[This article was originally published in the December 2017 issue of Accountancy Ireland and can be found in PDF form in the Accountancy Ireland archive. Judith Wylie, author, is also a member of the Chartered Accountants Ireland Expert Working Group on Sustainability]  Chartered Accountants can add significant value to an organisation’s CSR activity. In this article, we explain how with examples from NI Water.Corporate social responsibility (CSR) has escalated up the policy agenda in Ireland in recent months with the enactment of the European Union (Disclosure of Non-Financial and Diversity Information by Certain Large Undertakings and Groups) Regulations 2017. This regulation requires large public interest entities and certain organisations with over 500 employees to include a non-financial statement in the director’s report and a diversity report in the corporate governance statements for financial years starting on or after 1 August 2017.Irrespective of the new regulations, the Irish Government has, for a number of years, seen CSR and other non-financial disclosures as an opportunity to support its objective of “building a strong economy and delivering a fair society so that businesses and communities thrive throughout Ireland”. The Government has stated that it wants “Ireland to be recognised as a centre of excellence for responsible and sustainable business practices”. To this end, the Tánaiste and Minister for Enterprise and Innovation, Frances Fitzgerald T.D., launched Towards Responsible Business: Ireland’s Second National Plan on Corporate Social Responsibility 2017-2020 in June 2017. This plan follows the first National Plan on CSR (2014-2016) in which the Government first indicated its support for CSR activity and reporting.The National Plan is not mandatory and hence, for the majority of businesses in Ireland, CSR activity and reporting are voluntary and supported though several business initiatives including the Business Working Responsibility Mark from Business in the Community Ireland, Chambers Ireland’s Annual CSR Awards and the government-sponsored CSR stakeholder forum. The CSR stakeholder forum has an online CSR tool for SMEs and it hosts a CSR hub that enables companies to disseminate best practice. Do Chartered Accountants need to know about CSR?We would argue that they do, particularly in light of the recent shift in EU regulation towards mandatory disclosure of non-financial information in the annual reports of large undertakings and groups. Moreover, ISA (UK and Ireland) 700 applies to all audits. Under ISA 700, auditors have to read all financial and non-financial information in the annual report of any undertaking being audited to identify material inconsistencies with the financial statements. In addition, they have to identify information in the annual report that is apparently materially incorrect, or materially inconsistent, with knowledge acquired by the audit team in the course of performing their audit. Therefore, if they discover that the CSR disclosures in the annual report do not reflect CSR activities as identified during the course of their audit, they need to consider this when drafting their audit report.CSR is considered to be intrinsically linked with value creation. Chartered Accountants acting in an assurance role or in an advisory capacity must therefore have an appreciation of CSR and its virtues and to advise companies on developing a CSR strategy as well as best practice for reporting on CSR activities. The same is true for Chartered Accountants working in business. They need to be able to assist the board in its decision-making in respect of CSR. Furthermore, some professional services firms specialise in providing CSR assurance in addition to the statutory audit report. Indeed, two thirds of the world’s largest companies provide assurance over their CSR information.This article aims to highlight the importance of CSR and CSR reporting for Chartered Accountants. We also aim to provide a brief summary of the breadth of CSR activities implemented by a company we consider to be a trailblazer for CSR strategy – Northern Ireland (NI) Water. Our scrutiny of this company forms part of a wider research project that investigates the CSR communication strategies of Irish companies. Our research involved analysing the CSR disclosures on its website, annual reports and Twitter feed followed by interviews with a number of key staff throughout the organisation, including Chartered Accountants. The ripple effectIn the words of UN Secretary, Ban Ki-moon in 2016, “Water is central to human survival, the environment and the economy… the basic provision of adequate water, sanitation and hygiene services at home, at school and in the workplace enables a robust economy by contributing to a healthy and productive population and workforce”. NI Water is one of Northern Ireland’s largest companies and is responsible for delivering clean, safe drinking water and taking away wastewater, which it treats before returning it to the environment. Given the nature of its main commodity, it is no surprise that NI Water can be hailed as a beacon for good CSR practice and the hope is that the activities identified in this article will have a ripple effect and inform CSR strategies in other companies.A strategic imperativeNI Water’s CSR strategy is evident at all levels of its business, from being part of the company’s strategic vision to being encouraged at operational level. In commenting on CSR in NI Water, Head of Corporate Governance and Risk, George Ong FCA, stated that CSR is “the lifeblood of the organisation, it is part of everything we do”. NI Water has a dedicated CSR committee comprised of key staff from across the organisation. The CSR committee adopts a proactive and reactive approach to the development of the organisation’s CSR strategy. For example, when NI Water created its long-term strategy (2015-2040), it did so after extensive engagement with customers and other key stakeholders. The strategy includes a vision “to be a valued and trusted provider of one of Northern Ireland’s most essential services; an organisation our customers and staff are proud of”. The strategy outlines eight strategic priorities that support the company’s achievement of their vision, four of which are CSR objectives and relate to social, environmental, ethical and philanthropic issues.NI Water has a formal system in place to record, measure, monitor and report on its CSR activity. A quarterly CSR report is prepared, which identifies each CSR activity’s overall objective, aim and progress during the quarter along with any supporting evidence on the impact or outcome of the activity. The CSR committee meets quarterly and includes representatives from the executive committee. The committee is tasked with ensuring that CSR is integrated into NI Water’s operations, processes and core business strategy. Examples of the breadth of CSR activity within NI Water are outlined under the CSR committees’ three reporting streams.Environment: NI Water is aware that many of its impounding reservoirs are located in areas of outstanding natural beauty. The company is sensitive to visual pollution and takes design steps to minimise the impact that infrastructure can have on beauty spots. The company also adopts a multi-agency approach to sustainable land management. For example, it recently collaborated with Irish Water, the Agri-Food and Biosciences Institute (AFBI), Ulster University, The Rivers Trust and East Border Region to apply for €40.2 million of EU Interreg funding for cross-border projects. The projects involve engagement with local communities to increase awareness of the importance of protecting drinking water supplies; piloting best practice forestry measures; restoring peatland on riverside stretches formerly used for forestry and introducing a land incentive scheme to reduce the entry of contaminants such as pesticides and sediments into watercourses. NI Water is also engaged in a number of renewable energy programmes including solar installations, and it utilises intensive treatment solutions that require less energy. One such solution called an integrated constructed wetland resulted in a 100% reduction in electricity usage in comparison to the former wastewater treatment process. The company has also committed to reducing carbon emissions and is working with other water companies through Water UK to help develop a common accounting methodology that will allow for the more robust reporting of carbon emissions.Colleagues: NI Water has a policy of supporting health and well-being activities for their staff. The cornerstone project is a volunteering programme called Cares Challenge, under which employees are encouraged to undertake volunteering activities during working hours to help benefit the greater community with key staff, including the Chief Executive, Sara Venning, getting involved. The company estimates that NI Water employees contribute over 1,000 volunteering hours per annum to a wide range of projects from painting, decorating and gardening for local community groups and charitable organisations to nature and wildlife projects such as creating pathways in the Mourne Mountains and helping protect wildlife on Rathlin Island.Community: NI Water has several initiatives aimed at educating the public about how they can help keep water clean and safe, including resourcing NI Water educational centres and getting involved in numerous community talks and events. The most successful initiative under this scheme is probably the famous Waterbus. The Waterbus visits over 19,000 pupils in primary schools each year. It provides interactive activities to engage and educate pupils on the importance of the water cycle, and its resources are designed to link with the national curriculum. NI Water’s philanthropic activities extend beyond engaging with local communities and include corporate support for the global charity, WaterAid, whose aim is to create a world where everyone everywhere has safe water, sanitation and hygiene. Fundraising and the promotion of this charity by NI Water within Northern Ireland generates around £75,000 for WaterAid per year. ConclusionsThe example provided by NI Water shows how important a formal approach to managing and reporting on CSR activities has become. Although the focus to date has been on public listed companies and large companies, the fact that the CSR stakeholder forum commissioned an online CSR toolkit for SMEs is indicative of policymakers’ belief that SMEs need to formally recognise that their responsibilities extend beyond the internal business and that the formal recognition of CSR activities has its benefits.Most SMEs undertake CSR activities on an ad hoc basis – for example, providing sponsorship to a local sporting team, encouraging staff to save on electricity or engaging in fundraising activities for charity. Chartered Accountants will increasingly have an important role to play here in advising how these activities can be effectively captured and reported on, in order to integrate them into a value-creating business strategy.Judith Wylie is a lecturer of Accounting at Ulster University. Anne Marie Ward is Professor of Accounting at Ulster University.

