Read more on changes to company law to be implemented by the Employment (Collective Redundancies and Miscellaneous Provisions) and Companies (Amendment) Act 2024. 2024 Amendments to Companies Act 2014

Welcome to the latest edition of Technical Roundup. In developments since the last edition, IAASA has published its 2023 Annual Audit Programme and Activity Report which gives a summary of the activities performed during 2023 and regulatory engagement work proposed for 2024.  The Global Reporting Initiative (GRI) has published ‘CSRD Essentials - The definitive guide to the EU Corporate Sustainability Reporting Directive’ which simplifies the key aspects of the CSRD and how the new reporting requirements will operate. 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 updated its Endorsement Status Report. This report now reflects the publication of IFRS 19 Subsidiaries without public accountability as well as amendments to IAS 7 and IFRS 7 relating to Supplier Finance Arrangements. The International Accounting Standards Board (IASB) and EFRAG, along with various other bodies will hold some webinars to introduce IFRS 18 for corporate entities and financial institutions on 7th and 11th June. The IASB has issued its May 2024 update and podcast. The IASB has issued some narrow scope amendments to the classification and measurement requirements in IFRS 9 Financial Instruments. These are intended to address diversity in accounting practice by making the requirements more understandable and consistent. ESMA, the European Securities and Markets Authority, has updated some Q&As on its website. The IASB has released a webcast discussing the changes proposed in its recently released exposure draft relating to Contracts for Renewable Energy. Auditing and Assurance Technical Alert 02/2024 – Sample Engagement Letter Terms in respect to the provision of Limited Assurance under the Corporate Sustainability Reporting Directive. TA 02 2024 has been issued to provide assistance to members when drafting engagement letters in respect to limited assurance engagements under the Corporate Sustainability Reporting Directive (“CSRD”) which has yet to be transposed into Irish legislation. Accountancy Europe has published its May 2024 Audit Policy Update. The International Ethics Standards Board for Accountants (IESBA) has released its 2023 Annual Report, Respecting the Past, Planning for the Future. 2023 Annual Audit Programme and Activity Report IAASA has published its 2023 Annual Audit Programme and Activity Report which gives a summary of the activities performed during 2023 and regulatory engagement work proposed for 2024. Anti–money laundering and sanctions The Home office in the UK has recently issued the Economic Crime and Corporate Transparency Act 2023: progress report. This is a report on the first 6 months of implementation and operation of the Economic Crime and Corporate Transparency Act 2023. It gives a useful summary of statutory instruments laid to date and the further regulations planned before the summer. (These plans have probably been affected by the recent calling of a general election in the UK).  Click here to access the report. On 24 April 2024 the European Union adopted a directive to harmonise criminal offences for violation of EU sanctions (the “Directive”).  The Directive was introduced to limit sanctions circumvention and to tighten enforcement and provides a common definition of what constitutes a violation of EU sanctions and provides for penalties for the violation of European Union restrictive measures. Please click here for a recent Institute news item on the Directive. Deputy Governor of the Central Bank of Ireland Derville Rowland spoke last month at the European Anti-Financial Crime Summit about Setting up the new EU Anti-Money Laundering Authority for success. You can read her speech here. Insolvency The Institute recently hosted a webinar on the Small Companies Administrative Rescue Process (SCARP) - Practical Issues. This discussion with David Swinburne and Philip Maher of Mazars included how to prepare for a SCARP, what to look out for and key matters to be aware of when considering the process. There was also discussion around some practical issues including how SCARP is working in practice, dealing with creditors and excludable creditors.  The recording is available here.   Sustainability The Financial Reporting Council has welcomes the appointment of Sally Duckworth as Chair of the new UK Sustainability Disclosure Technical Advisory Committee (TAC), for which it will act as secretariat. The Global Reporting Initiative (GRI) has published “CSRD Essentials- The definitive guide to the EU Corporate Sustainability Reporting Directive” which simplifies the key aspects of the CSRD and how the new reporting requirements will operate. The GRI has also published an article explaining the new naming system of the GRI standards. The GRI and International Sustainability Standards Board (ISSB) have announced that the two organisations will work together to optimise how their sustainability standards can be used together. EFRAG and the ISSB recently held a joint event entitled “Unlocking Synergy – Interoperability Guidance on IFRS Sustainability Disclosure Standards and ESRS”. A recording of the event can be viewed here. EFRAG has published a batch of 44 new explanations which are now included on its ESRS Q&A Platform. These Q&As are intended to assist stakeholders in the implementation of the ESRS standards. The ISSB has recently announced that jurisdictions “representing over half the global economy by gross domestic product (GDP) have announced steps to use the International Sustainability Standards Board’s (ISSB) Standards or to fully align their sustainability disclosure standards with those of the ISSB”. The ISSB has issued its May 2024 Update and Podcast. The Institute of Chartered Accountants of Scotland (ICAS) has published “Materiality Assessments in Corporate Sustainability and Financial Reporting” which discusses the different assessments of materiality within sustainability and financial reporting. The Global Accounting Alliance  (GAA) has published a report into recent workshops held on corporate natural capital accounting. The report highlights the importance of corporate natural capital accounting (CNCA) in helping businesses build resilience and value through nature-positive action and how accountants are well-placed to help drive uptake of CNCA across the market. Accountancy Europe, along with the American Chamber of Commerce to the European Union, CFE Tax Advisers Europe and Ecommerce Europe have called on the European Commission to provide further guidance to Member States on applying the Vat Direction on charitable donations. The purpose of this is to alleviate concerns about VAT avoidance and to facilitate corporate donations across the EU. Accountancy Europe has published its May 2024 sustainability update. The IFRS Foundation has published two new webcasts to help explain the International Sustainability Standards Board’s (ISSB) disclosure requirements related to the current and anticipated effects of sustainability-related risks and opportunities on a company’s financial position, financial performance and cash flows. New and forthcoming legislation Company law changes The Employment (Collective Redundancies and Miscellaneous Provisions) and Companies (Amendment) Act 2024 (the 2024 Act) was enacted on 9 May 2024. The commencement date of the 2024 Act has yet to be confirmed. While the bulk of the provisions amend employment legislation and establish an employment law review group, the 2024 Act also makes some amendments to the Companies Act 2014. A summary of the provisions relating to amendment of company law will be available from the Institute shortly. Other legislation The European Council has identified main priorities for the next legislative cycle and in doing so ensures the EU digital policy that will be developed while the Council conclusions aim to address both the challenges and opportunities of the digital sphere. Dept. of Enterprise Trade & Employment (DETE) news The Dept. of Enterprise Trade & Employment recently published the Second Update Report on the White Paper on Enterprise Implementation Plan 2023-2024. This Report details the work done in pursuit of priority DETE policy objectives such as Integrating Net Zero and Carbon Commitments and placing digital transformation at the heart of enterprise policy. You can access a copy of the report here. On May 15, 2024, the Irish Government announced a new business support package worth up to €150 million, aimed at bolstering SMEs which is designed to reduce costs, foster innovation, and ensure long-term sustainability for Irish businesses. The Department of Enterprise, Trade and Employment is inviting submissions to a public consultation on the implementation of the EU Artificial Intelligence (AI) Act, which was formally adopted by the EU on 21 May 2024 and is expected to enter into force in June 2024. This consultation is intended to inform Ireland’s approach to implementing the Act and, specifically in relation to the configuration of national competent authorities required for implementation. All EU Directives transposed by the Department of Enterprise, Trade and Employment between 2012 and 2024 have been published as a list in pdf format on their website for information. Readers are reminded to subscribe to the Department of Enterprise Trade and Employment Enterprise newsletter which DETE issues periodically and is a good source of information on news within the Department. You can subscribe to the newsletter here.   Other The Data Protection Commission (“DPC”) has published its 2023 annual report which highlights its workload and regulatory accomplishments over the last year. The Central Bank has published their Annual Report and Performance Statement for 2023. The Annual Report includes describes the Central Bank’s work and financial results for last year as well as their priorities for the current year.  The Irish Charities Regulator has now published its report on Ireland’s charity sector from 2019 to 2022, an analysis of data from annual reports submitted to it. The report provides insights for example into changes to charity income, expenditure and employment. You can read more here in the report. 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.

Technical Alert 02/2024 – Sample Engagement Letter Terms in respect to the provision of Limited Assurance under the Corporate Sustainability Reporting Directive A Technical Alert (TA) has been issued to provide assistance to members when drafting engagement letters in respect to limited assurance engagements under the Corporate Sustainability Reporting Directive (“CSRD”) which has yet to be transposed into Irish legislation. Until this transposition occurs (expected July 2024), in the interim and to allow engagement planning to commence, these engagement letter terms may be used to implement a formal contract with the entity. Addendums and/or replacement engagement letter terms may be required where significant changes are necessary; members are advised to note the important caveats in the preface to this TA. The engagement letter terms have been drafted based on current guidance in issue which may change as the CSRD regulatory landscape changes. In addition the applicable standard used is the International Standard on Assurance Engagements (ISAE) 3000 (Revised) issued by the International Auditing and Assurance Standards Board (IAASB). This may be subject to change, depending on the assurance standard that is specified for use in Ireland for CSRD sustainability assurance engagements by the Irish Auditing and Accounting Supervisory Authority (IAASA). You can access the TA here.

