From the Institute's  Professional Accounting team : Introduction On 15 March 2024, the Irish Department of Enterprise, Trade and Employment (DETE ) published the General Scheme of Companies (Corporate Governance, Enforcement and Regulatory Provisions) Bill 2024 (“General Scheme”) to make amendments to Companies Act 2014 (CA 2014).Please click here for the press release on the General Scheme. Click here for the text of the publication and the regulatory impact analysis of the General Scheme. Readers may recall that DETE conducted a public consultation on proposals to enhance the CA 2014 (“Consultation”) last year. The Institute responded to that consultation and you can click here to see the response. The General Scheme is wide ranging, and we set out below some of the proposed provisions which if enacted may be of interest to members. Please also refer to the Corporate Enforcement Authority’s press release and accompanying note dated 15 March 2024 which provides detailed information on proposed enhancements to the CEA’s powers and some proposed new offences. Electronic meetings There are proposals to put electronic participation in meetings on a permanent statutory footing and to include provisions for notices, quorum and proceedings and virtual voting at such meetings. Readers may recall that in December 2023 these provisions which were introduced during the pandemic were temporarily extended to 31 December 2024. Audit exemption A change to the rules regarding the loss of audit exemption for companies which fail to file their annual return on time is proposed. It is proposed that if a small company fails to file its annual return with the Companies Registration Office for a second or subsequent time within a period of 5 consecutive years, then the company will lose its ability to claim audit exemption. The current legal position is that the exemption is lost after one failure to file. This proposal is welcomed by the Institute which has lobbied for some time for the change. The Institute recognises the importance of companies complying with legal obligations as regards the publication of financial information. However, it considers that the loss of audit exemption for two years for a late filing to be an overly punitive sanction. Provisions relating to receivers Some changes relating to receivers are proposed. New provisions are proposed requiring the provision of further information on Form E8 which is filed upon the receiver’s appointment. The further information includes details of nature of assets, date and nature of appointment, information regarding future trading where practicable, and other prescribed information. Also, it is proposed that the time limits for filing the receiver’s abstract (Form E9) upon cessation of acting as receiver and notice of cessation of receiver (Form E11) will now be 7 days. Provisions concerning entitlement to remuneration of receivers are proposed in line with existing provisions in the CA 2014 concerning entitlement of liquidators to remuneration. Members, creditors, and prescribed persons can request information regarding receivers’ terms and fees, and requests must be dealt with within 7 days. It is proposed to extend the existing power of the court to fix remuneration of a receiver. Matters to be taken into account for receivers under these proposals include time spent, complexity of the case, exceptional responsibility on receiver, effectiveness of receiver, value, and nature of the property. This mirrors existing provisions for remuneration for liquidators in the CA 2014. DETE had suggested in the Consultation last year that there is merit in amending the CA 2014 to provide that receivers are subject to minimum qualifications along the lines of the qualification requirements for liquidators as set out in the CA 2014. However, there are no such proposals in the General Scheme. Provisions relating to SCARP The provisions relating to SCARP are largely technical amendments and corrections of the Companies (Rescue Process for Small and Micro Companies) Act 2021. Much of the amendment is also to make provision to give notifications “in prescribed form” to the Registrar of Companies and court.  An amendment to the section on the process adviser’s (PA) remuneration costs and expenses proposes that the court can ask the PA for a written report where the PA did not make use of the services of the staff and facilities of the company to which they were appointed where the court is considering any matter relating to the PA’s costs, expenses, and remuneration. Winding up Most of the amendments are to make provision to give notifications “in prescribed form” to the Registrar of Companies. The only proposal of note is an amendment to the section of the CA 2014 which imposes an obligation on a liquidator to apply to the Court for the restriction of a director or directors of an insolvent company. The liquidator may be relieved of this obligation by the CEA. The proposed amendment is to make explicit that the obligation on liquidators endures all the way through to the end, which includes to the end of all appeals proceedings against restriction orders. Strike off and restoration Three new grounds for involuntary strike off are proposed, failure to notify of a change in registered office, no current company secretary recorded and failure to deliver beneficial ownership information. There are some consequential amendments proposed on foot of the three new proposed strike off grounds. These three new proposed grounds will not give rise to disqualification of the directors and the new proposals include the steps to be taken to avert continuation of the strike off under the three new grounds. Provisions relating to the Corporate Enforcement Authority Changes include for example mechanisms for the CEA to receive details of restriction and disqualification orders and reliefs to restricted persons more quickly than at present. An amendment is proposed to section 393 of the CA 2014. This section requires an auditor to notify the CEA if during the course of an audit the auditor comes into possession of information leading them to form the opinion that there are reasonable grounds to believe a category 1 or 2 offence under the CA 2014 has been committed. The amendment requires the auditor to furnish the CEA with copy books and documents or extracts (the current provisions require grant of access to books and documents) and a signed assurance from the audit partner that they are exact copies. New offences of obstruction and intimidation are proposed. Please see the CEA press statement issued 15 March 2024 and accompanying note for a fuller summary of the proposals of the General Scheme which relate to the CEA. Provisions relating to IAASA It is proposed that IAASA will have power to issue an interim notice imposing restrictions on a statutory auditor that a possible relevant contravention has been committed and that it is appropriate in the public interest to do so .Relevant contraventions could be but are not limited to failure to obtain sufficient evidence to support an issued audited opinion, repeated significant deficiencies in standards of audit work or significant breach(es) of independence or ethics rules. IAASA will invite and consider submissions received from the restricted person and will within 21 days either confirm vary or revoke the interim notice. The restrictions remain in place until the investigation is complete. An interim notice will be reviewed every 6 months or a shorter period and automatically expires after 18 months unless a further interim notice is issued. IAASA will be required to make regulations regarding procedures to be followed under this proposal. Other Other miscellaneous proposals which might be of interest is a section whereby a company can provide voluntary information in its annual return on gender balance of its board of directors. The information would be collected for statistical purposes only. There are also proposals for multi located execution of documents and a proposed amendment so that weekends and public holidays are excluded from the time counted towards the minimum 48 hour notice required to appoint proxies. 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.  