  The Prince’s Accounting for Sustainability Project (A4S) are providing free content to support organisations in understanding the role of finance in creating resilient business models and a sustainable economy.  A4S AcademyApply for the A4S Academy 12-month core programme (for senior finance professionals) to gain the knowledge and skills needed to embed sustainability into your organization’s decision-making process.For more information on the Academy and how to register, click here. Webinar programmeBenefit from bite-size learning sessions through the A4S webinar programme (open to all). The interactive webinars will explore topics looking at the role finance professionals can play in creating resilient business models, with insights from leading businesses.For more information and how to register, click here. Podcast seriesListen to the Financing our Future podcast series featuring interviews and discussions with leading figures in finance from organizations across the globe. For more information on the series and how to download, click here. Chartered Accountants Ireland is a member organisation of the A4S Accounting Bodies Network. In February 2020 Institute CEO Barry Demspey signed a global pledge, led by A4S, along with 13 other professional accounting organisations to combat climate change. A4S is Prince Charles’ Accounting for Sustainability Project and was established in 2004 with the aim of promoting sustainable decision-making in business.   

Níall Fitzgerald explains how boards can use the current crisis to take stock and, where appropriate, reflect new priorities.While the COVID-19 crisis continues, organisations are preparing for the uncertainty ahead. This process presents an opportunity for organisations to rethink their priorities, how they deploy resources, and the way they do things.In the months ahead, boards will face new challenges that can give rise to major concerns. This article examines some of those challenges, the responsibility of boards in facing them, and questions board members can ask to help focus on what is important.Going concernIrish and UK company law requires directors to act in the best interests of the company, which includes promoting its success and ensuring that it continues as a going concern. Past corporate collapses have revealed instances where directors failed in this duty. Failures attributed to directors include having unquestioning optimism rather than a challenging mindset and succumbing to groupthink.Given the current uncertainty, threats to going concern are more likely to feature higher on the risk register in many organisations. Oversight is a key role of the board, and this requires directors to have a questioning mindset, apply their skills, experience and knowledge to challenge management appropriately on their judgements, and ensure that they have sufficient evidence to support those judgements. Having a range of skills, experience and knowledge (in addition to diversity in other forms) on a board will help ensure that a range of perspectives and practicalities are considered. Basic good governance practices such as reviewing meeting papers in advance, arriving to meetings prepared, and an effective chair who allows sufficient time for discussion will make a big difference to the quality of the decisions or actions arising.In June 2020, the Financial Reporting Council (FRC) published COVID-19 – Going Concern, Risk and Viability: Reporting in Times of Uncertainty. The paper highlights how challenges that would normally relate to building resilience and flexibility (e.g. sourcing short-term cash resources) have pivoted as a result of the pandemic to threats relating to survival and, therefore, going concern.Other examples of current threats and challenges to going concern include:further restrictions that limit the return to normal operations;restrictions placed on government (or other) capital;timing and continuation of government schemes and support packages;short-term impacts of pricing changes to revenue and expenses; andimpacts on human capital.An Institute article titled Going Concern Considerations for Members Preparing or Auditing Financial Statements in the Context of COVID-19 is available on the COVID-19 Hub on Chartered Accountants Ireland’s website.Social responsibility, and public and employee welfareDirectors have a duty under company law to have regard to the interests of employees and will therefore be involved in making important decisions in relation to workforce policies and practices. In addition, corporate governance codes (e.g. the UK Corporate Governance Code) and sustainability frameworks (e.g. an environmental, social and governance (ESG) framework) highlight how a board’s consideration of all stakeholder interests, including societal impact, is important to ensure the organisation’s long-term success.The COVID-19 crisis forced many organisations to rapidly transform the way they work. In many cases, anticipated obstacles to business continuity either did not arise or were overcome with adjustments to how work and people are managed, as well as investment in ICT infrastructure, connectivity and cybersecurity. In April 2020, The UK’s Office for National Statistics (ONS) released statistics revealing that 49% of adults in employment were working from home. In May 2020, an Irish survey of remote working during the COVID-19 crisis by the Whittaker Institute at National University Ireland Galway and the Western Development Commission revealed that 51% of respondents never worked remotely before the COVID-19 crisis. Of these, 78% would like to continue to work remotely.As public health restrictions are lifted, boards – or board chairs, at least – should engage with CEOs and executive management to support the restoration of operations and plan the safe return to the workplace of employees, suppliers and customers. Executive management and boards should be aware of, and follow, national and local government protocols issued on returning to the workplace.No plan survives the battlefield, so expect adjustments along the way. Updating the board and seeking direction at every turn is not practical, however. It might, therefore, be wise to establish an oversight working party with regular executive engagement and delegated responsibility for overseeing the implementation of plans to restore operations. Decision-making authority should be clearly defined to ensure issues are, where appropriate, referred to the board for a decision. As boards plan for the return to the workplace, directors should consider the following:what work can be done remotely?do certain internal policies need to be rewritten to support new or future ways of working?are there opportunities for automation or digitalisation?what impact could remote working have on organisational culture, and what changes are necessary to align it with the organisation’s mission, vision and values?Boards also have an opportunity to consider