The Institute recently hosted a webinar on the Small Companies Administrative Rescue Process (SCARP) - Practical Issues. This discussion with David Swinburne and Philip Maher of Mazars included how to prepare for a SCARP, what to look out for and key matters to be aware of when considering the process. There was also discussion around some practical issues including how SCARP is working in practice, dealing with creditors and excludable creditors.  The recording is available here. 

Introduction Readers will know that sanctions are adopted at EU level but may or may not be aware that enforcement relies on member states amongst which definitions of sanctions violation and associated penalties vary. These inconsistencies led to a concern in the EU about undermining of the EU sanctions regime and that potential offenders would deliberately act in jurisdictions where penalties were lighter. Click here for a briefing document by the EU Parliament which wrote ”…The significant differences between national systems, particularly in terms of offences and penalties for breaches of EU sanctions, are thought to weaken their efficacy and the EU's credibility….”  On 24 April 2024 the European Union adopted a directive to harmonise criminal offences for violation of EU sanctions. (the “Directive”). Click here for a link to a European Parliament press release on the Directive. The Directive was introduced to limit sanctions circumvention and to tighten enforcement. The Directive provides a common definition of what constitutes a violation of EU sanctions and provides for penalties for the violation of European Union restrictive measures. The Directive provides for criminalisation for an intentional violation of sanctions but also where there is serious negligence in the circumstances set out in the Directive. It also criminalises attempted violations. What constitutes a criminal offence and exemptions? Article 3 sets out conduct constituting a criminal offence. These include failing to freeze funds, not respecting travel bans or goods embargoes, transferring funds to persons subject to sanctions, or doing business with state-owned entities of countries under sanction. Providing financial services in violation of sanctions will also become a punishable offence. Inciting, aiding, or abetting the commission of offences is also a criminal offence. Member states can exempt conduct from criminal sanction for violations involving funds, economic resources, goods, services, transactions, or activities of a value of less than €10,000.  An exemption is also given for legal professionals regarding information obtained while ascertaining the legal position of a client or defending or representing judicial proceedings. There is also an exemption for providing humanitarian assistance. Penalties The Directive provides for prison sentences and fines. It also includes measures such as withdrawal of permits and authorisations, disqualifications, and temporary bans on running for public office. For natural persons penalties can be between one and five years’ imprisonment depending on the seriousness of the offence. The Directive also provides for liability and penalties for legal persons. Maximum fines can be from 1% to 5% of worldwide turnover of a legal person, depending on the offence. Directive on combatting money laundering by criminal law (2018/1673) amended The definition of criminal activity is amended in this directive to add the violation of Union restrictive measures as a new criminal activity. Entry into force The Directive enters into force on 19 May 2024 and member states have until 20 May 2025 to implement it into national law. 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.  

Welcome to the latest edition of Technical Roundup. In developments since our last edition, the Central Bank of Ireland has recently updated its page which provides information on the impact of the Markets in Crypto Assets Regulation (MiCAR) on Virtual Asset Services Providers. MiCAR will become applicable for Crypto Asset Service Providers (CASPs) from 30 December 2024. The International Accounting Standards Board has issued a new accounting standard IFRS 19 Subsidiaries without Public Accountability: Disclosures. The new standard will permit eligible entities to use IFRS Accounting Standards with reduced disclosures. Read more on these and other developments that may be of interest to members below. Financial Reporting Chartered Accountants Ireland are hosting a webinar on 27th June in Chartered Accountants House with the Financial Reporting Council (FRC). During this event, the FRC will discuss the upcoming changes to FRS 102 and how they will impact accountants in Ireland. Please join us for this free, in-person event. EFRAG, the European Financial Reporting Advisory Group has issued its April 2024 update which summarises the public technical discussions and decisions taken in the last month. The FRC hosted a webinar on 15th May to outline the recent revisions to FRS 102 and FRS 105 as part of the recently completed periodic review. The International Accounting Standards Board (IASB) has published an Exposure Draft which proposes narrow-scope amendments relating to renewable electricity contracts. The amendments aim to ensure that financial statements more faithfully reflect the effects that renewable electricity contracts have on a company. The Exposure Draft remains open for public comment until 7 August 2024. The IASB has issued a new accounting standard, IFRS 19 Subsidiaries without Public Accountability: Disclosures. The new standard will permit eligible entities to use IFRS Accounting Standards with reduced disclosures. This is intended to reduce the costs of preparing financial statements for eligible entities. The IASB has released a series of webinars to raise awareness on their package of proposals contained in their Exposure Draft