Far from being ‘nice to haves’, diversity and inclusion remain vital during the COVID-19 crisis and could be even more important in its aftermath, writes Rachel Hussey. Our collective experience during the COVID-19 pandemic has given rise to a considerable amount of discussion and analysis about how this experience will ultimately change the way we live – or want to live – when the crisis subsides. The pandemic, and our response to it, has called into question many aspects of life we took for granted. The world of work has been turned on its head. The most obvious and immediate impact is that most of us are working from home (or, more accurately, at home during a crisis trying to work). The pandemic has caused us to examine the essence of the ‘workplace’ and we are trying to imagine how the future of work during, and after, COVID-19 might look. As the pandemic begins to ease and we begin to return to our former workplaces for at least some of the time, flexibility will be more important than ever. Parents will have to manage childcare and work, possibly in the absence of schools and crèches. Traditional work practices may no longer be possible. We will need to have flexibility around work organisation, meeting times and general time planning, and allow people to control how they plan their day. This will mean not only continuing with a significant element of working from home, but also introducing genuinely agile working practices in the future. The former world of work is probably changed forever, and we cannot – and should not – seek simply to recreate it. Now we have reached the end of the beginning, the focus on diversity and inclusion has begun to re-emerge with some interesting new perspectives. Many organisations are looking at cost-cutting measures and there is a risk that diversity initiatives might be regarded as non-essential. I believe that inclusion and diversity are as – if not more – important during this crisis as they were before and will continue to be as we emerge from the current crisis. Organisations that had a strong focus on inclusion and diversity before the crisis were better equipped to deal with it when it happened. The starkest example of this is that organisations and firms that had agile working policies and practices in place, which mostly resulted from strategies around inclusion and diversity, were best placed to make the transition to working from home. Firms that resisted flexible working took longer to get set-up remotely and back to business. The last couple of months have demonstrated beyond doubt that it is possible to run a professional services firm in a dispersed way. Some partners and other leaders who may never have worked from home are now forced to do so and realise that people can be as (or even more) productive working remotely. The COVID-19 crisis has busted the myth that agile working does not work. Of interest too are the leadership traits that have been important in this crisis. They include compassion, empathy, humility, and putting other people ahead of yourself. These traits tend to be associated with women, though they are of course found in many men too, and they are becoming more highly valued at this time. Inclusive leadership is particularly essential. Managing teams remotely involves being alive to team dynamics and being mindful of people on teams who might be isolated or feel excluded. Even on video conferencing calls, inclusive leaders will try to include each team member in the discussion. Making people feel included will help maintain productivity and motivation. It has been established beyond doubt that one of the clear business benefits of diverse teams is increased innovation. Now more than ever, companies and firms need to innovate to respond to this crisis. It is, therefore, critical to focus on team composition to ensure that they have the right balance of experience, perspective, and cognitive diversity to nurture innovation and generate the best business results possible. Specific organisations recently reiterated their commitment to diversity and inclusion publicly. At some stage, and let us hope that it will be sooner rather than later, we will emerge from this crisis and companies and firms will again be competing for the top performers. Companies and firms that stay the course and keep a sharp focus on diversity and inclusion during this crisis will be best placed to attract that talent. Once the crisis is over, companies and firms that do not stay the course will have some serious catching up to do. Rachel Hussey is Chair of 30% Club Ireland and a Partner at Arthur Cox.

From a governance perspective, COVID-19 will test the robustness of our legislation and our ability to take a more technological, and perhaps modern, approach, writes Claire Lord. The Irish Government recently announced additional measures to protect citizens by delaying the spread of COVID-19. One of these measures is social distancing, which requires individuals to keep a two-metre space between them and other people. This measure and the increasing restrictions on international travel is making it difficult for Irish companies to hold ‘in-person’ board meetings and to proceed with shareholder meetings, particularly annual general meetings (AGMs), in the usual way. Against this backdrop, what can companies do to allow business to proceed so as to comply with the law while protecting the health of its directors, employees and shareholders? Board meetings Generally speaking, the board of an Irish company can meet ‘virtually’. This means that board meetings can be conducted by telephone, video conference or a similar facility. For a virtual board meeting to be properly convened, all directors must be able to hear each other and speak to each other. At a virtual board meeting, the quorum is made up of those participating in the meeting. All participating directors are entitled to vote in the usual way and the location of the meeting, consequent on social distancing requirements, is likely to be the location of the chair. The board of an Irish company can also usually pass resolutions in writing. For a written resolution to be valid, it must be signed by all directors of the company at that time. A written resolution takes effect when the last signature is collected. A written resolution can be signed in counterpart and can be circulated and signed electronically. The fully signed version must be retained with the minute book of the company. The written resolution procedure can be used even if one of the directors is not permitted to vote. Where this is the case, the remaining directors sign the resolution and note the name of the director who is not entitled to vote and the reason why. It is always recommended that a directors’ meeting is held where the business to be transacted is contentious, or if it is anticipated that the business to be approved will not be supported unanimously. Directors must also meet where they are required to make a declaration of the company’s solvency as part of the summary approval procedure to