how their organisations can have a greater positive social impact. During the crisis, some organisations went further with social responsibility by redirecting their resources to provide support, services and products to the fight against COVID-19. Charities and other not-for-profit organisations excelled in meeting the social needs of many vulnerable people affected by the crisis. Many organisations incentivised staff to get involved in volunteerism to help with, or raise funds for, good causes. In fact, organisations such as Volunteer Ireland and the Royal Voluntary Service reported a surge in registrations, resulting in a surplus of volunteers.Sustainable ‘reset’An important principle set out in the UK Corporate Governance Code is for a board “to promote the long-term sustainable success of the company”. This involves considering how the organisation generates and preserves value, and contributes to wider society over the long-term. It also involves considering the sustainability of the business model – weighing up resilience with efficiency to achieve long-term success. In times of uncertainty, some efficiencies may be sacrificed to achieve resilience. A board’s macro perspective can make a significant contribution in helping the organisation achieve a balance between these two factors.As part of pre-recovery planning, many organisations will engage in horizon scanning to anticipate changes, sources of uncertainty, and future threats and opportunities. While the effect of the COVID-19 crisis on operations may dominate risk perception, organisations also have a unique opportunity to consider how they can rebuild better, greener, and for a more resilient, sustainable world. Boards are well-positioned to lead and encourage innovation on how organisations can adapt to expectations of sustainability from key stakeholders such as investors, customers and regulators. These expectations are apparent in changing social behaviour (e.g. support for global climate protests), investor conditions (e.g. ESG goals or investors’ adoption of Principles for Responsible Investment), and regulator mandates (e.g. the development of standards for ESG disclosures for financial market participants, advisers and products).The 17 UN Sustainable Development Goals (SDGs) provide a blueprint that can be used to define an organisation’s sustainability objectives. The World Economic Forum refer to this opportunity as the ‘great reset’. We all have a vested interest in averting further global crises. When boards are resetting their agenda to focus on new priorities, sustainability must be a key consideration in more ways than one.ConclusionOrganisations can expect further challenges in the months ahead. This is not ‘business as usual’ and boards are adapting as the situation unfolds. Whether an organisation is struggling or thriving in the uncertainty, key priorities for any pre-recovery strategy must include going concern, social responsibility, employee and public welfare, and sustainability.Níall Fitzgerald FCA is Head of Ethics and Governance at Chartered Accountants Ireland.

Gender equality is something many organisations speak about, but gender pay gap reporting will be the first real test of the effectiveness of those policies, writes Sonya Boyce.2020 has certainly been an interesting and unprecedented year for us all. We entered the new year in a position of relative economic prosperity with strong economic growth. Ireland was enjoying the lowest unemployment numbers in recent years, and gender balance was evident in many areas of the labour market. This was all threatened by the uncertainty, upheaval and challenges brought to our lives in March as the State sought to minimise the impact of COVID-19 on society.It is therefore welcome that the programme for our new Government, which was published in June 2020, contains a clear and renewed commitment to legislating for the mandatory reporting and publication of the gender pay gap for companies. This requirement is long overdue in Ireland and one our previous government failed to enact legislation for – notwithstanding the advancements in drafting the legislation.A quick recapThe gender pay gap is defined as the difference between what is earned on average by women and men based on the average gross hourly earnings of all paid employees – not just men and women doing the same job or with the same experience or working patterns. Gender pay gap reporting isn’t just about equal pay; it is part of a broader initiative to address female participation and employment gaps between genders. Gender pay gap reporting is seen as the first step in addressing parity in the employment market in terms of gender, particularly at the management level.The previous government’s Gender Pay Information Bill 2018 aimed to introduce mandatory gender pay gap reporting for public and private sector organisations in Ireland. This Bill was very much in line with similar legislation already introduced across several European countries, including Germany, France and Spain. Such legislative developments arose in response to the fact that women in the EU are currently paid, on average, over 16% less per hour than men. In Ireland, the average gender pay gap is 13.9% and COVID-19 stands to have a disproportionate impact on women in the labour market because of the higher proportion of women working in specific sectors of our economy, such as retail and hospitality. It is therefore vital that we maintain momentum in our efforts to introduce mandatory reporting for organisations and continue to focus on closing the gender pay gap.The path aheadIt is hoped that the introduction of gender pay gap reporting will provide organisations with an incentive to develop more focused strategies and initiatives to foster greater representation in their workforce – not only from a gender perspective but across the broader spectrum of diversity and inclusion.While there have been significant strides in gender equality, this has yet to become apparent at the senior levels of many organisations. To address this issue, organisations must review and assess their gender pay gap statistics regularly. Gender equality is something many organisations speak about and write policies on, but gender pay gap reporting will be the first real test of the effectiveness of those policies.ConclusionDiversity, equality and inclusion have a positive impact on organisations’ bottom line. Gender pay gap reporting provides a tangible metric that management can rely on to ensure women are paid fairly, are being considered for promotion, and are being promoted and attaining senior-level management positions.All organisations must commit to transparency around pay and progression for all employees. We urge our newly formed Government to introduce mandatory gender pay gap reporting without delay to ensure gender parity and fairness for all.Sonya Boyce is Director of Human Resources Consulting at Mazars Ireland.

