On 17 November 2023 HM Treasury published guidance on Ownership and Control: Public Officials and Control guidance. The guidance sets out that the Foreign, Commonwealth and Development Office  does not generally consider designated public officials to exercise control over a public body in which they hold a leadership function, such that the affairs of that public body should be considered to be conducted in accordance with the wishes of that individual. However, if there was sufficient evidence to demonstrate that the designated individual exercises control over the public body within the meaning of the relevant regulations, then the relevant legal test under UK sanctions regulations may be met. The guidance follows on from a notable decision of the UK Court of Appeal Mints & Ors v PJSC National Bank Trust & Anor [2023] EWCA Civ 1132 which was handed down 6 October 2023. Please click here for our recent news item on the judgment. Please also see the recent UK High court case of 15 November 2023 Litasco SA Claimant, Der Mond Oil and Gas Africa SA and Locafrique Holding SA. There the High court judge appears to create a test that distinguishes between actually existing control and prospective control, stating his belief that the better interpretation of Regulation 7(4) is that it is concerned with an existing influence of a designated person over a relevant affair of the company …. not a state of affairs which a designated person is in a position to bring about. Were matters otherwise, it would follow that President Putin was arguably in control, for Regulation 7(4) purposes of companies of whose existence he was wholly ignorant, and whose affairs were conducted on a routine basis without any thought of him. Readers can also listen to a recent (20th Nov 2023) interesting webinar on the subject entitled “Webinar with UK government on sanctions ownership/control”. The webinar was hosted by UK firm Peters & Peters and the UK deputy director of sanctions David Drake and deputy director in OFSI Beth Davis spoke on the topic. Acknowledgement that any links to BAILII website (above) are free. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.    

Later this week, Chancellor Jeremy Hunt will deliver his second Autumn Statement on Wednesday 22 November. On the day, the Institute will be reporting on key tax announcements with detailed analysis to follow in next Monday’s Chartered Accountants Tax News. It has also been confirmed that the 2024/25 Scottish Budget will take place on 19 December 2023 and the Welsh Government has announced that it is planning to publish the outline and detailed draft budgets on 19 December 2023, with the final Budget scheduled for 27 February 2024. In last week’s cabinet reshuffle, Nigel Huddleston MP was appointed as Financial Secretary to the Treasury.  The recent King’s speech provided little insight into what the government’s future tax policy may look like, though perhaps this is not unexpected as a UK general election looms in 2024. However, one thing we do expect to hear about on Wednesday is the outcome of HMRC’s review into Making Tax Digital for income tax for the smallest businesses. Earlier this year, Chartered Accountants Ireland met with HMRC to discuss the review and highlighted several concerns, including the need for HMRC to increase the exemption threshold. 

This week we bring you news about new Guidelines for Compliance in relation to R&D tax relief claims and read HMRC’s email about new letters being sent in relation to R&D tax relief claims. HMRC has also published updated guidance on refunds of Section 455 tax on loans made by close companies to participators/associates, and, as previously advised, 23 November 2023 is the date by which action must be taken in respect of certificates of tax deposit. The latest Employer Bulletin is available which includes a timely reminder on reporting PAYE information in real time when payments are made early at Christmas and the November 2023 Agent Update has been published. HMRC performance statistics are now available for the quarter end September 2023 and HMRC has also recently launched a new marriage allowance tool.  R&D Guidelines for Compliance  On 31 October, HMRC published several Guidelines for Compliance (“GfC”) to help potential claimants check if work qualifies as R&D for tax relief purposes. References to claims for tax relief in the GfC mean either:- claims to additional deductions for R&D expenditure under the SME regime; or  claims to the R&D expenditure credit under the “large” company regime.  According to HMRC, the examples included therein aim to help companies understand general principles that apply to all R&D claims and have also been designed to help avoid common errors made when identifying and submitting R&D relief claims.    The GfC’s objectives are therefore to assist claimants to:-  find out if work may qualify as research and development for tax purposes;  understand HMRC’s expectations of those making claims;   better understand HMRC’s view of who is considered a competent professional;  be able to judge if a project is seeking an advancement in science or technology;  understand the meaning of ‘scientific or technological advance’ for tax purposes;   decide where the project begins and ends for the purposes of an R&D claim; and  understand the level of evidence relating to a qualifying project that HMRC may want to see.  According to HMRC, the publishing of these GfCs is an indication of HMRC’s commitment to improve and publish guidance that helps and supports claimants. In the coming months, HMRC is aiming to introduce further new guidance for potential R&D tax relief claimants.  HMRC also recently updated their directions under Regulations 3 and 10 of Income and Corporation Taxes (Electronic Communications) Regulations 2003 (SI 2003/282) in respect of the Additional Information Form (“AIF”) which must be submitted for all R&D tax relief claims from 8 August 2023. In limited circumstances, the updated regulations allow HMRC to accept the AIF to be submitted by email.   R&D letters  HMRC has sent the below email to Chartered Accountants Ireland which sets out details of new letters being sent out in relation to R&D tax relief claims which HMRC believes to be incorrect. Read the email below.  Email to Chartered Accountants Ireland  “In ‘HMRC’s approach to Research and Development tax reliefs’, we set out the scale of non-compliance in the regime, and the related need to use the full range of investigative and compliance techniques to address this.   One element in this is the use of paragraph 16 of schedule 18 to Finance Act 1998 where it’s appropriate for us to do so.   Paragraph 16 sets out:   “16(1) An officer of Revenue and Customs may amend a company tax return so as to correct–   (a) obvious errors or omissions in the return (whether errors of principle, arithmetical mistakes or otherwise), and   (b) anything else in the return that the officer has reason to believe is incorrect in the light of information available to the officer.”  We are correcting returns to remove Research and Development (R&D) tax relief claims where there is reason to believe they are incorrect, based on the information available to us. In these circumstances HMRC issues letters to help customers understand the reasons why we believe an R&D tax relief claim is not valid. This is aimed at claims where we’ve received information about the claim, but we believe it to clearly not be a valid claim (where there is any uncertainty an enquiry will remain the best option).   We wanted to highlight this approach to you in case you have had questions from your members.  New Letters  Additionally, we would also like to inform you of two letters the R&D Anti Abuse Unit (AAU) will be issuing imminently in response to claims being received that have a high risk of being invalid based on the information available to us:  The first letter will be issued where we suspect no advance in science or technology has been sought by the business, but where they may be advancing their own state of knowledge only.  The second letter will be issued in similar circumstances to the above but where the company is in a specific business sector where we wouldn’t normally expect R&D for tax purposes to have taken place, for example, hairdressers, beauticians, and personal trainers. Whether a company is in a specific business or trade sector is not the only consideration. This information is used in conjunction with other methods of identifying the correct customer base, so that we can reach as many companies as possible who may be approached by less than scrupulous R&D sales agents.   Both letters will request that the claimant reviews HMRC’s R&D tax relief guidance to see whether the activities they have claimed does qualify for relief. After reviewing the guidance, if the claimant finds that their activities does not qualify, they will be asked to amend their return with the R&D claim removed. If the claimant still believes they qualify, the letter will ask for them to provide further information to evidence the claim.”  Why are we issuing these letters  Reinforcing HMRC’s commitment to tackle error and fraud in the R&D tax reliefs system, the Anti Abuse Unit was set up in July 2022. The team’s aims include increasing compliance activity to quickly and effectively identify deliberately incorrect claims. The AAU also aims to increase HMRC’s efforts to educate, encourage and facilitate genuine businesses to get it right first time, reducing error as well as tackling abuse.  These letters are intended to both educate and reduce error, by informing businesses of the correct meaning of R&D for tax purposes, and tackle abuse of the system by ensuring clearly unqualifying claims are scrutinised."  Agent Update 114  Agent Update: issue 114 is available now. Get the latest guidance and information including:- electric charging of company cars and vans at residential properties;  property business arrangements involving hybrid partnerships – Spotlight 63;  second-hand motor vehicle VAT margin scheme deadline extension;  electronic sales suppression a year on: HMRC continues clamping down on major till fraud;  tips for when you must use post; and  the Income Record Viewer’s coding data extension from current year-only to include the previous 4 tax years.  Marriage allowance tool   We recently notified readers that at a recent meeting HMRC advised that although the marriage allowance online form is not currently mandatory, using the form may mean that claims are processed quicker. HMRC has now launched a new tool to help taxpayers calculate their potential tax saving if they claim the marriage allowance. Both parties to the relationship will need their national insurance numbers to use the tool which only works in simple cases.   If a taxpayer is in receipt of other income such as interest, benefits in kind or dividends, they will not be able to use the tool and should instead call the Income Tax helpline. 

