Readers, in particular employers, may find useful A &L Goodbody thoughts and insights after 18 months of the new whistleblowing regime | A&L Goodbody LLP (algoodbody.com) .It is written 18 months after Ireland transposed the EU Whistleblowing Directive through the Protected Disclosures (Amendment) Act 2022 (“2022 Act”). It notes for example a substantial increase in the number of whistleblowing claims and discusses the question most frequently asked by its international employer clients. This is whether the employer can retain its centralised reporting channel at parent company level with the introduction of the 2022 Act or whether each legal entity in a group has to have its own internal reporting channels and procedures. Readers are also reminded of the Institute resources in this area. The Institute pages on protected disclosures on the technical hub have a large volume of information and resources available on this topic. 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.  

On July 5th 2024, Minister Peter Burke signed into law S.I. No. 336/2024 European Union (Corporate Sustainability Reporting) Regulations 2024. The Regulations bring the CSRD into Irish law and amend Irish legislation, including the Companies Act 2014. The CSRD entered into force on 5 January 2023, following approval at the European Parliament and EU Member States, including Ireland, were required to transpose this into local legislation within 18 months. Under the CSRD, certain companies are required to report on various sustainability matters in accordance with the European Sustainability Reporting Standards (ESRS). In addition to this, some companies who will not be required to report under the ESRS may have to provide sustainability information to companies in their value chain who are reporters under the standards. A key requirement of the CSRD is that assurance must be obtained in relation to sustainability information reported by an entity in scope. The Statutory Instrument amends Irish legislation, including the Companies Act 2014 and also introduces new sections into the Act. Amongst other things, the legislation addresses the following; The types of companies who will be subject to the CSRD, and the years in which they will have to report The requirement that companies within scope report their sustainability information in accordance with the European Sustainability Reporting Standards The introduction of new sections 1585 to 1648 to the Companies Act 2014 which address Sustainability Reporting The Companies who will be in scope for the CSRD in 2024, 2025, 2026 and 2028 Certain reporting exemptions for subsidiaries Consolidated sustainability reporting Electronic reporting format Additional documents to be annexed to applicable companies' annual returns Reporting obligations for certain branches of non-EU companies Transitional provisions which will apply until 6 January 2030 Provisions relating to how sustainability assurance engagements will be carried out, including the process for adopting assurance standards, reporting requirements and details of how opinions should be presented and signed Audit committee responsibilities for public interest entities relating to sustainability reporting Process for individuals or firms to apply for approval to act as a sustainability assurance service provider Transitional provisions available to certain persons which will exempt them from certain requirements to be approved as a sustainability assurance service provider Approval process for third country auditors or auditors from EU Member States to become sustainability assurance service providers in Ireland Oversight of the system of quality assurance by the Supervisory Authority and how the assurance of sustainability information will be supervised and regulated   The Institute's technical team is currently reviewing the legislation and liaising with members of their technical committees and will provide further detail in due course which will be available on the Institute's website.    

The Companies Registration Office have recently issued a guidance note in relation to The Do’s & Don’ts when filing B10 forms. The guidance note highlights some of the common issues that occur with filing B10 forms and assist presenters to avoid making mistakes when filing B10 forms. This is a very useful document and following the guidance should assist in ensuring that B10s are not rejected. Please note that the guide is not legal advice and should not be taken as such. If you have any further queries, please email the relevant CRO section at: companyofficers@cro.ie

The Department of Enterprise Trade and Employment has announced that the European Union (Adjustments of Size Criteria for Certain Companies and Groups) Regulations 2024 (S.I. No. 301 of 2024) were signed into law on the 19 June and come into operation on the 1 July 2024. The purpose of the Regulations is to adjust company size thresholds in line with 25 per cent inflation, thereby reducing the regulatory and administrative burden on some companies, which would otherwise become subject to audit and additional financial reporting requirements.  The Regulations, which transpose delegated Directive 2023/2775/EU, amend the Companies Act 2014 increasing company size thresholds as set out below. These size thresholds are contained in sections 280A to 280I of the Companies Act 2014, with company size being typically determined based on the company meeting two out of the three size criteria (with other relevant factors also applying). The increased size criteria are as follows; micro company –a balance sheet total of not greater than €450,000, a net turnover of not greater than €900,000 and no more than 10 average employees. small company – a balance sheet total of not greater than €7.5 million, a net turnover of not greater than €15 million and no more than 50 average employees. medium sized company – a balance sheet total of not greater than €25 million, a net turnover of not greater than €50 million and no more than 250 average employees. large company –continues to be defined as a company that does not qualify as micro, small or medium (ie. balance sheet total of greater than €25 million, net turnover of greater than €50 million and more than 250 average employees). Group size thresholds have also increased as set out below; small group- group balance sheet total of no greater than €7.5 million net (or €9 million gross), group turnover no greater than €15 million net (or €18 million gross) and no more than 50 average employees of the group. medium group- group balance sheet total of no greater than €25 million net (or €30 million gross), group turnover no greater than €50 million net (or €60 million gross) and no more than 250 average employees of the group. The measures apply for financial years beginning on or after 1 January 2024, enabling companies to benefit from the adjusted thresholds immediately.  Companies may elect to apply the measures on or after 1 January 2023. Please see the DETE announcement. Chartered Accountants Ireland are delighted to see this regulation signed into law, giving clarity to companies on size thresholds, and their reporting requirements.      

