Boards and Corporate Governance – Covid-19 Implications Boards and their advisors will need to consider how the spread of coronavirus has affected the governance and operations of their business including risk, internal controls, financial reporting, audit and assurance and other regulatory and corporate reporting requirements. The extent of the risk arising and the impact it may have will vary depending on the company’s specific circumstances and exposure. Over recent months, much has been issued in terms of advice from regulators, and commentary, regarding various corporate governance considerations related to the spread of coronavirus. The challenge is to stay ahead of what is an evolving situation. We are regularly producing webinars and articles bringing relevant updates and expert insights to our members. For example, our Covid-19 crisis: Advice to boards and organisations available to view (scroll down to “Past Webinars”) here. We have assembled below some information, for UK and Republic of Ireland, that we have come across that may be of assistance to members. Commentary should not be taken as advice or as a comprehensive analysis of all aspects. When reading information at the links below, due care should be taken of the date of issue and any developments in the interim that may not be reflected in the material published, such as updated statements from regulators etc. Our members’ expertise, judgement and experience are now invaluable to guide each organisation on their unique journey through and beyond this crisis. We encourage all our members to remember that your first responsibilities are to yourself and ensure that you stay well. Take some time to review the member resources offered by Chartered Accountants Ireland in relation to wellbeing and building personal resilience at CA Support. In the meantime, remember that your Institute is here to help you. If there are specific issues where you need help, or if you want to share ideas or insights, please contact us at either ethicsgov@charteredaccountants.ie or +353 1 637 7382.   From the regulators: Link Ireland and UK – All entities applying accounting standards UK Financial Reporting Council (FRC) issue (14 April 2020) update and clarity on accounting and auditing standards requirements in relation to going concern and alerts for investors. This is important matter for boards to consider and further information is contained Chartered Accountants Ireland information hubs on financial reporting and statutory audit referred to further down in this table. FRC Covid-19 update regarding going concern UK – Listed and Regulated Institutions FRC, Financial Conduct Authority (FCA) and Prudential Regulation Authority (PRA) announced a series of actions (26 March 2020) to ensure that information continues to flow to investors and to support the continued functioning of the UK’s capital markets. Includes forbearance measures for UK listed companies on publishing annual reports and preliminary results and guidance for UK banks on capital requirements and building uncertainty into expected credit loss calculations. Joint Statement UK and Ireland Listed entities UK FRC Guidance for companies on Corporate Governance and Reporting (Company Guidance Update March 2020 (COVID-19)) – contains guidance on corporate governance matters such as risk management an internal controls, management information, estimates and forecasts, dividends and capital maintenance, Directors/strategic report, viability statement and going concern and some key financial reporting considerations. Corporate governance and reporting guidance UK and Ireland Listed entities UK FRC publish Guidance for companies on Corporate Governance and Reporting. They highlight some key areas of focus for boards in maintaining strong corporate governance and provide high-level guidance on some of the most pervasive issues when preparing their annual report and other corporate reporting. Guidance for companies on Corporate Governance and Reporting UK and Ireland Listed entities UK FRC publish Lab report providing examples for companies to follow when making going concern assessments, risk reporting, and producing viability statements.   Note: Podcast interview with Phil Fitz-Gerald, Director of the FRC Lab, discusses two new reports on investor disclosures during the Covid-19 crisis. Report on Covid-19 related going concern, risk and viability UK and Ireland Listed entities UK FRC publish Lab report providing practical guidance and examples to companies to help meet the challenge of reporting to investors in times of uncertainty. The report focuses on company reporting in respect of their resources, action they are currently taking in response to issues and future objectives they expect to achieve.   