In this week’s EU exit corner, we bring you the latest guidance updates and publications relevant to EU exit. The latest Trader Support Service bulletin is also available. The Secretary of State for Northern Ireland recently gave evidence on the Windsor Framework to the House of Lords Sub-Committee and the House of Commons Northern Ireland Affairs Committee. Miscellaneous updated guidance etc.   The following updated guidance, and publications relevant to EU exit are available:-  Appendix 2 C21e: Data Element 1/11: Additional Procedure Codes;  Notices made under the Customs (Northern Ireland) (EU Exit) Regulations 2020;  List of customs training providers;  Reference document for authorised use: eligible goods and authorised uses;  Reference Documents for The Customs (Tariff Quotas) (EU Exit) Regulations 2020;  Reference Documents for The Customs Tariff (Preferential Trade Arrangements) (EU Exit) Regulations 2020;  Reference Document for The Customs Tariff (Establishment) (EU Exit) Regulations 2020; and  Reference Documents for The Customs Tariff (Suspension of Import Duty Rates) (EU Exit) Regulations 2020. 

The European Parliament has recently issued a report on EU sanctions implementation and monitoring. It includes recommendations to reinforce the EU’s capacities to implement and monitor sanctions. The think tank writes that the EU should agree on a joint definition of what constitutes a competent national authority, ensure adequate guidance for the EU’s economic operators, enhance the involvement of implementation and enforcement expertise in the planning phase of sanctions regimes, and design a new horizontal sanctions regime to counter circumvention. You can access the think tank summary and the report here.