Gemma Donnelly-Cox, Mary-Lee Rhodes, Benn Hogan and Mary Lawlor make the business case for corporate human rights reporting and outline critical issues for businesses to consider. Businesses can impact human rights in every context in which they operate. These impacts can be positive: delivering employment, infrastructure and furthering development. They can also be negative, bringing risks, including forced and child labour, pollution and corruption. Since 1 January 2017, all companies in Ireland to which the Non-Financial Reporting Directive (NFRD) applies have been required to disclose information relating to respect for human rights, including human rights risks and due diligence processes. Over the same period, there has been an increased interest among investment managers, most notably in Europe, in the human rights performance of companies. Furthermore, mandatory human rights due diligence is coming down the tracks. On 29 April, the European Commissioner for Justice, Didier Reynders, announced his intention to bring forward a legislative proposal in 2021 on mandatory human rights and environmental due diligence. It would seem to be in the clear interest of companies to have a human rights policy and to undertake human rights reporting. Richard Karmel, Global Business and Human Rights Partner at Mazars UK, makes this case in saying (in correspondence with the authors): “Reporting on human rights isn’t a compliance area; it is about being authentic and meaningful in disclosing not only the actions that you have taken to address your greatest risk areas (salient risks) but also reporting on how you know this information. Companies shouldn’t view addressing human rights as an internal cost for external benefit; there is huge internal benefit – greater productivity, improved quality of supplies, less staff turnover and absenteeism, and the attraction of new recruits, for example. This is not a cost area, but one of investment and companies are very good at monitoring their return on investment.” However, when we looked at human rights reporting by Irish companies, we found a significant information gap. Very few of the companies we studied in Ireland include human rights performance in the policy statements or company reports they publish, including those prepared under the NFRD. This may be due in part to the limited guidance within the Directive on how companies should report on human rights, including due diligence. We consider here some of the factors driving human rights reporting, what is required in such reporting, and what it looks like when companies do it well.   The UN Guiding Principles and the Irish national plan In December 2011, the United Nations Human Rights Council unanimously adopted the Guiding Principles on Business and Human Rights (UNGPs). These principles were the first agreed statement by UN member states following 40 years of attempts to clarify the relationship between business and human rights. Embedded in the UNGPs is the three-pillar ‘Protect, Respect and Remedy Framework’, which sets out the duties of states to protect human rights, and the responsibilities of businesses to respect human rights and remedy failures. At a national level, a range of laws and ‘national action plans’ (NAPs) were created by member states seeking to embed these principles in company law and practice. Ireland’s NAP, published in 2017, recognises the need to, among other things, “encourage” companies to “develop human rights-focused policies and reporting initiatives”, “conduct appropriate human rights due diligence” and to consider a range of matters regarding access to remedy. An implementation group involving a wide range of stakeholders was established by the Department of Foreign Affairs and Trade to progress the NAP and a baseline assessment of the Irish legislative and regulatory framework was produced.   The Corporate Human Rights Benchmark and Irish company performance In 2019, the Trinity Centre for Social Innovation published Irish Business and Human Rights: Benchmarking Compliance with the UN Guiding Principles. Mark Kennedy, Managing Partner at Mazars Ireland, has described the report as “a first and important assessment of how companies are dealing with what is a vitally important business issue”. We reported on the results of our pilot study in which we applied the benchmarking methodology developed by the UK-based Corporate Human Rights Benchmark (CHRB). The CHRB conducts an annual assessment of 200 of the world’s largest publicly traded companies on a set of human rights indicators. The indicators consider:   Commitments: what commitments does a company make to respect human rights, engage with stakeholders and remedy shortcomings? Responsibility, resources, and due diligence: what steps does a company take to embed responsibility and resources for day-to-day human rights, and to establish a due diligence process that encompasses: identifying human rights risks; assessing them; taking appropriate action on the assessed risks; and tracking what happens after action by monitoring and evaluating their effectiveness? Grievance mechanisms, remedy and learning: what grievance mechanisms are established for staff and external stakeholders? How are adverse impacts remedied, and how are the lessons learned incorporated? Our report applied these indicators to analyse human rights policies and reporting in 22 Irish companies that have international operations. Our source materials for the study were the companies’ publicly available information, as listed in Figure 1. We found that, by and large, the Irish companies in our study are not reporting fully or systematically, and therefore are failing to make their human rights performance visible. No company disclosed a human rights due diligence process, and no company had a publicly reported formal commitment to remedy adverse impacts caused by it to individuals, workers or communities. Where companies are reporting, what does an ‘exemplar’ look like? Adidas AG was ranked first in the 2019 global CHRB (see corporatebenchmark.org). Bill Anderson, Vice President, Global Social and Environmental Affairs at Adidas notes (in correspondence with the authors) that excellence requires transparency about human rights failures as well as successes: “John Ruggie, the author of the UNGP, offered a simple but powerful message to business: in order to meet societal expectations, businesses must both know, and show, that they are respecting human rights. Building policies and due diligence systems on human rights is only half the journey. If a company is to be accountable for its actions and decisions, it must strive for transparency. This can start with small steps, the publication of a statement and a commitment to uphold rights and in time, lead to more dedicated reporting measures on issues and remedies. It is always easy to present the good one is doing, but much harder to account for the negative impacts a company’s operations may have on people’s lives.” Human rights reporting is here to stay While few companies in our sample of 20 Irish companies reported systematically on human rights, and despite an apparent lack of awareness among them of the UNGP, and a lack of explicit compliance, our view is that awareness of the requirement to report is slowly gaining strength in Ireland. It makes business sense to know how to report and how to address areas that indicate less than ideal human rights performance. Companies reporting under the NFRD are likely to face a shifting environment in the coming years. The European Commission is currently conducting a review of the NFRD, with a proposal expected in Q4 of this year. As mentioned above, the EU is committed to bringing forward legislation on mandatory human rights and environmental due diligence in 2021. Companies that get the basics right now by implementing policies and due diligence to prevent human rights abuses, instigating appropriate systems to remedy harms caused, and communicating their actions through non-financial reporting mechanisms will be well-placed to respond to this evolving regulatory landscape. We continue to benchmark Irish companies and in autumn 2020, will report on an expanded sample. We hope that benchmarking in Ireland will contribute to the impetus for improved corporate human rights reporting. Richard Karmel shares this view, noting that benchmarking “has an important role to play in the world of human rights reporting; after all, few companies want to be seen in the bottom quartile. Naturally, human rights benchmarks should stimulate a race to the top and ultimately encourage better treatment by business of those who are most vulnerable in our supply chains.”   Gemma Donnelly-Cox, Mary-Lee Rhodes, Benn Hogan and Mary Lawlor represent the Centre for Social Innovation at Trinity Business School.

  A4S (Accounting for Sustainability) has launched a new guide for finance professionals on Management Information. The guide has been created to support finance professionals to develop and integrate the information needed to respond to social and environmental risk and opportunity into core management information processes. Integrating environmental and social considerations into management information processes can: Capture what’s important to stakeholders Provide insight to decision makers Safeguard and enhance financial performance for the present and the future The guide sets out practical steps that finance teams can take to develop an effective management information framework, build a robust control environment and produce insightful management reporting. It also contains illustrative examples to bring the guidance to life and show the benefits to different types of companies. “We are broadening the definition of what good management information is to capture the things that are important to stakeholders. By going beyond the traditional financial metrics, we will also safeguard and enhance our financials.” Clifford Abrahams, Chief Financial Officer, ABN AMRO "This guide provides lots of practical advice and should prove an invaluable resource to anyone who wants to help their organization provide the right information at the right time to the decision makers." Roger Seabrook, Vice President, Finance, Marketing and Sustainability, Unilever A4S is Prince Charles’ Accounting for Sustainability Project and was established in 2004 with the aim of promoting sustainable decision-making in business. On February 25, 2020, Chartered Accountants Ireland today became a signatory, along with 13 other accounting bodies worldwide to a call to action on climate change issued by A4S.     