Report on Covid-19 – reporting in relation to resources, action, the future. UK Financial Services UK FCA published a letter addressed to CEOs of firms providing services to retail investors (31 March 2020). The letter outlines some rule clarifications, temporary flexibility in the FCA’s supervisory function and guidance in relation to ensuring resilience during the Covid-19 crisis. FCA Letter to retail investor service providers EU Financial Services European Securities and Market Authority (ESMA) issued a public statement Actions to mitigate the impact of COVID-19 on the EU financial markets regarding publication deadlines under the Transparency Directive. ESMA Public Statement EU Financial Services ESMA issued a public statement (9 April 2020) calling on National Competent Authorities to take into account the Covid-19 outbreak in respect of upcoming reporting deadlines for fund managers to publish yearly and half-yearly reports. ESMA Public Statement re Investment Funds EU Financial Services ESMA issue opinions of support to short-selling bans by Austrian, Belgian, French, Greek and Spanish National Competent Authorities. ESMA support short selling ban EU Financial Services European Banking Authority (EBA) have issued a statement (12 March 2020) on actions to mitigate the impact of COVID-19 on the EU banking sector. EBA statement of actions   Further possible actions announced (31 March 2020) EBA statement of actions 2 EU Financial Services EBA issue a statement (25 March 2020) calling on certain forbearance measures on consumer and payment issues to be granted by financial institutions. Statement on consumer and payment issues EU Financial Services EBA issued a statement (31 March 2020) urging banks to follow prudent dividend distribution, share buyback and variable remuneration policies, emphasising that any capital reliefs permitted by central banks are to be used to finance the corporate and household sectors only. Statement on prudent distribution and remuneration policies EU Financial Services EBA publish guidelines on treatment of loan repayment moratoria considering Covid-19 measures, clarifying circumstances in which a moratorium of this nature would not be classified as part of a forbearance or distressed restructuring by the bank. Guidelines on treatment of loan moratorium in financial and credit institutions Ireland Financial Services Central Bank of Ireland has issued a statement (19 March 2020) on several matters including reducing the counter cyclical buffer requirements for banks to 0% and expectations on payment breaks for businesses and consumers. Central Bank Statement 19 March 2020 Ireland Financial Services Central Bank of Ireland has issued a statement (27 March 2020) on its expectations of insurance firms to ensure customer-focused decision making throughout the crisis. Central Bank Statement 27 March 2020 Ireland Financial Services Central Bank of Ireland has issued a statement (31 March 2020) on its view as to what constitutes essential banking and financial services in context of the Irish governments public health measures to prevent further spread of Covid-19. Central Bank Press Release 31 March 2020 Ireland Financial Services Central Bank of Ireland launches an online Covid-19 information hub for consumers, SMEs and regulated firms CBI Covid-19 Information Hub Ireland Charities Charities Regulator (Republic of Ireland) have published answers to several frequently asked questions around regulatory reporting and governance matters affecting Charities during the Covid-19 crisis including forbearance in relation to annual reports due between now and 29th June, keeping records of meetings, considering charitable purpose in any pandemic relief activities and ensuring funds are not misspent, etc. Charities Regulator Frequently Asked Questions Northern Ireland Charities The Charity Commission for Northern Ireland have published updates on regulatory reporting, advice regarding charity meetings, serious incidents reports and accounting matters The Charity Commission for Northern Ireland update Ireland and Northern Ireland – Tax and general business Chartered Accountants Ireland are engaging with government agencies, regulators and the Revenue authorities, North and South, around the impact of the COVID-19 outbreak, and potential issues with filing deadlines, payments etc. Their responses and links to information are regularly updated on our technical and business updates section. Technical and business updates UK – All Companies UK Companies House published, and regularly updates, coronavirus guidance for companies in relation to several company secretarial requirements, e.g. filing documents, share buy backs, etc., and other information relating to their services, employees and suppliers. Guidance for Companies House customers UK – All companies UK Companies House publishes guidance on temporary changes to Companies House filing requirements arising from (Filing Requirements) (Temporary Modifications) Regulations 2020 that were signed into law following enactment of the Corporate Insolvency and Governance Act 2020. Guidance on temporary changes to Companies House filing requirements Ireland – All Companies Ireland’s Companies Registration Office (CRO) published (15 April 2020) an update on services available for companies in relation to several company secretarial requirements, e.g. official document submissions, electronic filing, etc., and where to direct any queries. CRO–Update on Services Available Ireland – All Companies The Office of the Director of Corporate Enforcement (ODCE) published as part of their FAQ’s, a reminder that company directors continue to have statutory duties under Companies Act 2014. The ODCE indicate that where genuine efforts to comply with the Companies Act 2014 have been made and can be evidenced, the ODCE will have regard to such efforts in determining whether enforcement action is appropriate. ODCE FAQ Ireland – All organisations The Department of Business, Enterprise and Innovation issued protocols designed to support