The consolidation underway in the global accountancy sector is set to continue in the New Year, driven by several factors, writes Mark Butler The global accountancy sector is experiencing a wave of consolidation driven by advances in technology, regulatory developments, succession challenges and the need for firms to enhance their service offering. Larger firms are seeking to increase their market share and capabilities by merging with or acquiring smaller, specialised operators. Hence, we are seeing more consolidation driven partly by the need to embrace digital transformation. This means that the traditional model of individual client acquisition is giving way to a more interconnected, specialist-driven model. Embracing digital tools and diverse distribution channels is becoming increasingly important for accountancy firms that want to stay competitive.  In 2024, we can expect to see a further rise in strategic mergers and greater emphasis on cultural alignment post-merger. Cultural alignment in mergers Merging firms must prioritise cultural alignment to ensure a smooth transition and harmonious collaboration. The success of a merger hinges on the compatibility of organisational cultures, values and work styles. This is especially true in Ireland, where the close-knit business community values relationships and a shared ethos. Client-first approach In Ireland’s accountancy sector, engagement and expertise are crucial for clients and younger professionals seeking to build their career. Being part of a firm where decisions are made locally provides a sense of identity and contributes to the long-term commitment of the merging partners. This trend is particularly evident as younger professionals seek alignment with firms that share their values. Strategic mergers for career growth Younger accounting professionals in Ireland are increasingly aware of the options available to them for career progression, and the potential impact mergers can have on their career trajectory. A merger with the right firm can help to enhance career prospects, leverage a broader client base, and access additional resources. Access to an international network is key to forward-thinking firms keen to ensure they retain clients as they in turn need access to global support.    Leadership trends In addition to digitalisation, consolidation and strategic mergers, firms also need to prioritise the recruitment of leaders who have the multifaceted skills to adapt to the evolving needs of the accountancy sector. Recruiting multifaceted leaders Accountancy firms should actively recruit leaders who have additional skills over and above core technical requirements – such as business development and innovation, for example. The ability of professionals to be willing and open to widening their skill base can help to ensure a firm's agility and adaptability in a rapidly changing environment. Cultivating leaders To drive ongoing growth, a clear view of the market is essential to ensure real, meaningful engagement with a firm’s target market. This targeted leadership approach ensures a deep understanding of evolving client needs and industry trends and, when done well over a sustained period of time, can yield significant benefits. Business development Emphasising business development as a core requirement for professionals leading specific functions within the firm is crucial. Growth doesn’t happen accidentally. Firms focusing on effective pipeline management for recurring revenue and project work tend to maximise opportunities, aligning business development strategies with growth objectives. Thriving in an evolving landscape The accountancy sector is undergoing transformation, led by consolidation, strategic mergers and digitalisation. Professionals and firms that prioritise cultural alignment and strategic growth strategies will likely thrive in this evolving landscape. Embracing change and investing in the right talent and technologies will be essential to navigating the challenges and opportunities that lie ahead and ensuring sustained success for accountancy practices in the future. Mark Butler is Managing Partner at HLB Ireland

Geopolitical uncertainty is reshaping boardroom priorities and acquiring the right expertise is crucial for strategic resilience, writes Dan Byrne Geopolitical risk: Is your board talking about it? If so, do they know how to handle it? The harsh reality is that many companies can’t do so properly. However, stakeholders are rarely patient when it comes to geopolitics. When something happens, they want a response from your corporate leadership.  The last thing your board needs to be is unaware of how to handle a situation, what to say, and how to adapt your strategy to changing global events. The challenge is processing that it’s all happening at once.  The news cycle is now dominated by the Israel-Hamas war. Before this started, the spotlight was on the Russian invasion of Ukraine and, before that, the chaotic US withdrawal from Afghanistan.  Meanwhile, we’ve got tensions between the West and China, the right-wing backlash against Brazilian and US elections, and unresolved Brexit issues – not to mention the protracted conflicts that are now so ingrained in the fabric of modern geopolitics. Every geopolitical crisis begins a new chapter of geopolitical pressure in corporate playbooks. The importance of geopolitical risk Assessing geopolitical risk is essential. It’s not going away and, depending on your company, it could be crucial to your strategy.  This doesn’t have to be direct – your company’s stance on a particular issue, for example. It can also be indirect – such as the businesses you work with within your supply chain. Many American companies have been shifting their manufacturing from China to other locations, such as Vietnam, out of fear that Chinese authorities could disrupt their business at the drop of a hat. Corporate leaders will be prodded by investors wanting to know if their company can survive through sanctions or consumers wanting to see their response to escalating conflict. The storm of questions will come; the challenge is how best to weather it. Expertise needed Experts in geopolitical risk will have the following skills: A deep understanding of corporate strategy and risk; Knowledge of global affairs, new or potential conflicts with global impacts, the intricacies of trade sanctions and the knock-on effects of government changes on international relations; and The ability to navigate through substantial geopolitical fallouts. The hard part is finding this expertise. Finding the right candidate to fill a board seat depends on multiple factors, like the availability of talent, training, networks, and an alignment of values. In some situations, this is a heavy ask.  It’s also worth noting that the market for geopolitical expertise is highly active right now as companies realise that they need to be prepared. Playing the long game Organisations should realise that the quest for geopolitical experience for your board may be a long game.  It can take time to find the talent that works well for your business – and it’s time that stakeholders may not always give you, pushing you for an answer and refusing to accept that you might need more time. That’s why it is essential to start now on geopolitical expertise if you haven’t already. If it feels like you’re playing catch-up, bear in mind that this won’t always be the case. Eventually, you will have the solid knowledge you need on your board to help you develop thorough answers to complex questions.  In reality, the world always moves faster than corporate governance is comfortable with, so it’s better to get ahead. Dan Byrne is a content writer at The Corporate Governance Institute