The Corporate Insolvency and Governance Act 2020 (the ‘Act’) received Royal Assent on 25 June 2020. It makes some significant changes to UK insolvency legislation and provides for new measures for companies in financial difficulty due to the economic impact of COVID-19. The Act also makes temporary changes to law relating to the governance and regulation of companies and other entities. This article highlights some of the key changes affecting corporate governance of an entity.  A summary of the key corporate governance aspects of the Act is also available here. The measures introduced in the Act were welcomed by Chartered Accountants Ireland who believe they will provide some confidence to struggling, but viable, businesses as they cope with the array of challenges presented by the Covid-19 pandemic crisis. Speed and impact were of the essence and the UK House of Commons, Department for Business, Energy and Industrial Strategy (BEIS) and the Insolvency Service must be commended on giving this emergency legislation priority. Some of the key changes affecting corporate governance are highlighted as follows: 1. Filing deadlines Missing a deadline for filing prescribed documents with Companies House automatically results in financial penalties and, in some cases, can result in criminal sanctions for the directors or the company being struck off the register of companies. However, the Act officially legislates for temporary extensions of these deadlines and enables the Secretary of State to make further extensions if necessary. The extended period for filing prescribed documents, including updates to the People with Significant Control (PSC) register in relation to beneficial ownership, must not exceed: 42* days, in a case where the existing period is 21 days or fewer, and 12* months, in a case where the existing period is 3, 6 or 9 months. Companies House website states that eligible companies do not need to apply for an extension and that they will update their filing deadline automatically. 2. Annual General Meetings (AGMs): Where companies are required to hold general meetings between 26 March 2020 and 30 September 2020*, they will have greater flexibility in how they hold such meetings, irrespective of the provisions of their company’s constitution and the Companies Act 2006. Companies that were due to hold their AGM within this period can delay it until 30 September 2020, without being in breach of Companies Act 2006 or the company’s constitution. To afford companies greater flexibility in how they hold their AGMs, while also conscious of the varying information and communication technology (ICT) capabilities, the Act includes temporary measures that: Removes obligation for meeting to be held at any particular place. Removes obligation for a quorum of those participating in the meeting to be together at the same place. Removes the right of a member/shareholder to attend in person, participate other than by voting, or to vote by particular means. Enables the meeting to be held, and any votes to be cast, by electronic means or any other means. 3. Wrongful trading: The Act temporarily suspend parts of insolvency law to support directors to continue trading through to 30 September 2020* without the threat of personal liability for wrongful trading and to protect companies from creditor action. It requires the High Court to assume that a director, in making any contribution that it is proper for a person to make, is not responsible for any worsening of the financial position of the company, or its creditors, that occurs during the period from 1 March 2020 to 30 September 2020*. It should be noted that this measure does not in any way excuse a Director from the offence of fraudulent trading (S993, Companies Act 2006) nor any other wrongdoing. Directors, whether organisation is in distress or not, are expected to exercise appropriate risk management and required to make decisions that promote the success of the company. In doing so, S172, Companies Act 2006 requires Directors to have regard to a wide range of factors including: the long-term consequence of decisions as well as the interests of the employees; the relationships with suppliers and customers; the impact of the decision on community and environment; the desirability of maintaining a reputation for high standards of business conduct; the need to act fairly as between members of the company, as well as introducing wider corporate social responsibility into a director’s decision-making process. Chartered Accountants Ireland jointly hosted a webinar on 30 June 2020 where we heard from key speakers Nick Bates (Head of corporate transparency, BEIS), Peter Swabey (Policy and Research Director, Chartered Governance Institute) and Mike Metcalf (Chair of ICAEW Company Law Panel and Partner, KPMG). The event can be viewed here. Níall Fitzgerald FCA Head of Ethics and Governance, Chartered Accountants Ireland * The Corporate Insolvency and Governance Act 2020 enables further changes to duration of certain temporary provisions to be made either by regulation or the Secretary of State.

Entries open until 11 September 2020 The Good Governance Awards recognises and encourages adherence to good governance by charities and other non-profit organisations in Ireland. The 2020 Awards are now open for entries for both the Annual Report Award and the Governance Initiative Award on www.goodgovernanceawards.ie Institute involvement The Institute are proudly supporting the awards for the third year. It is important to recognise good governance and more importantly to recognise the people that are responsible for putting it into practice. Members of our profession are held in high regard by charity and non-profit organisations and many are involved in the sector by direct employment, volunteering, accepting trustee appointments, acting as advisors, accountants, or auditors. Two Award Types Annual Reports: This award recognises annual reports that effectively tell the story of the non-profits its activities, impact, finances and demonstrates adherence to good governance practice.   Governance Improvement Initiative: This award recognises initiatives that have been taken in the last 12 months to improve the quality of the non-profit’s governance. Four great reasons to enter Open for non-profits of all sizes: There are six entry categories ranging from small (annual turnover of less than €50,000) to the very large (turnover of over €15 million).The push this year is for getting smaller non-profits involved Entries reviewed by a first class assessment and judging panel: There is a panel of over 60 assessors and judges and seven accountancy firms who bring great expertise and experience who will review each entry and provide valuable feedback and insight to assist in enhancing each submitting organisation’s governance Organisation reputation is enhanced with stakeholders: Entering the Good Governance Awards demonstrates commitment to adhering to good governance practice and transparency. It also shows willingness to be assessed and receive feedback on how governance can be enhanced Boost team morale and gain valuable PR opportunities: Being shortlisted for a Good Governance Award recognises hard work to adhere to good governance practice. Winning an award boosts credibility and increases awareness of the organisation which can help convince even more people that it is a cause worth supporting. New award category for 2020: very small non profits In this year's Good Governance Awards, there is a new entry category for very small non-profits (annual turnover less than €50,000). As an added incentive to encourage smaller non-profits to enter for the Annual Report award, thanks to the Community Foundation of Ireland, those shortlisted in this category will receive €1,000 with the overall winner receiving an additional €1,000. For more details, see www.goodgovernance.ie Institute supports and services for those involved in the Charity/Non-profit sector (‘the Sector’) The