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Karen Flannery and Níall Fitzgerald consider the critical points in the revised Chartered Accountants Ireland Code of Ethics, which came into effect on 1 March 2020. The revised Chartered Accountants Ireland Code of Ethics took effect on 1 March 2020. The revised Code was necessary to increase alignment with the International Ethics Standards Board for Accountants (IESBA) Code of Ethics, which underwent a significant restructure in recent years. While there are no changes to the fundamental principles, Chartered Accountants familiar with the previous Code of Ethics (effective September 2016 to 29 February 2020) will find the look and feel of the revised Code significantly different. While additional sections and emphasis were included, others were removed. This results in greater clarity and ease of navigation. Figure 1 provides an overview of the revised Chartered Accountants Ireland Code of Ethics. Added emphasis on fundamental principles The five fundamental principles of the Code of Ethics remain unchanged. These include integrity; objectivity; professional competence and due care; confidentiality, and; professional behaviour. The conceptual framework that describes the approach used to identify, evaluate and address threats to compliance with the fundamental principles also remains the same. However, there is now a heightened emphasis on the fundamental principles and the use of the overarching conceptual framework underlying each section of the Code. Before, much of the narrative was contained in a single section of the Code. Responding to non-compliance with laws and regulations New sections were added concerning non-compliance with laws and regulations (NOCLAR) for professional accountants in practice (Section 360) and professional accountants in business (Section 260). These bring the NOCLAR provisions of the IESBA Code of Ethics into the Institute’s Code. A vital feature of the NOCLAR provisions is the specific in-Code permission to breach the principle of confidentiality in the public interest. This permission has been explicit in the Institute’s Code for several years and so, the NOCLAR provisions can be seen as a change of detail rather than of substance. The new sections outline the required actions when NOCLAR is discovered and provide additional guidance in this area. Key points to note concerning the NOCLAR provisions are: The first response to identified NOCLAR is to raise the matter, and seek to address it, at the appropriate level within the relevant organisation (internally); Where NOCLAR is not dealt with appropriately internally, the professional accountant considers whether to report to an external authority in the public interest. The decision to report externally is (as it always has been) a complex one; and Where a report is made in the public interest and good faith, there is no breach of the confidentiality requirements of the Code of Ethics. However, there may be legal implications for the professional accountant to consider. Revised layout The most obvious change is the revised layout of the Code of Ethics, which now mirrors the structure of the IESBA Code of Ethics with additional material for members of Chartered Accountants Ireland. A new paragraph numbering format was introduced and as a result, sections were restructured (e.g. what was “Part C” (Professional Accountants in Business) is now “Part 2” in the revised Code).The revised layout facilitates more natural referencing and distinguishes between the Code’s requirements (in bold text and denoted by the letter ‘R’) and application material or guidance (indicated by the letter ‘A’). Complexity has been reduced by simplifying sentences and language in parts. Also a new ‘Guide to the Code’, explaining how it works, has been included. Other content changes Table 1 highlights other notable developments in the revised Code of Ethics and suggests where you might focus your attention depending on whether you are a member in practice or business. Retained Institute ‘add-on’ material Where existing Institute ‘add-on’ content created important additional requirements beyond the IESBA Code, these ‘add-on’ requirements are retained in the revised Code of Ethics. Such requirements include: Specific requirements regarding communicating with the predecessor accountant (Section 320); Particular obligations regarding transparency around the basis for fees and dealing with fee disputes (Section 330); and Agencies and referrals (Section 331). No new ‘add-on’ material was created. Additional support for members The Institute’s online Ethics Resource Centre is updated regularly with a range of supports and guidance for members. Additional information included in the old Code of Ethics, but removed in the revised Code and still considered useful, has been reproduced in a series of new Ethics Releases. The Ethics Releases are not a substitute for the requirements of the Code, but they do provide additional support for members in particular scenarios, including: Code of Ethics and changes in professional appointments; Code of Ethics and confidentiality; Code of Ethics and marketing of professional services; and Code of Ethics and corporate finance advice. Future updates The last substantial change to the Institute’s Code of Ethics was in 2016. While the Code does not change regularly, there is a significant body of work happening behind the scenes to ensure it remains appropriate, precise and effective in the context of the issues affecting the accounting profession. Members can, therefore, expect amendments from IESBA in the coming years; for example, considerations addressing the impact of technology-related ethics issues on the accounting profession. For members who are insolvency practitioners, a new Insolvency Code of Ethics is imminent. The current Code of Ethics for Insolvency Practitioners, appended as Part D of the Institute’s old Code of Ethics for members, remains in effect until then.  Actions speak louder than words It was evident from the Ethics Research Report, published by the Institute in January 2019, that members hold their professional and business ethics in high regard. While the Code of Ethics does not change regularly, it is a hallmark that establishes a minimum standard which is signed up to and shared by all members of the profession. It is useful to be familiar with its requirements and to remember that it is individual member actions that express commitment to the Code of Ethics in addition to a member’s personal ethics. The revised Code is available via the Institute’s Ethics Resource Centre.   Níall Fitzgerald FCA is Head of Ethics and Governance at Chartered Accountants Ireland.  Karen Flannery FCA is Head of Professional Standards Projects at Chartered Accountants Ireland.

