Welcome to this week’s Technical Roundup. In developments this week, the Financial Reporting Council has responded to the International Sustainability Standards Board’s request for feedback to inform future development of the IFRS Sustainability Disclosure Taxonomy for Digital Reporting and the European Securities and Markets Authority has this week published its latest edition of its Spotlight on Markets Newsletter. Read more on these and other developments that may be of interest to members below. Financial Reporting The International Accounting Standards Board has published its proposals to update the IFRS for SMEs Accounting Standard. The updates are intended to reflect changes that have been made in full IFRS Accounting Standards while keeping the overall standard suitable for the small and medium entities that apply it. Comments are welcomed by 7 March 2023. EFRAG, the European Financial Reporting Advisory Group has published its August 2022 monthly update. The Global Preparers Forum (GPF) is seeking new members to join the GPF from 1 November 2022. Successful candidates are expected to participate for a term of at least two years, with a maximum term of five years. Sustainability The Climate Change Unit of the Central Bank has issued its latest Financial Stability Note and is titled “Climate Risks in the Financial System: An Overview of Channels, Impact, and Heterogeneity". Please click here for the press release which gives summary details of the note. The International Organization of Securities Commissions (“IOSCO”) recently published its final report on retail investor education in the context of sustainable finance markets and products. The purpose of the report is to enhance investor education and protection and support the sound development of the sustainable finance market. It also includes educational activities that regulators should consider, and it  includes some key messages that securities regulators should consider for their financial education programs, to help retail investors understand how a “smart investor” would behave when faced with sustainable finance products. Auditing IAASA has published a third video in a series designed to provide information on the Quality Management Standards in Ireland. This video provides an overview of the eight components of a system of quality management as set out in International Standard on Quality Management 1. Previous videos recently published in the series are available on the IAASA YouTube channel, and there will be further videos available over the coming weeks, which will provide greater detail on ISQM 2 and ISA 220. Anti-Money Laundering and Sanctions IFAC, the International Federation of Accountants has issued its action plan to enhance the accountancy profession’s contribution to, and support of, a robust anti-corruption ecosystem. The Anti-money Laundering and Counter Terrorism Financing, Example Red Flag Training Material, issued in May 2022 is a publication by a Joint Practice Group with GNECB and the Garda Financial Intelligence Unit, and the Irish accountancy bodies including Chartered Accountants Ireland. A second update has been made to this document in September 2022. The changes are mainly to provide an explanation of the use of the word “fungible “in case study 7, to ensure correct reference to “FIU Ireland” and “suspicious transaction reports” throughout the document and to reference a threshold for suspicion being reached (rather than breached). You can access the red flags updated document here and details are also included on our “red flags -know the signs” page on our AML hub which you can access here. FATF’s recent webinar on Beneficial Ownership Transparency of Legal Persons which discussed new FATF obligations on beneficial ownership transparency, national experiences, challenges, and lessons and the role of private sector is now available to watch or listen to. In its recent second report, the EBA has called for more proactive engagement between  supervisors in anti-money laundering and counter-terrorist financing colleges to ensure ongoing collaboration and proactive information exchange. Colleges are permanent structures that serve to enhance cooperation between different supervisors involved in the supervision of cross-border institutions. In 2021, a total of 227 AML/CFT colleges were established and the EBA is a member of each college. In the report the EBA sets out its observations of good practices with an aim to help competent authorities to enhance their effectiveness in future, reminds the supervisors of the importance of consistent and timely exchange of information in colleges and emphasises the need for colleges to be organised in a more risk-sensitive manner. On the same subject, the EBA has recently issued the latest EBA AML/CFT newsletter (Issue 8) which may contain some news items of interest to readers. The UK FIU issued a recent reminder that Suspicious Activity Reports (SARs) are a vital source of intelligence that help detect and prevent money laundering, terrorist finance and all other types of crime and you can watch their latest video here to learn about the usefulness of SARs.  Chartered Accountants Ireland is currently regularly updating its webpage on sanctions. You can now read an update on the recent High Court judgment in the case of Pola Logistics Limited as plaintiff and GTLK Europe DAC, GTLK Malta Four Limited and Central Bank of Ireland (CBI) as defendants. The judgment is available free of charge from the Irish courts service website. The case which considered a number of matters provides some interesting insights into the role of CBI in the sanctions regime. Also on the webpage are details of a recent UK High court case (which readers can access free from the BAILII website). This case saw minority shareholders of London-listed gold producer Petropavlovsk failing to persuade an English judge to adjourn its sale to a Russian metals’ producer, days after he allowed the transaction to go ahead in the wake of UK and EU sanctions. See in particular the Appendix to the judgment which considers the application of the relevant sanctions’ legislation, the relevant UK sanctions legislation and the relevant EU sanctions regime. Other areas of interest The Financial Reporting Council (FRC) has published the list of signatories to the UK Stewardship Code (the Code) following its Spring 2022 assessment.  Following an extensive review process which considered organisations’ investment styles, sizes and types, 43 new signatories were added, taking the total number of signatories to 236, with assets under management (AUM) of £40.7tn, up from £33.3tn. The Equality and Human Rights Commission, Britain’s national equality body (EHRC) has made tackling discrimination in Artificial Intelligence  a major strand of its strategic plan for 2022-2025. EHRC has recently published new guidance to help organisations avoid breaches of equality law, including the public sector equality duty (PSED). The guidance gives practical examples of how AI systems may be causing discriminatory outcomes.  Please also click the link here to read the EHRC news item on their strategic plan. The Decision Support Service (DSS) has published a short video message on behalf of the Director of the DSS, Áine Flynn, to potential future service users, which outlines the current position on the progress of amending legislation to the Assisted Decision-Making (Capacity) Act 2015. The Department of Enterprise, Trade and Employment has issued its September Enterprise newsletter recently. In it you can read about various items of interest including a proposal for a  new law which will help to modernise the Employment Permits system in Ireland. Also read about the Screening of Third Country Transactions Bill which was published in August 2022. This legislation was drafted in response to the potential threat posed to security and public order from some third country investments and when enacted will establish a screening mechanism for third country investments into Ireland for the first time. It is also drafted to give further effect to an EU regulation on the matter. We will bring you more information on this draft legislation as relevant to members as it passes through the Dail. For further technical information and updates please visit the Technical Hub on the Institute website.     

