More private sector organisations in scope ofobligations Readers may recall that the provisions of the Protected Disclosures (Amendment) Act 2022 came into force in January 2023.One of the effects of the Act was to expand beyond public bodies, the legal obligation on organisations to have internal reporting channels and procedures for the making of protected disclosures. Private sector organisations which have between 50 and 249 employees will be in scope for these new obligations from 17 December 2023. You can read about these obligations and much more on the Institute's webpages on protected disclosures. New statutory guidance On 20 November 2023 the Minister for Public Expenditure, NDP Delivery and Reform issued statutory guidance for public bodies on the Protected Disclosures Act 2014. Click here for the press release when the guidance was issued. It supersedes the Interim guidance issued in 2022.The Minister also issued two templates. One is for internal and one is for external protected disclosures policies. They are for use by public bodies and prescribed persons. The templates are available at the end of the webpage of the Department of Public Expenditure, NDP Delivery and Reform “Protected Disclosures Act: Information for Citizens and Public Bodies” which has been updated as of 20 November 2023. The Minister in his press release on the guidance said that while it is targeted at the public sector, much of the content is also applicable to the private sector and he expressed the hope that private sector organisations would also find the guidance useful. 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 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.    

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.

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.

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.