The role of the charity director is an onerous one, but what about performance? David Brady considers the characteristics of an effective charity director, and future challenges and opportunities. The implementation in 2021 of the Charities Governance Code poses important questions for the effective governance of charity boards in Ireland, including the challenging, and occasionally sensitive, review of board performance and the performance of individual constituent directors.  Compliance with the Code is, however, a baseline measure of effectiveness. Beyond the legal requirements for directors under the Charities Act 2009 and the Companies Act 2014, the qualities, roles and responsibilities of the ideal charity director are largely undefined. Are charity directors different? Is being a director of a charity really that different to being a private sector director? Directors of charities and private sector directors have shared experience in overseeing the challenges: of recruiting, motivating, and retaining the right people; of there being sufficient funds to pay salaries; and of competitors in the same sub-sector.  There are also similarities in how the business of the board is conducted; the calendar of board meetings, sub-committee meetings, and annual general meeting; the annual audit; the risk register; and—increasingly common—evaluation of the board itself.  In both contexts, the chairperson is often selected for their relevant experience, ability to guide decisions or bring order in the face of complexity or challenge. There are, however, factors that are unique to charities, including: charities legislation and guidance from the Charities Regulator; compliance with the Charities Governance Code; a mixed-income revenue model, whereby funding is derived from a combination of restricted-purpose and unrestricted-purpose revenue sources; a volunteer, unpaid board of directors; staff members who may be unfamiliar with private sector/commercial work environments and practices; volunteers, who assist the organisation on an unpaid basis, but who may feel they have a stake/voice equivalent to employed members of staff or even board directors; functioning as public benefit entities, with accountability to end users and the public in general, and the fulfilment of a public-benefit purpose;  service-level agreements with funders. None of this makes life easy for the charity director and can be reason enough for some to shy away from holding board positions.  Nonetheless, there are many experienced and qualified people who wish to give something back to organisations that have positively impacted their lives or to causes aligned with their beliefs and values — often donating significant amounts of their time. How good is good? As noted above, the implementation of the Charites Governance Code has heightened awareness of governance standards in the sector and the importance of the role of the charity director in achieving these standards.  However, beyond meeting base-level compliance with the Code, the debate on how to define highly effective charity boards and directors, and their ability to impact on the success or effectiveness of their governed organisations, has yet to commence in earnest.  In this article, I propose a five-level model for evaluating charity boards in terms of their ‘maturity’ or otherwise (see Figure 1), from a non-compliant to an elite standard. I suggest applying the same model to the evaluations of individual directors. In devising and articulating this charity board maturity model, I considered the following: How mature is a charity board? What aspects of a board’s conduct define its maturity, or otherwise? What is the evidence of a board achieving the higher levels of maturity? For example, is it aware of charity sector challenges and opportunities in Ireland and internationally? What does this mean for director competencies and performance? Is it possible to connect board maturity with the related, distinctive competencies required of individual board members? Non-compliant boards typically have a negative attitude towards governance. They are often unaware of strategic developments within the sub-sector and have a short-term funding focus, relying on basic financial information and outdated policies and procedures. They have no board rotation or succession planning processes. Their AGM processes are weak, and they do not insist on the maintenance of a risk register. Compliant boards adopt a tolerant attitude to governance; however, strategically, they are largely closed to sector developments other than matters of self-interest. Their policies and risk register are compliant rather than effective; their rotation policy is not fully implemented, and the AGM is limited to board members only.   Effective boards see the benefits of good governance and revise board and staff structures to exploit opportunities. They seek funding opportunities to support strategy and use risk registers to manage risk and plan contingencies. They ensure that board appraisals and rotation of directors policies are implemented. AGMs include the attendance of, and participation by, non-board, external members of the charity.  