Welcome to the latest edition of Technical Roundup. In developments since the last edition, the International Accounting Standards Board (IASB) has issued amendments to IFRS 9 Financial Instruments which seek to address diversity in accounting practice by making the requirements more understandable and consistent.  Accountancy Europe has issued a series of publications summarising the ESRS’ provisions and their views on ESRS aspects that merit further guidance and clarification. Read more on these and other developments that may be of interest to members below. Financial Reporting The IFRS Foundation’s hybrid annual conference will be held in London on 24–25 June 2024.  Delegates will hear from a range of experts in financial reporting, accounting and sustainability. The International Accounting Standards Board (IASB) has issued amendments to IFRS 9 Financial Instruments which seek to address diversity in accounting practice by making the requirements more understandable and consistent. The UK Endorsement Board has issued its draft comment letter in response to the IASB’s Exposure Draft on Business Combinations – Disclosures, Goodwill and Impairment. Comments from stakeholders are welcome until 1 July 2024. The UK Endorsement Board has also issued its draft comment letter in response to the IASB’s Exposure Draft on Contracts for Renewable Electricity. Comments are welcome until 19 July 2024. The IASB has issued a call for papers for the 2025 IASB Research Forum. The deadline for submissions is 31 March 2025. The European Financial Reporting Advisory Group (EFRAG) has issued its draft comment letter in response to the IASB’s Exposure Draft on Contracts for Renewable Electricity. Comments are welcome until 15 July 2024. The IASB has agreed to finalise revisions to IFRS Practice Statement 1 Management Commentary by making targeted refinements to its proposals set out in the Exposure Draft Management Commentary. The IASB expect to issue the revised statement in the first half of 2025. IFRIC (the IFRS Interpretations Committee) has issued its June 2024 update, which summarises the decisions reached at its recent public meeting. Auditing and Assurance Following public consultation to obtain stakeholders’ views earlier this year IAASA has published its Feedback Paper on its Consultation on the Adoption of a Sustainability Assurance Standard in Ireland.  IAASA intends to adopt the International Standard on Assurance Engagements 3000 Revised (ISAE 3000), Assurance Engagements Other Than Audits or Reviews of Historical Financial Information. Adoption will take place when the European Corporate Sustainability Reporting Directive (CSRD) is transposed into Irish law giving IAASA the statutory power to adopt sustainability assurance standards in Ireland.  It is not intended to insert any additions Irish-specific requirements in IASAE 300 beyond any required to ensure that it applies to sustainability assurance engagements in Ireland and that sustainability assurance providers are subject to appropriate ethical and quality management requirements.    IAASA invites potential members and advisors to enquiry/investigation committees IAASA undertakes statutory enquiries and investigations under the Companies Act 2014 and its own regulations. The preliminary stages are undertaken by the executive. From time to time, IAASA may need to establish committees to carry out full enquiries/investigations, where the matter cannot be settled by mutual agreement before that stage. Membership of these committees, including chairpersons, is selected from a panel of eligible appointees. IAASA is seeking to update this panel, and expressions are particularly welcome from members of prescribed accountancy bodies. In addition, these committees will retain their own legal advisor to act on the committees’ behalf. IAASA is also seeking to establish a panel of suitably qualified individuals for this role. The closing date for receipt of expressions of interest is 15 July 2024. Please see IAASA’s website for more information. Sustainability IAASA have published a Feedback Paper on its Consultation on the Adoption of a Sustainability Assurance Standard in Ireland Accountancy Europe has issued a series of publications summarising the ESRS’ provisions and their views on ESRS aspects that merit further guidance and clarification. They have summarised the existing ESRS’ provisions on these concepts and where applicable, incorporated EFRAG’s guidelines. So far published in this series are Materiality Assessment and Value Chain with more to follow in due course. Accountancy Europe has also published its June 2024 Sustainability update and its June 2024 Newsletter. The International Sustainability Standards Board (ISSB) has issued its June 2024 Update. This includes a summary of their recent meeting on 12 June in Frankfurt. The ISSB has also issued its June 2024 Podcast. The European Financial Reporting Advisory Group (EFRAG) have finalised the first three Implementation Guidance documents to assist preparers and other relevant stakeholders in applying the European Sustainability Reporting Standards. The Implementation Guidance documents cover the following topics; Materiality Assessment Value Chain Detailed ERS Datapoints The three European Supervisory Authorities (EBA, EIOPA and ESMA – ESAs) have published a joint Opinion on the assessment of the Sustainable Finance Disclosure Regulation (SFDR). The ESAs call for a coherent sustainable finance framework that caters for both the green transition and enhanced consumer protection, taking into account the lessons learned from the functioning of the SFDR. EFRAG and the Taskforce on Nature-related Financial Disclosures (TNFD) have jointly published a mapping of the correspondence between the European Sustainability Reporting Standards (ESRS) and the TNFD's recommended disclosures and metrics. This was prepared to assist companies in understanding the commonalities between the ESRS and the TNFD and the mapping details the disclosures and core metrics recommended by the TNFD and required under the ESRS.  