Navigating the intricate blend of personal and professional dynamics in family businesses presents unique challenges. Emma Richmond explores effective strategies for success and harmony By their nature, family businesses are a unique blend of personal dynamics and professional responsibilities. When an employee complains that the CEO’s daughter has been bullying them or an uncle has given himself a secret pay raise, it can become a significantly bigger issue for a family business than for any other. While allegations of bullying and financial impropriety can arise in any business, dealing with them in a family business can be particularly tricky – as you try to address the issues while also attending the annual family picnic, for example. There are many positives to a family business, however, such as shared values, deep trust, and long-term commitment. Still, we cannot deny that they face unique and added challenges. Being prepared for these challenges and putting in place the right structures can help to strike a balance and ensure the overall success of your family business. Here’s how to do it: Family versus professional roles One of the most common challenges in family businesses is distinguishing between family and professional roles. It can be difficult for an older brother to take instruction from a younger sister or an aunt to take instruction from a nephew. The very dynamic of a family business means that members wear multiple hats, serving as both relatives and employees or managers. These overlapping roles can lead to blurred boundaries and potential conflicts of interest. Establishing clear guidelines and communication channels that foster professionalism and respect is crucial, ensuring that personal relationships do not overshadow business decisions. It is also important to clearly document roles and responsibilities in employment contracts so that there is clarity on all sides. Succession planning and leadership Succession planning is critical in family businesses. Determining who will take over leadership roles and ensuring a smooth transition requires careful consideration. Emotions and family dynamics can complicate this process, leading to disagreements, power struggles, and potential talent gaps. Creating a structured succession plan that includes objective criteria for selecting successors, open communication, and opportunities for non-family members to contribute to the company’s growth is essential. As with all recruitment and promotions, a clear and transparent process can help to avoid conflicts. Managing performance and meritocracy Maintaining a fair and merit-based performance evaluation system is crucial for the long-term success of any business. However, in family businesses, there can be a perception of favouritism or nepotism, particularly if family members receive preferential treatment or promotions based on their surname rather than their abilities. Implementing transparent performance evaluation processes and detailing this in a policy, providing developmental opportunities for all employees, and actively encouraging a culture of recognition can help mitigate such concerns. Conflict resolution and communication Conflicts are inevitable in any workplace, but they can be especially complex in family businesses due to existing personal relationships. Disagreements among family members can quickly escalate, affecting work dynamics and family harmony. Effective conflict resolution strategies, such as regular family meetings, mediation, and open and honest communication, can help to address conflicts promptly and maintain a harmonious work environment. Retaining and attracting non-family employees Family businesses often face challenges in attracting and retaining non-family employees. These employees may perceive limited growth opportunities or feel excluded from key decision-making processes. To counter this, family businesses should: foster a culture that values and respects the contributions of non-family employees; ·offer competitive compensation packages; provide opportunities for career growth; and establish transparent promotion processes based on merit rather than familial ties. More often than not, non-family employees will embrace the culture of trust and shared values as demonstrated by the family members themselves, which can in itself create a very loyal employee. Maintaining balance Managing issues in family businesses requires a delicate balance between preserving family dynamics and fostering a professional work environment. By addressing the challenges of family roles, succession planning, performance evaluation, conflict resolution, and employee retention, family businesses can navigate these issues effectively and thrive in the long term. Clear employment contracts and policies will go a long way to maintaining a healthy and successful balance between family and business in these unique organisations. Emma Richmond is a partner with Whitney Moore