Progressive boards seek continuous improvement in their governance of the organisation. They are keen to benchmark their maturity against the boards of peers. They seek collaboration in new initiatives that reflect market changes. Policies are updated in line with current business/market changes. The organisation’s risk appetite is determined and defined, and the board ensures that its skills gaps are identified and addressed. Board rotations are planned and implemented. Elite boards deliver strategic programmes resulting in significant impact and/or funding. Board members and staff have a collective problem-solving mindset. The charity’s performance is managed using both financial and non-financial KPIs. At the elite level, the board employs long-term resource planning, promotes a robust risk management culture, and reviews strategy regularly. Succession planning includes pro-active identification of new chair and board members, as well as key executive management positions. They embrace and learn from occasional failure positively. Benchmarking director performance As suggested, the five-levels of maturity model can be applied by analogy to the evaluation or benchmarking of individual board directors. The articulation of competencies, or rather their absence, of the ‘non-compliant’ director is straightforward.  They are unfamiliar with the sector or sector trends. They bring no valuable experience or expertise to the board, are unfamiliar with governance frameworks, and generally blame others for problems rather than take responsibility themselves. The compliant director has an up-to-date understanding of the charity, brings technical knowledge to the position, is familiar with the Charities Governance Code and brings governance oversight to the organisation.  Moving up a level, the effective director will have served previously on multiple charity boards and brings valuable experience. Other board members will be aware of their specialist knowledge and draw on their expertise to derive solutions for organisational issues.  Their awareness of internal and external stakeholders will be strong and their input to decision-making will reflect this. The progressive director is a strategic thinker. In addition to having specialist knowledge, they bring a strategic understanding of the niche in which the charity operates and its competitive advantages.  Their leadership qualities are also evident from previous directorships, and they are skilled in multiple business and/or charity sectors.  Accepting change as normal and necessary, a key characteristic is their desire to introduce innovations to the charity’s operations, particularly ideas that are working well in the commercial sector. Finally, the elite director provides economic, political, and social thought leadership to the charity, in addition to the strategic leadership attributes of the progressive director. They possess the qualities required to chair either the board or one of its sub-committees.  Through a broad network of private and public sector collaborators, they are well positioned to plan for the sustainability and growth of the charity.  They set the tone of communication within the board, between the board and the staff of the charity, and between the board and the sector and broader public arena. The style of the ‘elite’ charity director is, paradoxically, non-elitist, collaborative and influential, with an evident social purpose. What next for charity directors? As well as understanding the characteristics, competencies and behaviour of the ideal charity director, and applying these when evaluating boards and their individual members, there are several critical issues that pose important challenges and questions for the sector as a whole: Should there be mandatory term limits for holding the position of charity director and/or defined limits for the role of chairperson and secretary? Should charity directors be paid, and if so, in what circumstances, how much, and under what terms and conditions? How can more experienced businesspeople, qualified professionals and members of the public be encouraged to hold board positions in charities? What can the sector do to facilitate this? What training and development, beyond the compliance level, do charity directors need? Should mandatory, accredited training be introduced before board positions are offered and accepted? What can Irish charities learn from international experience and best practice regarding governance? Should the legislation be changed to make it easier to identify, caution, penalise or remove ineffective charity directors? The implementation of the Charities Governance Code has given an important boost to the raising of standards across the sector and the priority must be to ensure this happens promptly and comprehensively.  The extension of governance into territory beyond compliance is an exciting and challenging move with long-term benefits for all stakeholders.  Defining charity boards in terms of their maturity, from non-compliant through effective to elite, and evaluating director competencies by analogy, will serve to both challenge and develop a trusted and vibrant charity sector.   David Brady is a principal at DB Consulting.  (Views expressed in the article are strictly those of the author.)