IAASA has issued a revised version of ISA (Ireland) 505 – External Confirmations. The main changes to the standard relate to: Clarification on what constitutes an electronic external confirmation. Prohibition on the use of negative external confirmations. Strengthened link with ISA (Ireland) 330 The Auditor’s Responses to Assessed Risks. Enhanced requirements concerning the investigation of exceptions. The revised standard is effective for audits of financial statements for periods beginning on or after 15 December 2024, with early adoption permitted. The revised ISA (Ireland) 505 is available here.

The Economic Crime and Corporate Transparency Act (ECCTA) received Royal Assent on 26 October 2023, and the provisions of the Act are starting to be applied. We have prepared an information booklet entitled The Economic Crime and Corporate Transparency Act 2023 – Changes in Companies House outlining the first set of changes introduced by Companies House on 4 March 2024.  These include: 1. new rules for registered office addresses; 2. a requirement for all companies to supply a registered email address; and 3. new lawful purpose statements The Act gives Companies House, along with the Registrar of Companies for Scotland and the Registrar of Companies for Northern Ireland, the power to play a more significant role in tackling economic crime and supporting economic growth. Over time, its measures will lead to improved transparency and more accurate and trusted information on its registers.  These changes will apply to incorporated entities, limited partnerships and limited liability partnerships. They will also apply to their members and directors. 

The International Accounting Standards Board (IASB) has proposed changes to IFRS 3 Business Combinations and IAS 36 Impairment of Assets in its recently released Exposure Draft. The objective of the proposed changes are to improve the information that companies provide to investors about company acquisitions. This improved information is then intended to help investors to assess decisions to make acquisitions and the performance of acquisitions. The proposals to amend IFRS 3 and IAS 36 are intended to require companies to disclose better information about their acquisitions and to make targeted changes to the impairment test. The exposure draft remains open to public comment until 15 July 2024.

Background The Department of Children, Equality, Disability, Integration and Youth (the Department) has recently issued a document1 “Guidance Note for Core Funding Reporting Requirements Transitional Arrangements Year 1 and 2” (“the Department Guidance Note”) to entities providing childcare and early education services regarding the transitional arrangements for the application for funding under a new funding model called ‘Together for Better’.  These transitional arrangements will be in place for the next two reporting periods (years ended 31 August 2023 and 31 August 2024). Reporting regime This reporting regime includes a requirement that the childcare service providers (“client”) engage a professional accountant to submit a document called an ‘Income and Expenditure Template. CCAB-I have made the Department aware of the potential cost implications for an accountant providing this service to their client.  The following matters should be noted: The report is to cover expenses incurred on a cash basis for the year ended 31 August. The requirement is for expenditure incurred in the relevant period only, no accruals or prepayments. Income will be pre-populated in the online platform. Where your client has a different year end, time apportionment is not permitted. Important considerations for CCAB-I members CCAB-I has engaged with the Department over a number of months to discuss the nature and extent of work expected and the respective responsibilities of the client and the professional accountant and, in particular, the concerns regarding the request for the professional accountant to submit the report (as set out in the Department Guidance Note) on behalf of a client. There was positive engagement and much, but not all, of the feedback by CCAB-I on the process was reflected and incorporated into the final guidance. However, given the type of engagement, CCAB-I are making members aware of the potential issues and extant guidance which our members may consult. The Department Guidance Note sets out the responsibility for the data included in the report. See section 2 of the Guidance Note: “The Service Provider is responsible for fully complying with all financial transparency requirements in accordance with their Core Funding contractual obligations. The accountant relies on information provided by the Service Provider, who is responsible for disclosing all relevant information.” The Service Provider/client will make an online declaration on the platform provided by the Department that they have authorised a professional accountant2 to make the submission for them.  CCAB-I members are reminded of the relevant Code of Ethics issued by their professional body.  Independence The Department Guidance Note3 defines an accountant as someone who: "(a) has been admitted as, and is, a member of a prescriber accountancy body, (b) is currently practicing in the profession of accountant, (c) is not and never has been a principal officer or employee, or an owner or part owner, of the licensee in respect of whom he or she is preparing an accountant’s report, and (d) is maintaining such minimum level of professional indemnity insurance as is required by the prescribed accountancy body concerned." .Members should be cognisant of any conflicts with other engagements they may undertake for their clients.  