Welcome to this edition of Technical Roundup. In recent developments, Global Reporting Initiative has announced the upcoming launch of the Sustainability Innovation Lab which is being established to enable companies to meet their evolving sustainability disclosure requirements and the Financial Reporting Council invites stakeholders to attend a webinar on Thursday, 23 November on its consultation to strengthen auditor requirements to detect and report material misstatements from non-compliance with laws and regulations. Read more on these and other developments that may be of interest to members below. Financial Reporting EFRAG, the European Financial Reporting Advisory Group has published its draft comment letter in response to the International Accounting Standard Board’s  Exposure Draft- Annual Improvements Volume 11. The Exposure Draft proposes minor improvements and clarifications in relation to IFRS accounting standards. In its draft response, EFRAG agreed with the majority of the proposed changes, and disagreed with proposed amendments to IFRS 9 on derecognition of lease liabilities. EFRAG has released its October 2023 update which summarises public technical discussions and decisions taken in the month. EFRAG has updated its Endorsement Status Report, which now reflects the EC’s endorsement of IAS 12 International Tax Reforms – Pillar Two Model Rules. The Financial Reporting Council (FRC) has published its latest thematic review “IFRS 17 ‘Insurance Contracts’ Interim Disclosures in the First Year of Application”. IFRS 17 became effective on 1 January 2023 and represents a fundamental change in accounting for insurance contracts, introducing a comprehensive principles-based approach to replace the previous approach under IFRS 4. The report aims to provide examples of better practice for companies when considering the completeness of their upcoming and year-end disclosures. Whilst identifying some areas for improvement, the FRC noted that overall they were pleased with the quality of IFRS 17 disclosures. The IFRS Foundation has published Compilation of Agenda Decisions- Volume 9. This compilation includes three agenda decisions from the IFRS Interpretations Committee (IFRIC) covering; Premiums Receivable from an Intermediary (IFRS 17 Insurance Contracts and IFRS 9 Financial Instruments); Homes and Home Loans Provided to Employees (IAS 19); and Guarantee over a Derivative Contract (IFRS 9). The Financial Reporting Council (FRC) has published a consultation paper on proposed changes to the Actuarial Standard Technical Memorandum 1 (AS TM1) (and its Annex: Exposure Draft of version 5.0 of TM1) to reflect the changes in the market conditions and outlook. Following on from King Charles Speech to Parliament on 7 November the FRC has highlighted that the UK Government’s plan for primary legislation to modernise the regulation of audit, corporate reporting and governance has not been prioritised for the next Parliamentary session. Assurance and Auditing On August 2, the International Auditing and Assurance Standards Board (IAASB) launched a public consultation on its landmark proposed global sustainability assurance standard, International Standard on Sustainability Assurance (ISSA) 5000, General Requirements for Sustainability Assurance Engagements.  The results of this campaign have now been published. IAASA has published five factsheets providing an overview of its role and approach to the quality assurance review of the audits of public interest entities in Ireland.  The factsheets summarise the review process of the relevant firms and give a set of links to access other relevant information such as previous thematic reviews and IAAS’s annual reports. The FRC is holding a webinar on Thursday, 23 November on its consultation to strengthen auditor requirements to detect and report material misstatements from non-compliance with laws and regulations. Sustainability EFRAG and CDP have announced that they will cooperate to maximise alignment of CDP’s global environmental disclosure platform with the EU’s environmental reporting standards. This alignment is intended to drive market uptake of the European Sustainability Reporting Standards. In doing this, CDP, supported by EFRAG, will offer webinars and detailed technical guidance materials to support companies reporting on ESRS data points through CDP. Global Reporting Initiative (GRI) has announced the launch of a Sustainability Innovation Lab. This is being established to enable companies to meet their evolving sustainability disclosure requirements and to encourage innovative thinking. ESG Governance – Questions Boards should ask to lead the Sustainability Transition: This document, issued by Accountancy Europe, ecoDa and ECIIA, aims to help boards with embedding sustainability – and specifically environmental, social and governance (ESG) factors, into company strategy and business models, and to ensure that proper governance supports this. Anti-money laundering and Sanctions The latest edition of the UK National Crime Agency SARs Reporters Booklet for November 2023 whereby it shares perspectives on the SARs regime, is now available on their website. The European Commission has this month published a full list of PEPs for EU countries. The list for Ireland bear close resemblance to the list in the guidelines that were issued by the Irish Dept. Of Justice in January of this year. The European Parliament has recently issued a report on EU sanctions implementation and monitoring. It includes recommendations to reinforce the EU’s capacities to implement and monitor sanctions. The think tank writes that the EU should agree on a joint definition of what constitutes a competent national authority, ensure adequate guidance for the EU’s economic operators, enhance the involvement of implementation and enforcement expertise in the planning phase of sanctions regimes, and design a new horizontal sanctions regime to counter circumvention. You can access the think tank summary and the report here. Insolvency The first in a series to introduce members of the Consultative Committee of Accountancy Bodies – Ireland (CCAB-I) Insolvency Committee was recently published. The first edition, available here, features Cormac Mohan. Cormac is the managing partner at Fitzwilliam Corporate Insolvency, a Dublin based corporate restructuring practice. He is an experienced Insolvency Practitioner; Past President of CPA Ireland and is a member of the CCAB-I Insolvency Committee since 2016. Other News The European Securities & Markets Authority (ESMA) is inviting comments re Consultation on the review of Tier 1 CCP Fees regarding all matters in this paper and in particular on the specific questions summarised in Annex 1. ESMA will consider all comments received by 10 November 2023. ESMA has also published the latest edition of its Spotlight on Markets Newsletter for October 2023. The FRC has published the 2023 suite of FRC Taxonomies.  The 2024 suite incorporates changes to all of the FRC’s Taxonomies - UK IFRS, FRS 101, FRS 102, UKSEF, and Charities – available in English or Welsh. The FRC has published its Review of Corporate Governance Reporting. This report showcases examples of high-quality and insightful corporate governance reporting by companies. In its report, the FRC noted that they were encouraged by the fact that companies were more transparent in reporting departures from the Corporate Governance Code, but were also disappointed by the many examples boilerplate reporting which fails to meet stakeholder expectations. The Charities Regulator's latest newsletter has issued which includes important dates for your diary and the impact of volunteers are themes throughout this month’s edition.   The Financial Conduct Authority have issued Discussion Paper 23/4: Regulating cryptoassets Phase 1: Stablecoins.  The DP will help develop their regime for flat-backed stablecoins including when used as a means of payment. The European Commission have published a Draft Act on Supervision of crypto-assets – criteria, procedures and fees.  This draft act is open for feedback until 6 December. The Irish Competition and Consumer Protection Commission (CCPC) has recently published its Strategy Statement 2024-2026. The press release states that the statement sets out four strategic goals which span the CCPC’s broad remit and work. It will work to use its tools, including new powers, to increase enforcement and compliance outcomes, empower consumers to make informed choices, be the leading voice in promoting open and competitive markets and representing the interests of consumers and evolve and grow in size and capability. You can read the strategy statement here. The Governor of the Central Bank recently addressed the Irish League of Credit Unions conference. He spoke on a range of matters including the significant opportunity provided by the Credit Union Amendment Bill and of the significant opportunities which exist in relation to credit union lending. You can read further details here .Also this week the Central Bank has published Individual Accountability Framework Standards and Guidance .The press release on its website states that  Following a three month consultation process, the Central Bank has published a Feedback Statement and issued draft Regulations and Guidance to firms on the Individual Accountability Framework. The Corporate Enforcement Authority (CEA) has opened a subscription to its newsletter mailing list. It aims to send a CEA newsletter every quarter to provide subscribers with updates on CEA news and company law matters. You can sign up to the newsletter by going to the CEA home page. A reminder to readers that the CRO has published its Christmas filing deadlines and clarifies that processing before the Christmas break of submissions received after the dates below cannot be guaranteed:      FE PHRAINN ONLINE SCHEME 12 DECEMBER 2023 A1 ORDINARY ONLINE SCHEME 7 DECEMBER 2023 CHANGE OF NAME 8 DECEMBER2023 REREGISTRATIONS 8 DECEMBER 2023 COMPANY NAME RESERVATIONS 15 DECEMBER 2023   For further technical information and updates please visit the Technical Hub on the Institute website.