Barry McCall speaks to Níall Fitzgerald, Head of Ethics and Governance at Chartered Accountants Ireland, about the findings of recent trust and ethics surveys commissioned by Chartered Accountants Worldwide and the Consultative Committee of Accountancy Bodies. New research carried out by Chartered Accountants Worldwide and Edelman Data and Intelligence (DXI) has found that trust in the accountancy profession remains strong after the turmoil of the COVID-19 pandemic. The study found that business decision-makers around the world consider Chartered Accountants among the most trusted professionals, catching up to doctors, engineers, nurses and teachers, and ahead of other prominent groups in society such as legal professionals and politicians. Furthermore, Chartered Accountants are the most trusted finance professionals ahead of bankers, financial advisors, economists, and insurance brokers. Edelman DXI began working with Chartered Accountants Worldwide in 2018 to track the attitudes of senior decision-makers (e.g. CEOs, directors, heads of function, etc.), but this marks the first time the results have been made publicly available. The 2021 study surveyed 1,450 business leaders across the Republic of Ireland, Northern Ireland, England, Scotland, Wales, South Africa, Australia, and New Zealand. “There is a lot to be proud of in these findings for the Chartered Accountancy profession in Ireland,” says Níall Fitzgerald, Head of Ethics and Governance at Chartered Accountants Ireland. “The results point to an opportunity for Chartered Accountants to use their position of trust to tackle the challenges of the recovery after COVID-19 and build towards a sustainable future.” Among the key results of the research was the finding that performance on integrity has improved since 2019. However, scrutiny has also increased, with transparency more important in driving trust in Chartered Accountants. Chartered Accountants are also rated highly as business professionals. Most business decision-makers (84%) believe that Chartered Accountants have the skills and expertise to make businesses thrive today. Meanwhile, 81% are confident in Chartered Accountants’ ability to navigate a new operating environment in the future. At the same time, there is a growing expectation that they must also follow up with action. Overall, 85% of business decision-makers say it is important that Chartered Accountants demonstrate a track record of helping businesses thrive. Most respondents (70%) see Chartered Accountants as credible spokespeople on societal issues such as sustainability, diversity, equity and inclusion. But they also expect Chartered Accountants to follow through by driving sustainable environmental practices within businesses and doing more to foster diversity, equity and inclusion practices. Speaking at the global launch of the study in November, Chartered Accountants Worldwide chairman Michael Izza said: “Chartered Accountants are the first port of call for many businesses and saved many livelihoods during the pandemic. Over the next ten years, Chartered Accountants will play a leading role in tackling critical problems, including climate change, which is one of the biggest challenges humanity has faced. As problem solvers, Chartered Accountants can be counted on to find solutions to the world’s most complex economic and moral issues, including global warming and net-zero.” But the profession still has some work to do if it is to play that leading role on those critically important issues, according to Fitzgerald. “We can, of course, be proud of the results, but we have to be realistic as well,” he says. “When you drill down into the detail of the findings, you find that the most strongly positive results were about the ‘bread and butter’ activities, the things accountants are meant to be good at anyway.” He adds that being great at everyday things will not be enough in the new post-COVID decarbonising world. “Chartered Accountants are rated very highly for activities like accounts preparation, tax returns, data analysis, and general business advice, which we are trained for. Those are all things we are supposed to do, and while it is good to be held in high regard for them, we must ask ourselves why our core skills are not seen to be transversal into other important areas for business.” Those areas include adopting transformative new technologies like artificial intelligence and all aspects of the environmental, social and governance (ESG) agenda. “We need to up our game when it comes to those areas,” Fitzgerald continues. “At the moment, Chartered Accountants are not seen as the go-to people for ESG issues, diversity and inclusion, or becoming purpose-led as an organisation. While 60% of respondents said accountants had some part to play, no one said we were integral to the process. We might think we are, but others don’t. We need to work on that.” He doesn’t believe that should be viewed entirely negatively, however. “There are some very real opportunities opening up with the advent of new sustainability reporting standards and other regulations,” he notes. “These things are all about data and measurement, and those are things accountants are very good at. They are also very good at technical standards and translating them into processes and so on.” Fitzgerald also believes that the profession needs to reposition itself to capitalise on those opportunities. “Finance professionals in future will have to be seen as solutions providers in a wide range of areas. Large organisations seeking advice on their sustainability journeys can get it externally, but SMEs don’t have the money for that. So they have to look internally, and who better than their head of finance or external accountant to guide them on where they need to go? Sustainability has a direct bearing on finance, after all. For example, in the future, companies will find it very difficult to get bank loans or access investment capital if they are not on a verifiable sustainability journey. Accountants have the skills to do that. We are very good at taking standards, putting them into practice, and giving investors and lenders the assurances they need in many areas. In future, that will apply to sustainability as well.” Fitzgerald also points to another recent report from the Consultative Committee of Accountancy Bodies (CCAB), which surveyed accounting professionals in Ireland and the UK. It found that 27% had been put under pressure, or felt under pressure, to act in an unethical way in the last three years. The most common instances related to over-optimism concerning budgets and business cases, unreasonably downplaying risks in budgets, and categorising personal expenses as business expenses. In most cases (78%), the accountants concerned spoke up to prevent pressure to break the ethical code. Just 10% of those under pressure carried out the unethical task, while 25% did so but only partially. Interestingly, those figures correlate strongly with the 35% who said they didn’t turn to anyone for support or guidance. Fitzgerald advises any Chartered Accountant who feels under pressure to act unethically to reach out for help. “Chartered Accountants in Ireland have a fantastic network of 30,000 fellow members to call upon for assistance in cases like this,” he says. “Many will have encountered similar situations themselves and will be able to offer very practical advice. We also have resources on the Institute’s website, which provide guidance on reaching an ethical decision. “Generally speaking, the advice is to look after the small things before they grow. For example, don’t overlook things like overstating mileage. A disciplined approach to such things will help create a culture where the pressure to act unethically doesn’t arise.” Níall Fitzgerald is Head of Ethics and Governance at Chartered Accountants Ireland.