employers and workers to put measures in place that will prevent the spread of COVID-19 in the workplace when the economy begins to slowly open up. Return to work safely protocol UK – Public Sector UK National Audit Office publish a guide for Audit and Risk Committees on Financial Reporting and Management during COVID-19. Guide for Audit and Risk Committees on Financial Reporting and Management during COVID-19 Ireland and UK – All organisations Organisation for Economic Co-operation and Development (OECD) publishes policy measures to consider in order to avoid corruption and bribery in the COVID-19 response and recovery. Policy measures to avoid corruption and bribery in the COVID-19 response and recovery From professional bodies/organisations   Ireland and UK – Financial Reporting Chartered Accountants Ireland have assembled some information relating to the financial reporting implications of Covid-19. This may be of assistance to board members, audit committees, finance committees and advisors. Financial reporting implications of Covid-19 Ireland and UK – Statutory Audit Chartered Accountants Ireland have assembled some information relating to the audit implications of Covid-19. This may be of assistance to board members, audit committees, finance committees and advisors. Audit implications of Covid-19 UK – All organisations Chartered Institute of Personnel and Development (CIPD) collated guidance and protocols issued from the UK Government on returning safely to the workplace. Covid-19: Returning to the workplace Ireland and UK – All companies ICAS and ICAEW publish SME guidance on going concern. Directors are required to assess whether the business is a going concern when drawing up their annual accounts, and this should cover a period of at least 12 months from the date of approval of the accounts. Coronavirus has had a dramatic change on the performance and prospects of many businesses, leaving some under threat, and accounts will have to reflect its impact. This guidance is designed for owners and directors of SMEs to assess the prospects of their business in the wake of COVID-19. Covid-19 and Going Concern Guidance for Directors of SMEs Ireland and UK – All organisations ICAEW have published a short article titled “Assets and values – the fall-out from COVID-19”. It offers a viewpoint on valuing assets in the COVID and post-COVID environments and how it will engender more questions than answers, especially given the impact of various government interventions on returns. It is a useful thought-provoking article for Boards and Directors that may be assessing the value of assets in their organisations. Assets and values – the fall-out from COVID-19 Ireland and UK – Audit Committees International Federation of Accountants (IFAC) and Institute of Internal Auditors (IIA) produced an insightful article on Implications for Audit Committees Arising from COVID-19. Implications for Audit Committees Arising from COVID-19 UK – AGM’s Annual General Meetings (AGMs) UK: Guidance issued on guidance on Annual General Meetings (AGMs) in the UK and impact of Covid-19. The guidance was produced by law firm Slaughter and May and The Chartered Governance Institute, with the support of the Financial Reporting Council, GC100, the Investment Association and the Quoted Companies Alliance. Covid-19 AGM Guidance UK Note update re Corporate Insolvency and Governance Act 2020: FRC AGM guidance Ireland – AGMs and other company secretarial matters Annual General Meetings (AGMs) Republic of Ireland: Specific requirements under Companies Act 2014 and the organisations own constitution need to be considered in respect of holding AGMs (virtually or physically, in or outside the state, etc.), notifications to members, resolutions required, etc. The Chartered Governance Institute have collated several sources of guidance on AGMs in Republic of Ireland. Covid-19 AGM Guidance ROI Ireland and UK – all organisations Articles and other resources to assist boards and their advisors are available on Chartered Accountants Ireland’s Governance Resource Centre and Webinars microsite Governance Resource Centre   Webinars Ireland and UK – all organisations Webinar: Responding to COVID-19: Advice to Boards and Organisations (Thriving in Uncertainty). Advice to boards and organisations Ireland and UK – all organisations Webinar: How Boards Operate in Times of Uncertainty (including useful company secretarial insights and advice). How boards operate in uncertainty Ireland and UK – all organisations Governance Webcast Series: Ten-minute interviews with CEOs, executives, non-executives and key business advisors on experience to date and advice on dealing with Covid-19 crisis. Governance webcast series UK – all organisations Article summarising key corporate governance aspects of Corporate Insolvency and Governance Act 2020. New Act updates Corporate Governance in Great Britain and Northern Ireland Ireland and UK – all organisations Accountancy Europe published (20 March 2020) Coronavirus crisis: implications on reporting and auditing, exploring going concern, post balance sheet events reporting, impact on estimates and judgements and implications for the audit report. Coronavirus crisis: implications on reporting and auditing Ireland and UK – all organisations Accountancy Europe published (27 March 2020) five key steps for accountants to guide Small to Medium Sized Enterprises (SMEs) through