This week, 6-10 November 2023, is Charity Trustees’ Week, an opportunity to acknowledge the contribution of volunteer trustees and celebrate their valuable work in the governance and leadership of charities.   We wish to acknowledge the enormous contribution of Institute members, many of whom contribute to the charity sector as managers, employees, trustees, auditors, professional advisors, volunteers, regulators and, of course, as donors.  On 16 November, Chartered Accountants House hosted the awards ceremony for the annual Good Governance Awards for non-profit organisations. We are delighted to again partner with Carmichael for this important initiative that recognises and encourages good governance practice by charities and other non-profits in Ireland. All entrants receive feedback from a small army of volunteers, including 76 experienced and expert assessors and judges, and eight accountancy firms. Over 200 people registered to attend the awards ceremony.  Opening the event, Deputy President of Chartered Accountants Ireland, Barry Doyle said “The charity and non-profit sector is of huge benefit to our whole society. It provides services to the vulnerable, fills a social need, and progresses sports, arts and recreation initiatives across the country. Many within it couldn’t function without donations from the public. By championing accountability, good governance, and transparency, the sector can ensure that public funding as well as charitable donations remain forthcoming.” Commenting on the awards, Níall Fitzgerald, Head of Ethics and Governance, Chartered Accountants Ireland, and an awards judge, observed: “The quality of governance and reporting remains high, and there is evidence that entrants are implementing feedback received from the awards in earlier years. There are often narrow margins between winners and runner ups. In these situations, the winner often gains an edge through a combination of clear and concise storytelling that demonstrates the impact of the organisation and the challenges it faces, transparent disclosure of the organisation’s approach to risk management and how this is aligned with its vision, mission and values.” Consistent with last year, the higher-scoring entrants are reporting beyond minimum requirements on issues like diversity, equity and inclusion, and also acknowledging the social and environmental impact of their work on beneficiaries, and society as a whole, for example aligning activities with the UN Sustainable Development Goals, or providing some insight on the organisation’s carbon footprint.” Well done to the organisations that demonstrated their commitment to good governance by entering this year’s awards, and congratulations to this year’s winners: Category  Winner  Organisations with annual turnover < €100,000  NiteLine  Organisations with annual turnover €100,000 – €250,000  Kilkenny Volunteer Centre  Organisations with annual turnover €250,000 – €750,000  Spraoi agus Spórt  Organisations with annual turnover €750,000 – €2.5 million  Leave No Trace Ireland  Organisations with annual turnover €2.5 million – €10 million  Barretstown  Organisations with annual turnover €10 million – €50 million  Jigsaw, the National Centre for Youth Mental Health  Organisations with annual turnover > €50 million  Trócaire See more governance news on the Governance Resource Centre

Welcome to the series which will introduce members of the Consultative Committee of Accountancy Bodies – Ireland (CCAB-I) Insolvency Committee over the coming months. We hope to provide information on the work of the Insolvency Committee and insights into the careers and experience of our Committee members. Today we will hear from Cormac Mohan. Cormac is the managing partner at Fitzwilliam Corporate Insolvency, a Dublin based corporate restructuring practice. He is an experienced Insolvency Practitioner; Past President of CPA Ireland and is a member of the CCAB-I Insolvency Committee since 2016. Tell us about your career to date and your route to being an Insolvency Practitioner I grew up in a family business along a border village in Co. Monaghan. I was exposed to a business environment from a young age. I graduated with a business qualification and decided to pursue an accountancy qualification through CPA Ireland while working at the Coca-Cola concentrate plant in the early ‘90’s . After qualifying as an accountant, I took up several international roles with the Coca-Cola Company, setting up new operations as financial controller, mainly in the Nordic countries - Norway, Finland, Sweden and Switzerland. This was my first exposure to corporate restructuring including acquiring , reorganising, and downsizing businesses.   The opportunity then arose for me to return to Dublin and work with Microsoft European Operations Centre as a senior business manager. After the Tech bubble crash in the early 2000’s,  I set up a city-centre based Accountancy practice which has now evolved into FM Accountants & Business Advisors. Overtime I diversified the business, as an Insolvency Practitioner, into corporate restructuring under Fitzwilliam Corporate Insolvency. I always had a keen interest in this area. The company specialises in the area of independent expert reports, examinership, members voluntary liquidations and broadening the service level to creditor Liquidations. Completing a diploma in Corporate Restructuring & Insolvency with the Law Society of Ireland 2012, a Diploma in Forensic Accounting &  Commercial mediation enhanced my skillset. This was my circuitous route to becoming an Insolvency Practitioner. Are you where you expected to be in your career? When I started, I did not have a clear career path mapped out. It was the flexibility and mobility of an accountancy qualification that allowed me to build the career that I have today. It enabled me to work in varied industries around the world. That has been of significant benefit and the corner stone for the role as an Insolvency Practitioner in my career to date. Having spent more than a decade working in a multinational environment with both Coca-Cola and Microsoft, I changed career path to set up my own practice . Over the last 20 years , I have repositioned our business model on several occasions based on market needs and client expectations against the background of the economic external environment.   This has led me to the route of an Insolvency Practitioner in which I would argue that the skillset required is as much about problem solving and business recovery focused as its about liquidation or the winding up of companies. This skillset is often overlooked in the context of the work carried out by Insolvency Practitioners. One must pivot in both directions depending on the circumstances.   What was the best career advice you got along the way? While I was working in the Nordic countries with Coca-Cola, I was lucky to have  had a trusted  mentor,  a senior colleague from Iceland. He encouraged his key management team to be business leaders. His guiding principles were to be result-driven, don’t get lost in the detail and look beyond the numbers using intelligence coupled with the subject matter knowledge. This is what I would advise any aspiring Insolvency Practitioner. As a professional, you need to understand your limitations while recognising the commercial aspects of decision-making. It is about developing your skills to evaluate situations based on a limited amount of information which can give a competitive advantage. Recognise the difference between intelligence and knowledge is necessary to grow your career in any business. As Practitioners, we can rely too much on the more analytical side of the brain. We are not always aware of the importance of judgement and creativity in our work. Most important is to be yourself. Don’t oversell your ability to meet expectations. Prospective clients will appreciate the honesty. It is equally important to let your results speak for themselves. Be realistic about your ability to deliver and keep your ego in check. Based on your own experience, what advice do you have for young professionals looking to build a career in corporate Insolvency? My top tip for any recent graduate would be to consider a professional qualification, whether it be in Accounting or Law. It will give you a platform to build your skillset as an Insolvency Practitioner and  grant you the flexibility to pursue varied career paths within the corporate restructuring and  Insolvency arena. Work in an environment that builds a culture of learning and development within your team. Encouraging transparency and even frankness will avoid misunderstandings. It helps everyone get to the crux of the issue, particularly when there is not always a black and white scenario. To a degree Insolvency Practitioners are trained to analyse numbers based on a formulaic approach. While a deep understanding of a company’s balance sheet and trading performance of a business is a key ingredient of a Practitioner’s skillset, my advice is to develop the ability to look beyond the numbers and learn to make intuitive decisions. The Insolvency profession is becoming more diverse with the emergence of new technologies like artificial intelligence and robotic process automation. These technologies over time will give professionals more time to provide value-added business advisory and strategic services to their employers and clients. Lastly, I believe in the power of positivity and the importance of managing failure as well as success. When commitment and effort has been to the fore, it should be recognised, even if something has gone wrong. This approach will instil confidence and resilience. How would you define your work style, and how has this evolved over the years? I try to structure my work in a strategic way by prioritising the key tasks and eliminating possible risk early on. I focus on the objective and the ‘roadmap’ of how we are going to execute the strategy. Over the years, based on experience, you learn to manage risk and the downside, looking at the longer-term strategy while also being conscious of your limitations. Delegate. You can’t do everything yourself. Empower and encourage your team, giving them responsibility and ownership while holding them accountable. In terms of managing teams and individuals, what are your insights and views? Prioritise your team’s growth and development, looking beyond your own needs. If you don’t delegate, you will not scale your business. Let’s face it, today’s business world is set on a global stage. Technology is playing just a small role in making our world smaller. This has granted companies of all sizes the freedom to recruit the best people, wherever they are. Millennials are shaping the workplaces of today and the future. Equally, if not more important, is to promote and embrace gender equality in the workplace. Both culture and gender diversity are what shapes us. It is the reason we hold certain beliefs and diversity influences how we behave and is what gives us our identity. Historically, the trend in Insolvency has been male dominated. However, this trend has begun to reverse over the last number of years. In my view, both culture and gender diversity should be prioritised over the next decade to develop the profession further and attract new talent as a rewarding career path. It is a key priority and objective at present for the CCAB-I Insolvency Committee.     What about communication and negotiating the typical ups and downs of working life? Key to effective communication is avoiding the ‘take it or leave it’ approach. It is about being persuasive, so that people can adapt. You also must stay engaged, particularly when someone doesn’t buy into your approach. It may take time to get to the position you want while recognising the opinions and perspectives of those around you. Be persuasive and independent in your thinking, but don’t be overly opinionated. Make your points based on evidence and deep understanding while simplifying the message. Has networking played an important part in your career? All consultancy and professional businesses are essentially people focused. We all like to do business with someone we know, like and trust. So networking and making personal connections are a crucial part of the job. Most important is to be yourself. Don’t oversell your ability to meet expectations. Prospective clients will appreciate the honesty. What is the current position with regards to the level of insolvencies in Ireland? Based on the latest industry data, there has been a 33% increase in insolvencies in the year-to-date compared to the first three quarters of 2022. The topical discussion amongst Practitioners at present is the Revenue debt warehousing as it needs to be phased out by May next year. Recently the Minister for Finance confirmed that, as of the end of September 2023, almost 94 per cent of that debt has been repaid, leaving €1.87 billion still warehoused through the scheme. There is an expectation that the volume of work for Insolvency Practitioners will increase significantly over the coming months as these debt positions will need to be crystallised. Against the background of rising interest rates, a global economic downturn in certain sectors, some legacy taxation debt coupled with highly geared property debt certainly will have an impact on several businesses which will shift into insolvency certainly in Q1 /Q2 of next year in my view.  Disclaimer: The views of contributors to this series of articles may differ from official Institute and Consultative Committee of Accountancy Bodies - Ireland (CCAB-I) policies and are not necessarily endorsed by the Institute of Chartered Accountants in Ireland, its Council, its committees or any other person or entity associated with the Institute. The publishers, editor, and authors accept no responsibility for any errors or omissions or any loss resulting from any person acting, or refraining from acting, because of views expressed or advertisements appearing in this publication.