Welcome to this week’s Technical Roundup In case you missed it over the Summer…. The Protected Disclosures (Amendment) Act 2022  was signed into law in July 2022. It has not been commenced yet. It provides for a comprehensive overhaul of the statutory framework for the protection of whistleblowers in Ireland and for the transposition of the EU Directive 2019/1937 on the protection of persons who report breaches of Union law. A new Office of the Protected Disclosures Commissioner will be established in the Office of the Ombudsman to support the operation of the new legislation. You can read here the press release on the Act from the Dept of Public Expenditure and Reform. The Dept. of Enterprise Trade and Employment announced the establishment of the Corporate Enforcement Authority (CEA) on 7 July. Click here for our recent article on what the CEA is. We also provided an information sheet recently on changes to the Companies Act 2014 made by the Companies (Corporate Enforcement Authority) Act 2021 the same legislation which established the CEA. Please click here to access our publication on the changes to the Companies Act 2014. The Register of Overseas Entities came into force in the UK on 1 August 2022 through the new Economic Crime (Transparency and Enforcement) Act 2022. The Economic Crime (Transparency and Enforcement) Act 2022 (Commencement No. 3) Regulations 2022 commenced section 3 of the Act. The Register is held by Companies House. Overseas entities who want to buy, sell or transfer property or land in the UK, must register with Companies House and provide information on who their registrable beneficial owners or managing officers are. Companies House has some guidance here on the register and how you can add an overseas entity and its registrable beneficial owners or managing officers to the Register of Overseas Entities. On the AML front there were a few publications over the summer which may be of interest to readers. The UK National Crime Agency’s issued the July edition of its SARs in Action publication. The Consultative Committee of Accountancy Bodies (CCAB) published a number of helpful client due diligence case studies which readers can access here. Readers dealing with or having an interest in the Virtual Asset Service Providers (VASP) sector should take a look at the Irish Central Bank’s latest Anti Money Laundering (AML) bulletin published in July 2022. During the summer we continued to update our sanctions pages with relevant news items. These included the addition of details to our webpage of the EU maintenance and alignment package adopted in July 2022,the issuance in the UK by the National Economic Crime Centre (NECC) of a red alert on Financial Sanctions Evasion Typologies: Russian Elites and Enablers and the coming into force of the UK legislative ban on providing accounting services to Russia. Our news item explaining the scope of the regulations bringing the ban into force as well as defences, exceptions and licences can be accessed here . In July, the Minister for Finance, Paschal Donohoe TD, received agreement from his Cabinet colleagues to approve the drafting of the Central Bank (Individual Accountability Framework) Bill, the main purpose of which is to improve accountability in the financial sector. The general scheme of the bill has now been published and you can read it here. You can also read here the press release  delivered on the publication of the general scheme for the bill . The European Union (Preventive Restructuring) Regulations 2022 (“Regulations”) came into force at the end of July 2022.Their purpose is to amend examinership provisions in Companies Act 2014 so as to implement the directive (2019/1023) on preventive restructuring frameworks. Please click here to read our recent news item on the Regulations which provides some information on the content of the Regulations and links to several useful articles explaining further the Regulations and some different aspects. Over the summer, the European Financial Reporting Advisory Group (EFRAG) held a public consultation on its draft European Sustainability Reporting Standards (ESRSs). This consultation involved the consideration of 13 Exposure Drafts covering general disclosure requirements as well as specific Environmental, Social and Governance Standards. These standards will be used by larger companies under the Corporate Sustainability Reporting Directive (CSRD) to report on sustainability matters in their annual report. The 100-day consultation period closed on 8th August with over 750 submissions made by stakeholders. This included the response of the Institute. Our response outlined support for the introduction of ESRSs, but highlighted some significant practical difficulties with the standards as currently drafted. The UK Endorsement Board has published its 2021/2022 Annual Reports.  The Financial Reporting Council (FRC) has published regulations for the upcoming PIE Auditor Register. The FRC Lab published a report on digital security risk disclosures to help companies improve the disclosure of digital security strategies, risks and governance. The FRC published its thematic review of judgements and estimates update. The FRC published guidance on running effective AGMs.                                                               ****** In developments this week, Accountancy Europe have issued a summary which explains some of the key points made in their recent response to the European Sustainability Reporting Standards and the Financial Reporting Council is inviting investors, equity analysts and debt analysts to take part in one of two roundtables to discuss how auditor reporting in the UK can be further improved.  