the crisis. This is a useful read in context of SME governance. Accountancy Europe 5 key steps for SMEs Ireland and UK – all organisations Accountancy Europe published (10 April 2020) an overview of EU country responses to the implications of the coronavirus on reporting including going concern, key accounting standard considerations, filing deadlines and more. Note: article also references Chartered Accountants Ireland’s Covid-19 guidance for boards and corporate governance. Coronavirus crisis: country responses to the implications on reporting Ireland – Funds Industry The Irish Funds Association (Irish Funds) have published an online repository of announcements, updates and guidance on Covid-19 implications for the funds industry. Irish Funds Covid-19 online resources Ireland and UK – all organisations The Institute of Risk Management (IRM) published an online support page outlining some risk considerations for business and risk managers during the Covid-19 crisis. In addition to some UK specific references the risk considerations for organisations outlined and additional resources provided are relevant to organisations in Ireland and UK. Risk considerations for business during the Covid-19 crisis Other related information   Ireland - Charities Ireland’s national association of community and voluntary organisations, charities and social enterprises, The Wheel, have compiled details of several fundraising resources for Irish non-profits and community groups. Fundraising information and resources for non-profits during Covid-19 Northern Ireland - Charities Northern Ireland Council for Voluntary Action (NICVA) have published an online Covid-19 information hub providing supports and advice to the voluntary and community sector on coping with the crisis. NICVA Covid-19 Information Hub Ireland and UK – All organisations Financial Executives International (FEI) publish insights to how ESG issues are being discussed in the boardroom amid the COVID-19 pandemic ESG in the boardroom amid COVID-19 Crisis.   Last updated on 6 July 2020.

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      

In his latest short interview for the Governance Webcast Series, Níall Fitzgerald talks to CEO of Irish Residential Properties REIT Plc, Margaret Sweeney FCA, and discusses: The future of the Irish residential property market The impact of the Covid-19 crisis on how we work and board decision-making Perspectives on sustainability and the socially responsible measures organisations are taking.    

In his latest interview for the Governance Webcast Series, Níall Fitzgerald talks to recently appointed Chair of Irish Funds Association, Lisa Kealy FCA, to discuss:  •             The impact of the Covid-19 Crisis on the Irish funds industry •             Insights about fund manager and investor activity in recent weeks •             The expected role the Irish funds industry will play in Ireland’s recovery As investors continue to search for yields, in some cases willing to trade liquidity for above average returns, there is evidence the pandemic is driving more interest in Environmental, Social and Corporate Governance (ESG) investing. Ireland may well be on its way to becoming a green hub of investment management with sustainability at the heart of its industry and culture. We also hear of expected growth in the Irish funds industry as many multi nationals are looking to relocate high value roles such as product investment management and risk management to hubs like Ireland. In addition, the industry is continuing to offer many roles for graduates and experienced professionals returning to Ireland. To hear more from Lisa please watch her seven minute interview included in our Governance Webcast Series.

ICAS and ICAEW have today jointly published free-to-access guidance for owners and directors of SMEs to assess the prospects of their business in the wake of COVID-19. The guidance has been written by experts at ICAS and ICAEW to aid the many small and medium-sized businesses that have been affected by the coronavirus crisis as they prepare their accounts. Company directors are required each year to assess whether the business is a going concern when drawing up their annual accounts, and this should cover at least the 12 months from the date the accounts are to be approved by the directors. But coronavirus has had a dramatic change on the performance and prospects of many businesses, leaving some under threat, and accounts will have to reflect its impact. The publication explains to business owners and directors the importance of forecasting cash flow and how to reflect the impact of COVID-19. Additionally, it provides suggestions on how to work with auditors and accountants during the pandemic, including the need to provide evidence which shows that conclusions reached regarding going concern are reasonable. The guide is available here.

Bob Semple FCA writes about the secret sauce of electronic collaboration and the opportunities technology presents to apply a cost effective new approach to virtual meetings. He highlights technology features that, when used, can make a positive difference to the meeting experience. Whether you are organising your next virtual team, management or board meeting, Bob shares his top tips on how to reinvent the meeting in order to get better participation and outputs. Read virtual meetings gone wrong – a guide for the bewildered.