approve certain restricted activities. Where these circumstances exist, meeting “virtually” is sufficient. The board of a company must also consider the location of its board meetings or decision-making where it is important from a tax residency perspective for them to be able to demonstrate that the company is managed and controlled in Ireland. Shareholder meetings Companies with AGMs due to occur in the months ahead should consider how best to proceed with their AGMs in a way that complies with the law, and affords shareholders the ability to participate, while observing the Government’s restrictions on mass gatherings. An AGM must have a physical location that is specified in the AGM notice. The quorum for an AGM is determined based on the number of shareholders present in person or by proxy, usually at the physical location of the meeting. Therefore, to avoid a large  number of shareholders attending at the physical location for the meeting, shareholders should be encouraged to appoint a proxy to attend and vote on their behalf. Ideally, shareholders should be encouraged to appoint the same proxy where possible (while always considering how a quorum will be achieved).   While an AGM must have a physical location, a company can permit participation by shareholders at an AGM via technology, once that technology permits shareholders to participate and vote electronically.   Multi-member and single-member private companies limited by shares (LTDs) and single-member companies of other types can dispense with the legal requirement to hold an AGM by opting to carry out the business of the AGM by way of a unanimous written resolution.  Similarly, all company types can pass resolutions in writing.  In the case of LTDs and designated activity companies (DACs), this right applies regardless of any provisions in the company’s constitution.  Similarly, LTDs and DACs can pass majority written resolutions where a particular process is followed. Business as usual? We face significant uncertainty in the months ahead with the spread of COVID-19. Finding ways to conduct business regardless, while protecting the health of others, will test our ingenuity. From a governance perspective, it will allow us to see if our legislation is robust enough to support a more technological and, dare I say it, modern approach.   Claire Lord is a Corporate Partner and Head of Governance and Compliance at Mason Hayes & Curran.

Olivia McEvoy outlines the diversity and inclusion issues at play in companies across the island of Ireland. As part of EY’s commitment to building a better working world, the firm conducts an annual survey to benchmark diversity and inclusion activity in organisations across the island of Ireland. The third survey reflects the experience of more than 150 C-suite leaders, human resource directors and diversity and inclusion leads. The respondents were drawn from both indigenous Irish and global organisations of varying sizes across a range of diverse sectors. This article outlines how organisations view and position diversity and inclusion. Smart working It is encouraging to note that appetite for diversity and inclusion remains constant. 100% of businesses say it is vital to business performance, and 82% recognise the impact of diversity of thought on decision and risk excellence. Indeed, there is no shortage of appreciation of the connection with diversity and inclusion and more significant customer and employee engagement, productivity, innovation and creativity, as well as talent acquisition and retention. With 95% of survey respondents aware of the pending Gender Pay Gap legislation, which is scheduled to take effect in 2020, significant numbers (71%) are also embracing a critical means of addressing the gender pay gap: a smart working culture. Smart working is a set of practices that add greater flexibility to work methods through innovative solutions and is measured by the achievement of results regardless of where and how employees perform their work. Flexible location, schedule, hours worked, and shared responsibility are some of the markers of smart working. Some organisations refer to smart working as agile, flexible, new ways of working or modern ways of working. The Gender Pay Gap legislation will also provide welcomed impetus and transparency, albeit 60% of organisations already publicly communicate information about their diversity and inclusion goals and targets. Absence of accountability However, there is still a ‘diversity and inclusion disconnection’ between what organisations are saying and what they are doing in this space. Leadership behaviour is the cornerstone of an inclusive environment and enables a culture of psychological safety, but just over half (53%) take responsibility to call out inappropriate behaviour and language. Leadership accountability is one of the most significant game-changers in achieving meaningful transformation, but a critically low 24% of leaders have diversity and inclusion goals or targets tied to their performance metrics and reward. Measuring the impact of diversity and inclusion on performance is instrumental but a rarity (16%) in organisations. Investment is also inextricably linked to enhanced organisational reputation, decision-making and talent attraction, but a third (31%) of organisations invest nothing and 43% spend less than €25,000. The majority of actual investment is a combination of events (63.8%), networks and network membership fees (52.2% and 40.6% respectively) and sponsorship (30.4%) rather than in the more strategic and systemic changes needed to develop the processes, capability and behaviours required to achieve lasting change. Delivering on diversity With ‘business as usual’ often enough to overwhelm, it is easy to get distracted and presume that if someone else in the organisation is talking about diversity and inclusion, that is enough. Indeed, lots of talk about it leads us to believe that the diversity and inclusion box is being ticked. But box-ticking is not enough. Talking is not enough. We need to adopt a transformational approach that embeds diversity and inclusion as part of our systems, structures and, ultimately, our culture if we want to realise meaningful change; and we must be bold personal agents of that change. As evidenced in the EY Ireland 2019 Diversity & Inclusion Survey report, there is some progress in some areas but regression in others – and certainly nothing like the ‘gear change’ called for in previous years. Rather than make exaggerated claims or aspire to progress, we need to be able to proclaim positive outcomes and actual results and deliver on diversity and inclusion. Everybody in? Olivia McEvoy is Director of Diversity & Inclusion in People Advisory Services at EY Ireland.   EY is launching its fourth annual Diversity and Inclusion (D&I) survey of organisations across the island of Ireland and we would be very grateful for your participation. The survey will remain open until 19 February 19th. Take the survey here: www.surveymonkey.com/r/EYDiversityInclusionSurveyIreland2020