following are examples of key supports and services the Institute have in place for members: Dedicated Charities and Non-profit members group (ROI), co-chaired by Paula Nyland FCA and Tony Ward FCA – See page 50 of 2019 Annual Report) Dedicated Charities and Non-profit members group (NI), chaired by Dr Rosemary Peters Gallagher OBE – See page 23 of 2019 Ulster Society Annual Report) Concise Guide of Ethics and Governance for the charity and not-for-profit sector Northern Ireland: Notification facility for Charities/Non-profit boards seeking expressions of interest from Chartered Accountants to join their board. Click for list of contacts Procedures for Quality Audit for Charities – ROI Procedures for Quality Audit for Charities – NI Online courses relevant to Charity and non-profit sector (click and search) e.g. Auditing and Accounting for Charities – ROI Also, events run by District Societies (Western, Cork, Ulster, Mid West, North West, Leinster, London, Australia, United States) Northern Ireland:  Organise webinars on relevant topics for sector (click and search) Technical representations to standard setters, government and regulators on matters also affecting the Sector, based on inhouse technical research and expert input from members technical committees Technical Releases and Technical Alerts providing additional information on technical matters also affecting the Sector Dedicated Governance Resource Centre an Ethics Resource Centre containing updates and other resources on matters also relevant to the Sector Níall Fitzgerald - Head of Ethics and Governance      

The latest edition of EY's Renewable Energy Country Attractiveness Index (RECAI) considers the potential impact of the COVID-19 pandemic and looks at the resilience of countries in the index. It sees COVID-19 having a short to mid-term impact, but the long-term drivers for investment in renewables remain strong, making the sector a safer haven for investment.   Ireland is now 12th out of 40 countries in the latest Renewable Energy Country Attractiveness index, which ranks the top 40 countries in the world on the attractiveness of their renewable energy investment and deployment opportunities to those investing in renewable energy activity and projects. The EY report highlights how climate change and other environmental, social and governance (ESG) issues are being increasingly recognised as key determinants of a company’s future value creation potential. Institutional investors are demanding that businesses not only deliver financial performance, but also show how they make a positive contribution to society. As a result, companies are having to re-evaluate their corporate strategies to curb their emissions, enhance their governance, and improve their climate-related disclosures. This has resulted in institutional investors increasing the capital they are allocating to renewable energy infrastructure as a means to hedge their climate exposure, according to EY's analysis. As Anthony O'Rouke,  EY Ireland Government and Infrastructure Advisory Director, says: "Investors are looking for reassurance that companies understand this link between the non-financial performance of the business and the successful delivery of the business strategy.” EY anticipates a growth in Ireland’s renewable energy capacity by 30% over the next three years. This will contribute to Ireland’s efforts to reach its 70% renewable energy target by 2030 across the solar and onshore/offshore wind sectors.  Despite the global slowdown caused by COVID-19, the renewable energy sector is expected to bounce back quickly as the long-term drivers for investment remain strong, according to the 55th EY Renewable Energy Country Attractiveness Index (RECAI).  Ireland’s strong performance this year is also attributed to the significant 46% reduction in the use of coal and oil in generating power since 2015. Read the full report here: ey.com/recai

Building a culture of inclusion and belonging is now more important than ever. Rachel Power shares her insights from PwC’s experience thus far. Not that long ago, we were all clear on our plans. Our strategies were set, with events and meetings scheduled in the diversity and inclusion calendar for the year ahead. All the behaviours and operating norms we took for granted changed in what seemed like the flick of a switch. COVID-19 has led to new terms in the diversity and inclusion (D&I) world, which we would not have understood just a few months ago. The main one at the heart of PwC’s strategy is ‘inclusive distancing’ – how can we all be more inclusive while maintaining a distance that is outside the norm. Another element that is core to our current D&I work is just how little has changed. While our medium may differ, the core elements of our strategy remain the same around inclusion, wellness and flexibility and focusing on tools and training for the future. Our long-standing D&I values have helped us navigate through this crisis, and this was supported in no small part by our investment in technology.  More important than ever Several items already high on our strategic agenda have helped us navigate and transition relatively seamlessly into this new remote working world, in which building on our culture of inclusion and belonging is more important than ever. Our D&I focus was on three areas before the arrival of COVID-19, and all three ring true during this time: Nurturing an environment of inclusion and belonging; Living our values, putting wellness and flexibility at the core; and Leveraging tools and training for the future. We set these objectives before the pandemic, but they are still as relevant now as ever. Transforming our workforce and the way we work requires us to have diverse, talented people from different backgrounds; people who have different experiences and who bring innovation, creativity, and fresh perspectives. No one size fits all This new era of working remotely – or smart working, as we call it – brings challenges that can present in different ways for our diverse team. We are all different, with distinct personal circumstances, and deal with problems in unique ways. Some people are balancing work and caring for their family; others may be away from their family and friends. Some have family on the front line, relatives who have been sick, or family members who may not be well. A one-size approach certainly does not fit all. While many of us worked flexibly before the crisis, our approach to flexibility has been taken to a new level. Arrangements that worked in the past are in many cases no longer viable, as many of our people now balance many things including work. The new world of flexible working may, therefore, involve doing some work very early and then taking a couple of hours during the day for caring responsibilities or exercise, before returning to work later. It is all about balance and finding ways to make it work. Again, this comes back to having inclusive and values-based leaders and ensuring that the right conversations happen so that the solutions work for everyone. Focus on wellbeing Focusing on the wellbeing of our people, particularly to support those struggling with a diverse range of circumstances, has been at the top of our priority list at PwC. Through our Be Well, Work Well programme, we provide a variety of supports including one-to-one psychologist sessions, parenting, nutrition and fitness classes, and we continue to host regular wellbeing seminars. Communicating regularly with our people, and in different ways, has been vital. From transforming our intranet into a ‘smart hub for smart working’ to regular emails, leadership briefings and FAQs, we continue to foster a culture of inclusion. There is undoubtedly more to do as the end to this pandemic is far from sight. However, our values, strategic direction, and technology will help steer us through this and ultimately strengthen D&I throughout our firm and beyond. Rachel Power is Diversity & Inclusion Senior Manager at PwC Ireland.