The Screening of Third Country Transactions Act 2023 was signed into law by the President on 31st October 2023 and is now available on the Irish statute book website. It is anticipated that the legislation will become operational in the second quarter of 2024. The legislation when operational will require that certain investments in critical Irish industries that are likely to affect Ireland’s security or public order must be reviewed by the Minister for Enterprise Trade and Employment (“Minister”). The legislation's monetary thresholds are relatively low. It will apply to transactions (or an accumulation of transactions in a twelve-month period) equal to or greater than €2,000,000. Third country is any non-EU/EEA country other than Switzerland. Therefore, the UK and the US fall within the definition of third country. The types of transaction to which the legislation will apply are set out in Article 4(1) (a)-(e) of the 2019 EU regulation establishing a framework for the screening of foreign direct investments into the Union such as critical infrastructure including energy, transport, water and critical technologies including aerospace, defence, energy storage. Please refer to the EU Regulation for full details. The trigger for a transaction to fall within the scope of the legislation is a change in shares or voting rights from 25% or less to more than 25% or from 50% or less to more than 50%. The Minister can review transactions post completion in certain circumstances and can call in certain transactions even if non notifiable where there are reasonable grounds for believing that the transaction would be manifestly contrary to Irish security or public order. Why does it matter? Given that the monetary thresholds are relatively low and the Minister has power to review even post completion, the new legislation should be on the checklist for consideration in client transactions. This information is provided as resources and information only and nothing in these pages purports to provide professional advice or definitive legal interpretation(s) or opinion(s) on the applicable legislation or legal or other matters referred to in the pages. If the reader is in doubt on any matter in this complex area further legal or other advice must be obtained. While every reasonable care has been taken by the Institute in the preparation of these pages, we do not guarantee the accuracy or veracity of any resource, guidance, information or opinion, or the appropriateness, suitability or applicability of any practice or procedure contained therein. The Institute is not responsible for any errors or omissions or for the results obtained from the use of the resources or information contained in these pages.    