Business Combinations—Disclosures, Goodwill and Impairment which remains open for public comment until 15 July 2024. The UK Endorsement Board has called for more debate on the need for comprehensive revisions to the accounting and reporting of intangible assets. In recognition of this, it has published a report on its research of intangible reporting in the UK as well as the findings from a survey of users of financial statements. In the UK, the Department of Business & Trade has issued a consultation on two proposals aimed at reducing the burden of reporting on medium-sized companies. This is part of the government initiative to legislate on a series of non-financial reporting measures following a commitment to consult on further measures to reduce regulatory burdens for medium-sized companies. These proposals are (1) Uplifting the employee threshold for medium-sized companies from no more than 250 to 500 employees and (2) Exempting medium-sized companies from producing a strategic report (including companies that would be medium-sized except for the fact that they are a member of an ineligible group). The consultation will close on Thursday 27 June.   Auditing and Assurance Chartered Accountants Ireland have responded to the IESBA Exposure Draft: Using the Work of an External Expert and also the IESBA consultation on the Code of Ethics. Accountancy Europe have also responded to IESBA’s Exposure Draft on International Ethics Standards for Sustainability Assurance (including International Independence Standards) (IESSA) and ethics standards for sustainability reporting. Anti–money laundering and sanctions The Central Bank of Ireland has recently updated its page which provides information on the impact of the Markets in Crypto Assets Regulation (MiCAR) on Virtual Asset Services Providers. MiCAR will become applicable for Crypto Asset Service Providers (CASPs) from 30 December 2024. After this date, any firms seeking to establish themselves in Ireland to offer any CASP services will firstly need to be authorised by the Central Bank of Ireland. Under the existing Virtual Asset Services Providers regime, introduced in April 2021, firms seeking to provide any VASP activities are required to be registered by the Central Bank as a VASP prior to the commencement of operations. The page also gives details of a transitional period which will apply for up to 12 months. You can read more details about the changes here. Companies House UK has recently updated guidance in relation to its “Register of Overseas Entities: Approach to enforcement” which explains how it will use its enforcement powers in relation to the Register of Overseas Entities. Readers can find out more about it here. Insolvency David Swinburne and Philip Maher of Mazars along with Laura-Michelle Moore from Chartered Accountants Ireland will be speaking at a webinar about the practical issues of the Small Companies Administrative Rescue Process (SCARP) on 29 May at 10am. You can register here for this free webinar.   Sustainability In its recent article, the Global Reporting Initiative (GRI) has highlighted the results of its recent research which found that 26% of the 1,000 largest public companies worldwide are voluntarily using the GRI tax standard in their sustainability report. IAASA recently undertook a desktop examination of the EU Taxonomy Regulation disclosures of a sample of issuers’ financial statements and has now published a Paper setting out its findings. The GRI has produced CSRD Essentials which outlines key aspects of the CSRD and is the result of joint working between GRI, Pascal Durand, Member of the European Parliament and CSRD Rapporteur, and the Lefebvre – Sarrut Group. It consists of 11 core briefings and is definitely worth a read for anyone looking to get a good overview of the CSRD. The International Sustainability Standards Board (ISSB) has released a webcast introducing the ISSB Taxonomy. Recent case law -franchises Readers involved with franchisors, franchisees and franchise agreements will be interested in a recent UK High Court decision which demonstrates the importance for franchisors of giving prior consideration to exit strategies from agreements. This is to minimize the risk of being locked into long-term franchise agreements which are no longer commercially viable for business. Please click here for an article and commentary by A&L Goodbody Solicitors on the case entitled Pre-planning and active management of longstanding franchise agreements | A&L Goodbody LLP (algoodbody.com). A &L Goodbody note that while the case was in the UK High Court, it is likely to be persuasive in this jurisdiction, particularly in the current absence of similar caselaw in Ireland and that it is understood that the decision is under appeal. Other The Charities Regulator has recently issued its latest e-zine newsletter. Its news includes information on managing conflicts of interest and details on a stakeholder forum which met in April. You can access the newsletter here. In other Charities news, the Charities Regulator is hosting a webinar on 28 May next at 12.30 as it is publishing an analysis of the Annual Reports submitted by charities to the Charities Regulator between 2019 and 2022.The webinar will be hosted by Research Manager, Mandy Osborne, and the session will give attendees up-to-date information on changes across the charity sector. The webinar will provide insights into charity income, expenditure, employment and volunteering, and how organisations have weathered COVID-19. Please click here for more information and how to register. The European Securities and Markets Authority has published its April 2024 newsletter which you can access here. It includes items on crypto assets market structures and EU relevance and a number of items on Digital Operational Resilience Act (DORA). 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.