Caroline Pope considers the UN’s Sustainable Development Goals and their relevance as a framework to rebuild resilient companies as the economy emerges from the COVID-19 crisis. At present, the full impact of COVID-19 on the Irish and global economy is not yet clear. However, the ability of society to work together towards a common goal has been recognised and should form part of the recovery. In 2015, the United Nations Sustainable Development Goals (UN SDGs) were adopted by all member states. Their purpose is to coordinate efforts to improve human lives, protect the environment, and ensure the sustainable development of our societies. Sustainability may not be the most obvious lens through which one should assess the abnormal events of recent months. Yet trends are emerging, which may make business leaders think more deeply about sustainability in the context of their organisations. Below, we outline three of these factors. The UN SDGs drive increased resilience. There is growing evidence that businesses that have already aligned their strategy with the UN SDGs are more resilient to an economic shock. The UN SDGs are not going away. The future business landscape is uncertain, but increasing evidence points to an operating environment that favours businesses that align with the principles of sustainability. A business strategy aligned with the UN SDGs can create value. Aligning a business strategy with the UN SDGs may seem like a daunting process, but there are well-understood methodologies that can be applied. The UN SDGs drive increased resilience  Businesses that align their core strategy with the UN SDGs (also known as ‘sustainable businesses’) take a broader, stakeholder-based view of their activities. As a result, these businesses tend to demonstrate a deeper understanding of oft-overlooked or under-valued areas of their companies, such as supply chains, and their degree of interconnectedness with society in general. This broader understanding, which is the result of UN SDG alignment, can position them to respond more rapidly to the threats that COVID-19 represents to their stakeholders. In particular, supply chains are coming under increasing pressure due to the global nature of COVID-19, combined with the increasingly international scope of business. The advice from supply chain experts such as Richard Wilding OBE, Professor of Supply Chain Strategy at Cranfield University, is to “urgently review their supply chain to find out how exposed they are… it’s still common for businesses to just deal with a central HQ of a supplier and not know what route the supplies they need are taking”. Full alignment with UN SDG 10, Reduced Inequalities, will drive businesses towards total supply chain transparency; they will know each factory where their inputs are processed and all the intermediate steps along the way. These businesses are in a much better position than those rushing to uncover their true supply chain risks amid a crisis. This seemingly serendipitous point illustrates a key feature of SDG alignment: it is consistent with well-managed operations. Alignment with SDGs has also made companies more resilient. For example, there has been a paradigm shift for many businesses since COVID-19 emerged as they have sought to facilitate organisation-wide remote-working to prevent activity grinding to a halt. Contrast this with sustainable businesses such as Vodafone who, in recent years, saw remote working as a means of advancing Goal 5, Gender Equality, and have already invested in the infrastructure to facilitate this. Finally, sustainable businesses enjoyed a higher degree of investor confidence before the economy shut down and seem to continue to enjoy a higher degree of investor confidence as the shut-down continues. Figures published by Funds Europe suggest that values of European sustainable funds dropped by 10.6%, compared with the “overall European fund universe” which declined by 16.2%. Robeco, the global asset manager, has also found a positive relationship between lower credit risk and sector alignment with SDGs. The RobecoSAM Global SDG Credits strategy outperformed the Bloomberg Barclays Global Aggregate Corporate Index by +90 basis points in March of this year. To compound these data points, the UN Principles for Responsible Investment (UN PRI) membership group recommends that all signatories (which represents $86.3 trillion in assets under management) support sustainable companies through the crisis in the interest of public health and long-term economic performance, even if that limits short-term returns. The UN SDGs are not going away The existential threat of COVID-19 has brought into sharp focus other threats of a similar scale, such as climate change and social inequality. The global response to COVID-19 has shown that there is a willingness to embrace long-term changes and drive towards a common goal. This sense of spirit will likely fade as the crisis abates, but it is unlikely to disappear totally. Companies that genuinely embedded purpose before March 2020 are likely to experience favourable trade winds from an upturn due to the opportunity for reflection (and social media opinions) by customers and employees during the lockdown. As societies get over the initial shock of the pandemic and the focus shifts from lockdown to restart, the critical question is how to put the economy and society on a trajectory that lasts. There is a growing consensus in Europe, for example, that the required economic stimulus will have a green hue. In April, the Government of Ireland indicated that it fully supports the EU Green Deal proposed as the central tenet of an economic recovery plan, aligning with 16 other member states. The EU Green Deal provides a roadmap towards a clean, circular economy, restoring biodiversity and cutting pollution. The proposed EU direction of travel is very much aligned with the UN SDGs and this political environment should create an opportunity for businesses that choose to swim with the current. Investors, such as Blackrock, have signalled that regardless of the COVID-19 pandemic, they still expect companies to continue with their ESG (environmental, social and governance) targets. Blackrock has pledged to vote against the directors and boards of companies that fail to meet its expectations to manage environmental risk in 2020 and called for companies to report in line with the Task Force on Climate-related Financial Disclosures (TCFD) framework. The asset manager expects companies to publicly report how sustainability risks and opportunities are integrated into business strategy. In an Irish context, the UN SDG Index report, released in 2019, shows significant challenges to Ireland meeting several key metrics, including SDG 12 (Responsible Consumption and Production), SDG 13 (Climate Action) and SDG 17 (Partnerships). This is due in part to an absence of information, but also reflects our known challenges on climate action. This was a negative result for Ireland, and there will likely be an emphasis from the Government on these three SDGs as part of the recovery package. While we are all preparing for a change in dialogue and a focus on climate action once the new government is formed, SDG 12 (which focuses on responsible consumption and production) presents a similarly large opportunity. In particular, companies that have already implemented a more circular model for resource management and waste streams are benefiting from a first-mover advantage in the circular economy. A business strategy aligned to the SDGs can create value  Given the significant opportunities and risks associated with the UN SDGs, companies that excel at identifying and incorporating these issues into their strategy enjoy a competitive advantage in the marketplace and among institutional investors. It is increasingly clear that sustainability and return on investment are connected. To help boards understand and shape the total impact of a company’s strategy and operations externally – on the environment, the company’s consumers and employees, the communities in which it operates, and other stakeholders – and internally on the company’s performance, I suggest a five-part framework (refer to Table 2). This framework for board oversight recognises that creating long-term value increasingly requires companies to understand the impact of their strategies on key stakeholders – investors, employees, customers, and communities – as well as on the natural resources and supply chains that the company relies on, all of which are fundamental elements of the SDGs. An integrated commercial strategy encourages companies and boards to widen their aperture for a fuller view of sustainability, strategy, and long-term performance. Wherever the company is on the sustainability journey, this framework can help to drive a robust conversation about what sustainability risks and opportunities may impact the company’s key stakeholders, corporate strategy, and long-term performance, and how they will be addressed. Aligning with SDGs will help businesses identify risks and opportunities that may have been omitted from previous analysis and will also provide them with a better understanding of their stakeholders and their relevance to those stakeholders. By communicating their progress towards SDGs, companies can enhance their reputation both internally (with employees) and externally (with the broader public); this transparency contributes to enhanced trust and confidence in the companies’ operations and contribution to society. The improved trust may then result in more robust and sustainable economic, environmental, and social performance. Companies that identify and incorporate these issues into their strategy will stand apart as forward-thinking organisations, future-proofed, well-managed, and able to recover quickest in a post-COVID-19 environment. In conclusion The changes we have experienced in the first months of this year will have a devastating impact on the global economy, but this in no way diminishes the relevance of the UN SDGs despite being conceived in a more stable environment. Businesses that have already aligned their strategies and practices have shown enhanced resilience – sometimes in unexpected ways. In the absence of a crystal ball, it is hard to predict the next six months, let alone the next decade. Still, there are many indicators that the operating environment will be even more favourable to businesses that effectively integrate sustainability into their core business strategy. Organisations that rise to these challenges and show leadership will be rewarded by their stakeholders and gain access to new opportunities. Those that fail to act may put their margins and even their business models at risk.   Caroline Pope is Associate Director at KPMG Sustainable Futures, a cross-functional team of experts who help corporate and public sector clients plan and execute programmes addressing environmental, social and governance topics, decarbonisation, and long-term value creation.

