputy President of Chartered Accountants Ireland, Barry Doyle said “The charity and non-profit sector is of huge benefit to our whole society. It provides services to the vulnerable, fills a social need, and progresses sports, arts and recreation initiatives across the country. Many within it couldn’t function without donations from the public. By championing accountability, good governance, and transparency, the sector can ensure that public funding as well as charitable donations remain forthcoming.” Commenting on the awards, Níall Fitzgerald, Head of Ethics and Governance, Chartered Accountants Ireland, and an awards judge, observed: “The quality of governance and reporting remains high, and there is evidence that entrants are implementing feedback received from the awards in earlier years. There are often narrow margins between winners and runner ups. In these situations, the winner often gains an edge through a combination of clear and concise storytelling that demonstrates the impact of the organisation and the challenges it faces, transparent disclosure of the organisation’s approach to risk management and how this is aligned with its vision, mission and values.” Consistent with last year, the higher-scoring entrants are reporting beyond minimum requirements on issues like diversity, equity and inclusion, and also acknowledging the social and environmental impact of their work on beneficiaries, and society as a whole, for example aligning activities with the UN Sustainable Development Goals, or providing some insight on the organisation’s carbon footprint.” Well done to the organisations that demonstrated their commitment to good governance by entering this year’s awards, and congratulations to this year’s winners: Category  Winner  Organisations with annual turnover < €100,000  NiteLine  Organisations with annual turnover €100,000 – €250,000  Kilkenny Volunteer Centre  Organisations with annual turnover €250,000 – €750,000  Spraoi agus Spórt  Organisations with annual turnover €750,000 – €2.5 million  Leave No Trace Ireland  Organisations with annual turnover €2.5 million – €10 million  Barretstown  Organisations with annual turnover €10 million – €50 million  Jigsaw, the National Centre for Youth Mental Health  Organisations with annual turnover > €50 million  Trócaire See more governance news on the Governance Resource Centre

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 fifth annual Good Governance Awards concluded on 19 November 2020 with the announcement of the winners of the annual report awards across six categories. These categories are based on turnover including a new category this year for very small non-profits with an annual turnover of less than €50,000. One of the main aims of the Governance Awards is to improve the overall standard of annual reporting in the charity and non-profit sector and to provide specific feedback to all entrants alongside guidance on how to improve their annual reports, including their financial statements and disclosures.   Each of the annual reports goes through a very rigorous assessment but underpinning the many assessments and checklists there are some key elements or features which are essential in the eyes of the assessors and judges. In the spirit of improving standards, we have compiled a summary of the top ten judges’ recommendations arising from their assessment of this year’s shortlisted annual reports. We have also included the top ten comments from our assessors in relation to annual reports that were not shortlisted. Top ten judges’ recommendations Ensure the annual report tells a story, in a way which is easy to follow and easy to navigate. Make the link between the charity’s purpose, objectives, and expenditure apparent throughout the report. Focus on clarity and conciseness. The length of some annual reports raised questions concerning the additional value being added with very detailed accounts of activity. Use metrics and key performance indicators (KPIs) to describe achievements. Provide context by disclosing the targets against which KPIs are measured and, where applicable, disclose the prior year’s KPIs. Including a trend analysis of KPI performance over, say, a three-to-five-year period, was highlighted by the judges as good practice. Report on the organisation’s governance structures and processes and describe how adherence to good governance is embedded throughout the board and the organisation. This should include disclosing board members tenure and the approach to board succession planning. Avoid generic risk reporting and emphasise the key and specific risks the organisation faces, how these are being managed and expand into detail on what the board consider to be the current fundamental areas of risk. Include a clear explanation of what reserves are held by the organisation, including an indication of whether these are high, low or within expectations of the board. Material movements between reserves should be explained. Provide clear explanation for a deficit, if it arises, including whether this position is likely to persist and what actions or measures are being taken to address the underlying cause(s). For charities and other non-profits organisations that work with vulnerable adults and children, ensure that safeguarding (measures to protect the health, well-being and human rights of individuals, which allow people to live free from abuse, harm and neglect) is addressed in the annual report.There were some excellent disclosures on safeguarding included in some of the shortlisted organisations this year. Disclose how the charity or non-profit organisation is addressing matters relating to sustainability, cyber security, data protection, diversity and inclusion. These matters are of increasing interest to the readers of these reports. Top ten assessor comments on annual reports that were not shortlisted Ensure that there is a link between the non-financial narrative and the financial statements in the annual report. They should not read as two standalone documents. Review the report for consistency. There were notable instances where the financial statements reported a deficit but there is either no mention of this in the narrative of the annual report or a deficit of a different magnitude is referred to in the narrative. Some reports included a very upbeat and positive narrative describing the organisation’s many achievements, with little or no mention of the challenges, but the financial statements presented a different story. Ensure basic governance disclosures are included, such as providing an explanation of the operation of committees and the recruitment, induction and qualifications of board members and their tenure on the board. In addition to describing the organisation’s activities, describe the key risks and challenges faced by the organisation during the financial period. Disclose the organisation’s mission, vision and values and link these with disclosure of the organisations objectives for the financial period, key performance indicators, etc. Ensure the annual report includes transparency in relation to the various sources of funding accessed by the organisation during the financial period. Ensure the income and expenditure account, or statement of financial activities (for those apply the Charities SORP (FRS 102)) is presented showing restricted and unrestricted funds separately. Review, before submission, the financial statement disclosures to ensure they are complete (required disclosures are included), consistent with the information presented in the financial statements and elsewhere in the annual report and provide any additional information necessary to assist the readers understanding of the organisations successes and challenges faced during the financial period. Prepare an annual report that includes both the non-financial narrative and the financial statements to facilitate readers getting a better understanding of the financial position and key drivers for financial performance. Opt-out of the right to prepare financial statements in accordance with Section 1A of FRS 102 or to file abridged or abbreviated financial statements. This is sub-standard to good governance practice for charities and non-profit organisations reliant on government grants, fundraising from the public or other sources of charitable or voluntary donations (e.g. philanthropy or people volunteering their time to help others). We hope that the above observations and feedback comments will help in improving the standard of annual reports, including financial statements next year. Diarmaid Ó Corrbuí, CEO Carmichael. Email diarmaid@carmichaelireland.ie