Many companies are facing unprecedented uncertainty about their immediate prospects in an environment which may challenge or disrupt their usual management and governance processes. The FRC have issued guidance highlighting some key areas of focus for boards in maintaining strong corporate governance and provide high-level guidance on some of the most pervasive issues when preparing annual report and other corporate reporting including Interim Reports. Interim reports Directors will need to exercise judgment about the nature and extent of the procedures that they apply to assess the going concern assumption at the half‐yearly date.  This might include disclosures of: any material uncertainties to going concern; assumptions made about the future path of COVID-19 and the public health responses; the projected impact on business activities; use of government support measures; and access to bank and other financing.  It is a matter for a company to decide whether to engage their auditors to perform an interim review engagement– it is not a legal or regulatory requirement.  However, feedback the FRC has received from investors indicates that such a review provides valuable assurance, and this may be particularly so in the current environment.   Read the full guidance here.    

In a new series of webcasts featured in our Governance Resource Centre, senior leaders and experts share their perspectives on the governance response to the Covid 19 crisis, including: The challenges, and opportunities, organisations have experienced so far. The actions a board or organisation can take in response. The changes businesses, the profession and the economy face in the post-pandemic world. In discussion with Níall Fitzgerald, the interviewees share their experience of navigating their organisations through the challenges presented by the pandemic. They provide advice to boards and executive management who are addressing the impact of the crisis on their organisations.  Niall Gibbons, Tourism Ireland, shares the perspective of the CEO of an all-island organisation with global operations. Andy Banks, Partner, Risk Assurance at PwC, offers his advice to boards, audit and risk committees about key considerations when responding to the crisis. Dr Attracta Lagan, principal of Managing Values, a business ethics consulting firm in Australia, shares her insights and experience from an ethics perspective on dealing with these seismic changes. Dermot Crowley, Deputy CEO of Dalata Hotel Group Plc, describes the experience of a senior executive of a business operating across Ireland and the UK. Pamela McCreedy, Chief Operating Officer of the Northern Ireland Audit Office, shares the public sector perspective on responding to the Covid-19 crisis. The Governance Webcast Series: Responding to Covid-19 is available here   

In March, Níall Fitzgerald, spoke with the CEO of Carmichael, Diarmaid Ó Corrbuí, about creating an ethical culture in charities and non-profit organisations. The discussion, now available as a Carmichael Podcast, included highlighting the various important roles Chartered Accountants play in the non-profit sector as employees, trustees, volunteers, auditors, accounting and professional advisors, and donors. The conversation explored several issues including: What is ethics and how organisations in the charity/non-profit sector can ensure they have an ethical culture. The role of the board and the senior management team in defining the core values of the organisation and ensuring they are demonstrated in everyday behaviour. Challenges in relation to speaking up, whistleblowing and identifying who you can turn to when you want to raise a concern. Reporting on organisational culture and demonstrating integrity in the annual report. How an organisation might assess the need for change in its culture and a process for implementing that change. The podcast refers to Chartered Accountants Ireland’s free publications Concise Guide of Ethics & Governance for the Charity and Not-for-profit Sector and Concise Guide for Directors: A Five-step Approach to Considering Organisational Culture, available to download from our governance resource centre at www.charteredaccountants.ie/governance. The Carmichael Podcast is available to listen to here.