Richard Sheath and Susan Stenson share 12 practical tips to help your virtual board meetings operate smoothly in times of crisis. December seems a long time ago.  Back then, as a team of board evaluators,  we set out to imagine how boards would work by 2030. Suddenly the virtual board meetings we perceived as futuristic have arrived, forced on us all by the global COVID-19 pandemic. As boards strive to respond to the many new challenges, board and committee meetings must now work better than ever. And given the unprecedented breadth and difficulty of the issues presented, excellent communication, constructive discussion, and clear-cut decisions are vital. Postponing decisions is not an option, and confusing outcomes will undoubtedly be unhelpful – potentially destructive. Yet these better-than-ever meetings have to be conducted remotely, working with a management team that is likely similarly dispersed. Because we are in contact with many boards that are now meeting virtually, we see what works well and where things go wrong. Based on what we have learnt, here are some practical tips to help your virtual board meetings work well. 1. Get to the point Work even harder with the executive team to ensure that all briefings and presentations are to the point – the point being what the board needs to hear about, now. That means the board and committee chairs going through the possible meeting business and cutting it back to what is essential – whether it is crisis-related or business as usual matters that cannot be postponed. Then, help managers understand that a virtual meeting requires precise points communicated clearly in literally just a few minutes. 2. Set the scene succinctly Ensure that the pre-read papers are clear in terms of what is being asked of the board and that the “overview” page works in the way it should. This overview should include critical background information; a quick reminder of the story so far; the risks; what the board needs to discuss; what is proposed – and all on a couple of pages at most with effective signposting to any essential detail. 3. Draft your agenda from scratch Be extra vigilant in preparing the agenda. Stick to the essential discussion points and ask yourself: can some items be decided by written resolution instead, put in a ‘consent agenda’, or postponed? Start with a clean sheet; do not merely roll-over the usual agenda with some tweaks because that is unlikely to be enough to break the mould. Be clear about the outcomes you need to achieve, and how best to meet them. 4. Prioritise and pace Keep the meeting focused and put what really matters at the top of the agenda. Maintaining concentration for more than a couple of hours is going to be even more difficult than usual, so the essential items need to be addressed first. If there is not enough time, split the meeting into two or three blocks with long-ish breaks in between – long enough to stretch your legs, get some air, and return refreshed. 5. Choose video over audio  Insist on video participation to the greatest extent possible, as it makes a big difference – especially as those on audio-only are often forgotten. That means testing beforehand with each participant, with a co-ordinator (probably from the company secretariat) becoming the expert in how to make your chosen system work. Ask everybody to join a bit early so false starts and broken connections do not sap time and patience once the meeting has officially started. 6. Manage the transitions Sharing documents on-screen can work well on a video call, but the operator needs to know how to do it – and have rehearsed, if possible, knowing what to highlight and where to go. Practise switching between people and a document and back again before the meeting. Switching back is essential – you must get talking heads back on the screen if you want the discussion to flow. 7. Explain the meeting etiquette Establish and communicate the meeting etiquette. That might include the following: mute when not speaking; turn off your video if you need to be interrupted; how to intervene, and the hand signals to do so; how to vote where voting will be required. A chair who typically takes a quick look around the table to assess consensus may need to make this more explicit (for instance, asking everyone to give a thumbs-up). 8. Facilitate input The chair must call on individual directors for their input, rather than leaving them to find their own opportunities to contribute. More frequent stops to take the temperature of the meeting are also needed. 9. Encourage down-time Have comfort breaks at least as often as you would during an in-person meeting. Allow some time during the breaks for chit-chat; social engagement is more important than ever. 10. Stay security conscious Keep an eye on meeting your organisation’s security requirements. Ensure that the Company Secretary monitors who is on the line and remind participants who are not alone in their home offices that they need to use headphones and speak no louder than necessary. In any shared facility, there is a risk that someone may overhear – even through a wall. Screens must be shielded too. This may seem obvious, but we do see and hear things going wrong, resulting in embarrassment at best or a severe breach at worst. 11. Meet your legal obligations Check the legal formalities for your meeting (quorum and location requirements, for example). Take a roll-call at the beginning and if you are tight on numbers, keep an eagle eye on the quorum in case somebody falls off the call. 12. Gather feedback Set aside five to ten minutes at the end of the meeting to ask people how the meeting went and to gather ideas for future virtual board meetings. Alternatively, you can use a short questionnaire if time is short. A checklist for virtual board meetings Here is a list to help you consider the elements of a productive virtual meeting. Be extra vigilant when preparing the agenda and pre-read material Stick to the essential discussions and focus the agenda. Eliminate long verbal presentations. Make sure the pre-read papers are clear on what is being asked of the board. Check the legal formalities for your meeting (quorum requirements, location, etc.)   Check the technical logistics Include a video link and encourage all participants to be in ‘video on’ mode. Ask all participants to join five to ten minutes before the start of the meeting. Test the document sharing facility, if needed.   Set the ground rules Instruct participants to wear headphones and prepare their meeting environment (lighting, camera angle, wi-fi connection, security/confidentiality, etc.) Instruct participants to use mute, turn off video if leaving the room, and take calls elsewhere. Take a roll-call and ensure that everyone knows who is present and who has joined. Secure the meeting – check all joiners and flag confidentiality continually. Set out the rules on how to intervene. Define the use of the chat function or oral questions to facilitate questioning. Work out a mechanism for voting and indicating agreement or dissent.   For the chair Call on individual directors more for their inputs. Stop periodically to take the temperature of the meeting. Include comfort breaks and encourage participants to interact socially during this time. Encourage participants to be respectful, present, and engaged if bad behaviour becomes apparent. Check with participants after the meeting to gauge their experience. Richard Sheath is a Director at Independent Audit Limited, the board evaluators. Susan Stenson is a Director at Independent Audit Limited, the board evaluators.