The Philippines has joined the OECD/G20 Inclusive Framework on BEPS and has committed to addressing the tax challenges arising from the digitalisation of the economy by participating in the Two-Pillar Solution to ensure that multinational enterprises pay a fair share of tax in the jurisdictions in which they operate.  

Last week, Ireland joined its international partners in welcoming the new international standard, developed by the OECD, on the automatic exchange of crypto information between tax authorities. The Crypto Asset Reporting Framework is being delivered within the EU through an amendment to the Directive on Administrative Co-Operation.   A publication by the Irish government states that “Ireland is already a recognised global leader in exchange of information and today marks an important staging post which reinforces Ireland's commitment to best international practice in tax transparency.”  Read the joint statement.  

Last week the Institute was represented at meetings in London of the UK Domestic Advisory Group (“DAG”), and at the annual joint UK and EU DAG meeting. After the joint meeting with the EU, a statement was issued by the UK and EU DAG’s setting out the matters discussed in more detail. On day two, representatives from both DAGs and from civil society were present at the annual Civil Society forum which provided an opportunity to feedback to representatives of the UK Government and the European Commission on key issues and concerns in implementing the Trade and Co-operation agreement.  The UK DAG is conducting its work via the following sub-groups each of which aims to publish on GOV.UK an update on key issues being discussed in the near future:-  Business and Labour Mobility;  Trade and Customs;  Regulatory Cooperation and Level Playing Field;  Energy and Climate Change; and  Nations and Regions.  Chartered Accountants Ireland participates in the Nations and Regions sub-group and was in attendance at the most recent meeting of this sub-group which took place in Edinburgh on Friday 10 November. During this meeting, attendees heard from Dimitris Dimitriadis, President of the European Economic and Social Committee’s External Relations Section as well as Irene Oldfather Vice-Chair of the UK DAG and Chair of the Sottish Advisory Forum on Europe. Broadly, concerns about youth mobility, environmental targets and the need for clearer guidance on business and economic issues were heard.    During the UK DAG meeting, attendees heard from Professor Anand Menon (UK in a Changing Europe) about the 2026 TCA review process and what that might look like given the potential for a change in UK Government after the next election. Sir Oliver Heald, Leader of the Delegation and Co-Chair of the UK-EU Parliamentary Partnership Assembly, was also in attendance and listened to various concerns from the UK DAG’s sub-groups.  Last week’s meetings in London took place in the grand surroundings of Lancaster House (see photo) which has been used in previous series of Netflix’s The Crown and which also features in the final series starting later this week. The UK Government’s wine cellars are also located at Lancaster House. 

In early October, the Institute responded to the House of Lords Finance Bill Sub-Committee’s inquiry into draft Finance Bill 2023/24. As the Committee has now accepted this as evidence, the submission is available to read in the Tax Representations section of our website. The Institute’s submission was focused on two specific areas of concern in the draft Finance Bill:- The proposal to restrict the geographical scope of agricultural property relief and woodlands relief for inheritance tax to UK land and property only from 6 April 2024 – in August the Institute wrote to the Financial Secretary to the Treasury on the same issue; and  The proposal to potentially merge the UK’s SME and “large” company R&D tax relief regimes from 1 April 2024.    You can read the Institute’s recommendations in relation to both of these areas in the submission. 

In this week’s EU exit corner, we bring you the latest guidance updates and publications relevant to EU exit. The latest Trader Support Service bulletin is also available in addition to the most recent Cabinet Office Borders bulletin which recently returned from a break. The Minister of State has written to the Chair of the House of Lords Protocol Sub-Committee providing an update the on the implementation of the Windsor Framework (“WF”) and this Committee has recently launched a new inquiry into regulatory divergence and the WF. Miscellaneous updated guidance etc.   The following updated guidance, and publications relevant to EU exit are available:-  Check if a business holds Authorised Economic Operator status;  Apply to use Simplified Import VAT Accounting;  CDS Declaration Completion Instructions for Exports;  Split consignments: Tariff classification and import procedures;  Known error workarounds for the Customs Declaration Service (CDS);  Apply for an Advance Tariff Ruling;  Data Element 2/3 Documents and Other Reference Codes (National) of the Customs Declaration Service (CDS);  Additional Information (AI) Statement Codes for Data Element 2/2 of the Customs Declaration Service (CDS);  Customs Declaration Completion Requirements for The Northern Ireland Protocol;  Customs Declaration Service (CDS) waiver codes for imports replacing 999L;  Authorisation type codes for Data Element 3/39 of the Customs Declaration Service; and Split consignments: Tariff classification and import procedures.

HMRC recently continued its communication campaign on Pillar 2. In the UK, Pillar 2 will have effect in respect of in-scope groups’ accounting periods beginning on or after 31 December 2023. Letters to businesses are being sent to the Large Business (“LB”) population in addition to Wealthy and Mid-sized Business (“WMB”) taxpayers. The continuation of the communication campaign also includes letters to agent representatives, and articles in both the November 2023 Agent Update and HMRC Stakeholder Digest.   According to HMRC, steps have been taken to expand the avenues which correspondence is being issued to and HMRC is also encouraging potentially affected taxpayers to sign up to receive digital correspondence in future if they have not already done so.  The specific activity being undertaken commenced at the end of last month and is as follows:-  From Monday 30 October, letters began to issue to LB taxpayers that had not signed up to receive email updates;  From Friday 3 November, a bulk email was then issued to LB and WMB taxpayers, and to agents and representatives bodies who had signed up to receive email updates;  From Monday 6 November, letters began to issue to any remaining WMB taxpayers who had not previously signed up. 

HMRC’s latest schedule of live and recorded webinars for tax agents is available for booking. Spaces are limited, so take a look now and save your place.  

Do you use HMRC online services? Don’t be caught out by the planned downtime to some services. HMRC are warning about the non-availability of specific services on the HMRC website, a range of services are impacted. Check the relevant page for information on planned downtime.