When you are the Auditor  Where the accountant is the statutory auditor the Ethical Standard for Auditors (Ireland)4 applies and Section 5.129 prohibits the audit firm providing accounting services where the services would involve the firm undertaking part of the role of management or initiating transactions.  "S 1.24           In the case of a statutory audit, non-audit services shall not be provided that involve playing any part in management decision-taking of an entity relevant to an engagement. The firm shall not accept any engagement which includes the provision of services where it is probable that an objective, reasonable and informed third party would conclude that the firm or a covered person was playing a part in management decision-taking.  5.128          The provision of accounting services by the firm to an entity relevant to an engagement creates threats to the integrity, objectivity and independence of the firm and covered persons, principally self-review and management threats, the significance of which depends on the nature and extent of the accounting services in question and the level of public interest in the entity. 5.129            The firm shall not provide accounting services to an entity relevant to an engagement where: (a) the entity is a listed entity, relevant to an engagement by the firm, or a significant affiliate of such an entity; or (b) for any other entity: those accounting services would involve the firm undertaking part of the role of management, or initiating transactions; or the services are anything other than of a routine or mechanical nature, requiring little or no professional judgment.” When you are not the Auditor We recommend that members read the Department Guidance Note1 and that an appropriate letter of engagement and representation letter are in place where they undertake these engagements.  Members should refer to guidance documents issued by Chartered Accountants Ireland.  TA 06/2023 Grant Claims5 and the International Standard on Related Service ISRS 4400 (Revised) Agreed-Upon Procedures Engagements6 which give guidance on engagement acceptance and continuance and some general advice on agreeing the terms of engagement.  1 https://earlyyearshive.ncs.gov.ie/downloads/download-corefunding/   2 A professional accountant is defined as a member of a Prescribed Accountancy Body that comes within the supervisory remit of IAASA, •              Chartered Accountants Ireland. (CAI) •              Association of Chartered Certified Accountants (ACCA) •              CPA Ireland (CPA) •              Chartered Institute of Management Accountants (CIMA)  3 See Section of Guidance Note for Core Funding Reporting Requirements Transitional Arrangements Year 1 and 2. 4 https://iaasa.ie/wp-content/uploads/docs/media/IAASA/Documents/audit-standards/Ethical-Standard-Consultation/Ethical_Standard_Nov_2020_updated_June_3.pdf 5 https://www.charteredaccountants.ie/chariot/account/ta/TA06_2023.html 6 https://www.iaasb.org/publications/international-standard-related-services-isrs-4400-revised  

Welcome to the latest edition of Technical Roundup. In developments since the last edition, the Financial Conduct Authority in the UK recently issued a ‘Dear CEO’ letter detailing action needed in response to common control failings identified in anti-money laundering frameworks. The International Accounting Standards Board published its Exposure Draft Business Combinations-Disclosures, Goodwill and Impairment on 14 March 2024. The ED is open for public comment until 15 July 2024. 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 issued its February 2024 update. This summarises public technical discussions held and decisions taken in the month. The International Accounting Standards Board (IASB) has issued a call for fieldwork participants to explore the potential effects of the tentative agenda decisions. These tentative decisions relate to the entities who would be subject to the expected credit loss model arising from proposed changes to the IFRS for SMEs Accounting Standard. The IASB has published its next Exposure Draft Business Combinations-Disclosures, Goodwill and Impairment on 14 March 2024. This is open for public comment until 15 July 2024. The IFRS Foundation has issued its February 2024 monthly news summary, which covers news and events over the past month. Following the publication of the revised UK Corporate Governance Code earlier this year the FRC updated the guidance and for those stakeholders who wish to download or print copies of the guidance in full starting from 6 March 2024, any future updates will be made on the first Wednesday of the month. A link to the updates log is on the UK Corporate Governance page on the FRC website. The Pre-Emption Group (PEG) arm of the Financial Reporting Council has published its first report monitoring the use of its updated Statement of Principles on the disapplication of pre-emption rights for UK listed companies which give existing shareholders rights of a company priority to participate in future share issues thereby protecting their ownership stakes. Auditing IAASA has published its 2023 quality assurance review reports in respect of seven firms that perform statutory audits of public-interest entities (PIEs) in Ireland. The reports summarise IAASA’s inspection of each firm’s implementation of the International Standard on Quality Management (Ireland) 1 (ISQM 1) which was effective for the first time