This assessment highlights that all 14 TNFD recommended disclosures are reflected in the ESRS.  Click here for an article from IDA Ireland on Sustainability and Finance: How Ireland meets the industry’s emerging skills need. Sanctions and anti-money laundering Click here to read some information on the ending of an exemption contained in the EU ban on provision of accounting services to Russia. The exemption was intended for the exclusive use of Russian entities which are subsidiaries of EU companies and companies established in certain other allied jurisdictions. The exemption expires on 20 June 2024. The AML Regulation (the single rule book), the AML Directive and the regulation establishing AMLA were published in the official journal on 19 June 2024. The texts will enter into force 20 days from publication and will fully start applying after 3 years. New and forthcoming legislation Further to our item in the last edition of round up, click for an information guide on company law changes to be effected upon commencement of the Employment (Collective Redundancies and Miscellaneous Provisions) and Companies (Amendment) Act 2024. Dept. of Enterprise Trade & Employment (DETE) news The Department of Enterprise, Trade and Employment is hosting the second annual Trade Horizons Conference in Dublin Castle on Thursday, 4 July. The theme for Trade Horizons 2024 is 'Trade for a Sustainable Future', exploring how policymakers and businesses can work together to advance action on the drive for net zero carbon emissions.  The Minister for Finance and DETE recently published a series of Artificial Intelligence: Friend or Foe’ reports. The three reports are entitled “Artificial Intelligence: Friend or Foe? Summary and Public Policy Considerations’, ‘Artificial Intelligence: Friend or Foe? A Review of How AI Could Impact Ireland’s Economy’ and ‘Artificial Intelligence: Friend or Foe? An Analysis of How AI Could Impact Ireland’s Labour Market’. Readers can read the press release here and get details of the reports here. DETE has also published a pages on Sustainability is good for business which provides lots of useful links including those to training and grants available. Other The Corporate Enforcement Authority (CEA) has published its first annual report covering a period from July 2022 to December 2023. Click here for the CEA press statement. The annual report provides a comprehensive account of the steps taken to establish the CEA's presence amongst its stakeholders, and of the work undertaken to establish the organisation's operational capability. The Report includes 17 case studies that illustrate the breadth of the CEA's impact and demonstrate a considered and graduated approach towards the deployment of the CEA’s enforcement powers. Case studies range from use of incorrect registered office address to incorrectly claiming audit and group exemptions and breach of director’s loan provisions. There is also a case study on supervision of the implementation of the terms of a SCARP rescue plan. On SCARP generally the annual report writes that a process advisor must submit their final report, that is, after developing a rescue plan, to the CEA. Unlike auditors’ indictable offence reports, which by their nature identify potential offences, process advisors’ reports are submitted to the CEA for information on the rescue process and plan. If a report indicates potential wrongdoing or other issues, the CEA can investigate as considered necessary or appropriate. The CEA wrote that it received 51 reports in the period and each report is examined. In Central Bank of Ireland (CBI) news, CBI recently published its second Quarterly Bulletin of 2024. You can access details here. CBI Director of Consumer Protection, Colm Kincaid, spoke on the Future of Customer Engagement and Banking Channels at the June BPFI National Banking Conference. In June 2024 CBI issued its latest Insurance newsletter which includes three articles which may be of interest. One is on the Individual Accountability Framework, one on Double Materiality - Climate Risk Guidance and the CSRD, and one on getting ready for DORA. Accountancy Europe has issued its June 2024 SME update. Technical Roundup is taking a break for the summer and the next Roundup will be issued on Friday 6 September. Any updates during this period will be published on the technical hub on the Institute's website.               This information is provided as resources and information only and nothing in the information 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 information. 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 the information 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 herein.

The Corporate Enforcement Authority (CEA) has published its first annual report covering a period from July 2022 to December 2023. Click here for the CEA press statement .The annual report provides a comprehensive account of the steps taken to establish the CEA's presence amongst its stakeholders, and of the work undertaken to establish the organisation's operational capability. The report includes 17 case studies that illustrate the breadth of the CEA's impact and demonstrate a considered and graduated approach towards the deployment of the CEA’s enforcement powers. Case studies range from use of incorrect registered office address to incorrectly claiming audit and group exemptions and breach of director’s loan provisions. There is also a case study on supervision of the implementation of the terms of a SCARP rescue plan. On SCARP generally the annual report writes that a process advisor must submit their final report, that is, after developing a rescue plan, to the CEA. Unlike auditors’ indictable offence reports, which by their nature identify potential offences, process advisors’ reports are submitted to the CEA for information on the rescue process and plan. If a report indicates potential wrongdoing or other issues, the CEA can investigate as considered necessary or appropriate. The CEA wrote that it received 51 reports in the period and each report is examined.