The speed at which the Covid-19 crisis is continuing to escalate is testing the resilience of organisations in ways that are unprecedented. Boards and executive management need to work together to stay informed about the rapidly changing situation, ensure the continuity of business and the wellbeing of employees, customers and suppliers. Decision-making and management styles need to adapt to effectively manage the uncertainty and disruption caused by this pandemic. Strong and effective leadership is required, and it is important to distinguish the roles expected of the board and executive management in this regard. The board has an important oversight role: monitoring, reviewing and ensuring executive management are taking appropriate actions in response to the crisis. At the same time, the board should be a source of advice and counsel to executive management, guiding and supporting their decision-making. While the board remains ultimately responsible for the organisation, the CEO and executive management are responsible for managing the day-to-day responses to the crisis, for managing the resources to ensure business continuity. In recent days, I have discussed the present crisis with a number of executive and non-executive board members from organisations in various sectors of the economy, from charities sector to multinational corporations, and have summarised their experiences and insights under the four headings below. 1. Putting business continuity plans into action While all board members interviewed said their organisation have a business continuity plan (BCP) in place, these range from a recently developed ‘to-do list’ in a charity to a sophisticated crisis-management process that is tested annually by a global financial services organisation. No plan survives the battlefield and all acknowledged that their BCP is not static. It is evolving in response to imperfections exposed on execution. Some organisations seem to have underestimated the work and facilities required to enable employees to work remotely. The availability of hardware has been a big challenge. A board member of a large private company with a relatively mobile global workforce familiar with working from home on occasion, said they underestimated the additional challenges that arise when all employees are suddenly asked to do so five days a week. Challenges included ensuring staff have correct ergonomic guidance (e.g. desk and chair set up) and managing productivity expectations at a time when employees are being asked to manage both the priorities of work and the priorities of home. Board members from organisations operating in a global marketplace shared insights from how they have been dealing with the crisis since its origins in December 2019. With parts of their operations either controlled directly in or outsourced to other parts of the world, they are closely monitoring what is happening globally. There is an additional challenge for these organisations to update their crisis response plans to respond according to the latest informed intelligence for each jurisdiction they operate in and ensure that the updates are disseminated and acted upon. All see agility and innovation as being key to resilience and survival in these times. Examples from the charities sector include creating online funding campaigns to replace foregone income from street and corporate collections on national fundraising days, and redeploying people facing volunteers to reach out to vulnerable people by phone.  2.  Don’t be a board in isolation Though one board thought it best to cancel its meeting to allow management time and space to deal with the crisis (a decision it quickly reversed), all organisations reported regular and ongoing engagement between the board and executive management, including meetings, updates and liaison with individual board members. All board members interviewed are becoming increasingly familiar with video conferencing technologies such as Microsoft Teams, Zoom and Skype. Some board members highlighted that while there are benefits to holding meetings digitally, there are new challenges, such as how to chair an online board meeting, prioritising the agenda to defer non-urgent (but important) management reports and presentations, and ensuring appropriate discipline in faster-paced decision making. A global financial services organisation is providing more regular updates to its board during the crisis. Maintaining a focus on governance is vital amid the noise and haste. It already has strong governance and regulatory frameworks in place to deal with the pace of change in financial markets and for making big decisions. What is different now is the nature of these decisions, and this is where the depth and breadth of the board’s composition and skills come to the fore. The work of governance functions including audit and risk management remains important and many organisations are virtually engaged with their statutory auditors and other external advisors. 3.  Ask the right questions Our instinctive flight or fight response and natural desire to get past pain and discomfort can quickly, without a calming influence, lead to careless solo runs, wild decisions and poor judgement. There will be elements of the decision-making process during this crisis that will require collective input from the board, internal and external experts, as well as the executive management team. Having access to a diversity of ideas will improve the quality of the organisation’s responses. As a board member of a food distribution company put it, the risks they have to manage in ensuring that supply chains remain open and products can be sourced, that there are sufficient employees available to work, and that employee and public safety concerns are addressed, were front and centre at their last meeting until another board member raised the question of reputational risk. This led to a discussion and concrete actions decided to ensure that measures, already in place, to prevent opportunistic practices such as price gouging, stockpiling, dealing with disreputable suppliers, bribery and corruption, were augmented and enhanced. Executives and non-executive board members alike highlighted the benefits of a calming voice on the board and someone that cuts to the chase and focuses what is within the control of the organisation to action and influence. 4.  