Boards and Corporate Governance – Covid-19 Implications

May 01, 2020

Boards and their advisors will need to consider how the spread of coronavirus will affect 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 weeks, 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 a very fast-moving 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. This is a rapidly evolving situation. 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 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 are 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 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

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

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 – 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

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

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

This page was last updated on 1 May 2020