during this period. IAASA undertook 31 (2022: 35) inspections of audit files, 24 were graded as good audits, (2022: 31) 7 required improvements, (2022: 4) No audit files inspected required significant improvement. The 2023 reports can be accessed here. Anti–money laundering and sanctions The Financial Conduct Authority (FCA) in the UK recently issued a ‘Dear CEO’ letter detailing action needed in response to common control failings identified in anti-money laundering frameworks. The letter was issued to “Annex 1 Financial Institutions “. These entities carry out activities such as financial leasing and providing payment services. Click here for full details of Annex 1 activities. The letter listed common control failings including for example lack of resources for financial crime and inadequate training. Readers can click here for full details of the dear CEO letter. Sustainability EFRAG has announced the addition of three new entities to the “Friends of EFRAG – Sustainability Reporting” community. Greenomy, osapiens and SISB have joined the group, demonstrating their commitment to sustainability reporting and supporting EFRAG’s mission. Accountancy Europe has issued its March Sustainability Update. Central Bank of Ireland The Central Bank of Ireland (CBI) is conducting a comprehensive review of the Consumer Protection Code 2012 (the Code). It has launched its Consultation Paper which is an opportunity for stakeholders to provide feedback on how CBI is proposing to update the Code. The purpose of the review is to deliver an updated and modernised Consumer Protection Code which is centred around firms securing customers’ interests which CBI says is the key to delivering positive consumer outcomes. You can read more about the review here and the consultation paper here. The consultation is open for feedback for three months until 7 June 2024.  CBI will then consider submissions received and publish the final revised Code in 2025 alongside a feedback statement. CBI also recently launched its first quarterly bulletin of 2024 which you can read here. The Governor of the Central Bank wrote to the Minister for Finance in January 2024 outlining his financial regulation priorities for 2024 and readers can access the letter here. Readers may also find some of the topics in CBI Regulatory & Supervisory Outlook 2024 published recently of interest. The outlook gives an overview of risk themes and risk areas including climate and other environmental –related risks and financial crime risks. It outlines supervisory priorities and under the heading “legal and regulatory” provides a summary of key regulatory initiatives for 2024.It considers various sectors including the credit union sector and the insurance and re-insurance sector. There is also a section on a supervisory perspective on artificial intelligence and a spotlight on financial crime. Other news The Charities Regulator reported in its recent newsletter that it has removed four charities from the Register of Charities for failing to file an annual report despite being required by law to do so. The Regulator also initiated prosecution actions against a further eight charities that have failed to file at least one annual report with the Regulator. These organisations are among over 1,700 charities contacted by the Charities Regulator in a targeted compliance programme to improve compliance with annual reporting obligations. Please click here to read the full article in the Charities Regulators newsletter. Minister for Enterprise Trade and Employment, Simon Coveney TD, has launched Powering Prosperity – Ireland’s Offshore Wind Industrial Strategy.  The strategy’s vision is to build a vibrant and impactful new offshore wind energy (OWE) sector by the end of this decade and hopes to create up to 5,000 jobs in this area. The Business Law Committee of the Law Society has published an in-depth article on revised Central Bank of Ireland (CBI) Administrative Sanctions Procedure (ASP) Guidelines. The FRC has updated the guidance on the revised UK Corporate Governance Code. It is now a live document containing links to relevant publications and this will allow it to be reviewed to ensure it remains accurate and up-to-date. As we approach the European Parliament elections, which are due to take place across Europe in June, Accountancy Europe have announced an upcoming campaign which intends to promote these elections. The first event entitled “Democracy in action: Discussing Inflation and the Sustainability Agenda” will take place on April 16. The Financial Conduct Authority (FCA) has announced that it will investigate the use of personal guarantees in certain UK entities. An Garda Síochána, Garda National Cyber Crime Bureau (AGS) has recently produced a booklet Cybercrime Risks and Prevention Tips which it says aims to enhance awareness of this type of crime as AGS sees more people using the online world as their primary means of interacting. Minister for Enterprise, Trade and Employment, Simon Coveney TD, and Minister for Children, Equality, Disability, Integration and Youth, Roderic O’Gorman TD, have brought the right to request remote working arrangements for all employees and the right to request flexible working arrangements for parents and carers into operation. They have also approved and published the Code of Practice for Employers and Employees Right to Request Flexible Working and Right to Request Remote Working. For further technical information and updates please visit the Technical Hub on the Institute 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.