The post-pandemic world Even if in survival mode, boards must acknowledge that firefighting alone will not ensure continuity and that opportunities for future benefits must be actively sought out. At this early stage, it is possible speculate on the changes the post-pandemic world will bring for businesses. For example, some organisations will revisit their business models by exploring online trading channels and changing payment handling/processing (card vs cash). More flexible working-from-home arrangements are likely to facilitate greater job satisfaction, employee retention widen the geographical net for recruiting talented people. Each person I spoke to said that they will see at least one significant change in their business in the aftermath of the pandemic crisis, for example: The shared experience of pulling together and surviving this will mean that kindness, solidarity, empathy and social responsibility will become stronger elements of organisational culture. The availability of clear evidence, e.g. improved air quality, will support decisions in relation to the environmental and social impact of working from home, curbing non-essential travel, virtual trading, etc. The social contract is being rewritten and the risk of sudden job losses arising from global ‘black swan’ events resulting in unprecedented state intervention will influence future government policy and taxation. We are in uncharted territory and we should expect changes in business and society now and when we come through this crisis. As the crisis unfolds, new and important information is becoming available from various sources. Chartered Accountants Ireland regularly publishes relevant content on its website, as webinars, articles and checklists, for example collating pronouncements from government, regulators, Revenue/HMRC, listing authorities and registrars. There are also be regular updates relevant to the impact on members’ businesses of the Covid-19 outbreak. Níall Fitzgerald FCA, Head of Ethics and Governance, Chartered Accountants Ireland Download a pdf of the article

Shane McAleer writes: “That would be an ecumenical matter!” The Ethics Research Report, published by Chartered Accountants Ireland in January 2019, reported that “94% of respondents have ‘observed or encountered’ some level of unethical behaviour during their professional career”. Due to the nature of their business, members working in practice can be more exposed to certain ethical dilemmas. In my experience, the following are two typical dilemmas that can arise and, unless appropriately managed, may potentially lead to unethical behaviour. Business & professional client relationship vs close personal friendship Over time, practitioners can develop a good professional relationship with their client. On some occasions this can develop into a closer personal friendship which, in some circumstances, can expose the practitioner to a threat to their professional ethics. The level of threat can vary. For example: Acting for two clients, both friends of the practitioner, on opposite sides of the same transaction can present a greater threat to independence (breach of objectivity) than perhaps having two bookkeeping clients who happen to be competitors Casually discussing a client’s affairs over a drink with a mutual friend can present a breach of confidentiality. There are safeguards in the Code of Ethics, or the Ethical Standard for Auditors, to help manage these. The ultimate safeguard is resignation, but only insofar as the threat arises between the client and the practitioner. Where the misconduct arises through an action of the client, then this can lead to specific professional responsibilities, e.g. whistleblowing or reporting suspicious transactions under Anti-Money Laundering legislation. Such scenarios can present an ethical dilemma where the practitioner is torn between the value of friendship and their professional obligations. For some, the dilemma can deepen where the client pleads for discretion. This segues to another typical dilemma, below. Expectations to deliver vs Undue pressure/influence from the client or management Situations can arise where practitioners are put under undue pressure/influence from the client to “turn a blind eye” on certain matters. This pressure may also come from management within the practice. In my experience as an insolvency practitioner, I have come across scenarios in companies where a potential ethical threat existed for the practitioner previously advising or auditing the company. In one scenario, a sole practitioner provided audit and tax advice to a large family company for many years. There was a good relationship with the client, given that the client had followed from a firm where the practitioner had previously worked. Over time, the owner/director amassed a significant director’s loan. The practitioner was aware of the loan but for several years it was not disclosed correctly in the accounts. The relevant taxes associated with the loan were not submitted. In another scenario, a practitioner prepared management accounts, showing a solvent position, for the purposes of providing these accounts to a secured lender. The practitioner was aware that the accounts were materially different from the actual position, i.e. an insolvent one. The client was insistent that failure to present a solvent position would result in financial support being withdrawn, with the potential loss of the business and jobs. The facts of the cases in scenario one and scenario two suggested that the practitioner had, perhaps inappropriately, succumbed to pressure from the client to agree with the client’s rationalisation that it was in the best interests of the company to account for matters in this way, and even that the company’s survival may depend upon it. Perhaps, the decision to accommodate the client was influenced out of a sense of loyalty. Perhaps it was out of fear of losing a client. Or, perhaps it was out of a lack of awareness of the relevant requirements! In addition to the safeguards outlined in the ‘Code of Ethics’, there are a number of supports available to all Members and their staff from the Institute, including the Ethics Resource Centre which contains a number of articles and publications to assist members to reach a decision. The Practice Consulting team will always be willing to advise members in practice in dealing with ethical issues and, in addition, CA Support is open to all members to assist them in times of difficulty. Shane McAleer is a director in Somers Murphy & Earl Corporate Services Limited. He is a member of Council, the Institute’s Ethics and Governance Committee, and the Members in Practice Committee. He is also a member of the CCAB-I Insolvency Committee.