This will be an in-person event taking place at their London Wall offices on 12 September. Read more on these and other developments that may be of interest to members below. Sustainability The FRC is hosting a webinar on navigating the ESG and Sustainability reporting landscape on 7 September, an area that can be confusing and challenging for many of the entities we regulate. Accountancy Europe have issued a summary which explains some of the key points made in their recent response to the European Sustainability Reporting Standards. 65 different organisations comprising companies, investors and professional accountants have endorsed a joint statement calling for stronger alignment of regulatory and standard-setting efforts around sustainability disclosure. The statement encourages the International Sustainability Standards Board, the US Securities Exchange Commission and the European Financial Reporting Advisory Group to continue to work closely together in achieving their common goals. Financial Reporting The UK Endorsement Board has announced the appointment of Pauline Wallace as its first permanent chair. The Financial Reporting Council Lab has published a report on ESG data production designed to help companies consider how to collect and use ESG data more effectively to support better decision-making. Auditing The International Auditing and Assurance Standards Board (IAASB) has issued a non-authoritative publication  featuring Frequently Asked Questions addressing some of the common questions related to reporting going concern matters in the auditor’s report.  The Financial Reporting Council (FRC) is inviting investors, equity analysts and debt analysts to take part in one of two roundtables to discuss how auditor reporting in the UK can be further improved.  This will be an in-person event taking place at their London Wall offices on 12 September. Anti-Money Laundering The UK National Crime Agency  has issued its latest SARs in Action bulletin for September 2022. In it you can read about SARs case studies and how the UKFIU engages with a number of AML groups from a range of industries and sectors. Other areas of interest IAASA has this week published the second video in a series designed to provide information on the Quality Management Standards in Ireland. The Revenue Commissioners have updated their webpage on the information required for the Central Register of the Beneficial Ownership of Trusts (CRBOT). This includes the new requirement to provide the personal public service number (PPSN) for each beneficial owner. If the individual does not have a PPSN they must provide and upload proof of one of the following: foreign tax registration number passport number or national identity number. Further information on the CRBOT can be found here. The Central Bank’s third Quarterly Bulletin of 2022 forecasts continued economic growth but high rate of inflation will weigh on households and businesses. The Competition and Consumer Protection Commission has recently published its submission to the Department of Finance’s Banking Review, the  public consultation on banking. In it the CCPC expressed concerns about the impending increase in the concentration levels of the retail banking sector in Ireland as a result of the exits of KBC and Ulster Bank and made a number of recommendations to promote competition and the consumer interest. For further technical information and updates please visit the Technical Hub  on the Institute website.           

We recently brought you details of the establishment of the Corporate Enforcement Authority (CEA).The same legislation which established the CEA, the Companies (Corporate Enforcement Authority ) Act 2021 (“2021 Act”) also brought about some changes to the Companies Act 2014.These changes have now for the most part been brought into force with the commencement of the 2021 Act. Please click here to access our publication which gives some details of those changes .  

Section 819 of the Companies Act 2014 (2014 Act) relating to the restriction of directors of insolvent companies has recently been amended as a result of the commencement of the Companies (Corporate Enforcement Authority) Act 2021 (CEA Act). Section 34 of the CEA Act has added additional grounds for application to court by the Corporate Enforcement Authority (CEA), a Liquidator or a Receiver to restrict a director including failure by a director of an insolvent company to: convene a general meeting of shareholders for the purpose of nominating a named Liquidator, table a notice to nominate such Liquidator, or provide the required notice to employees of the company in the winding up of the company.  Some of these changes were brought about by a Company Law Review Group report in 2017 on the protection of employees and unsecured creditors. These changes were recommended to address difficulties where directors do not put a company into liquidation or walk away without a Liquidator being appointed. Additional insolvency-related changes to the 2014 Act, following the commencement of the CEA Act, include: the CEA has power to request evidence from a person that they are qualified to act as Liquidator of an Irish company (section 32 CEA Act); restoration of the obligation to file resolutions with the CRO in a creditors' winding-up (section 31 CEA Act); and if a liquidation is not concluded within 12 months after commencement, a Liquidator may be required to file more frequent reports to the CRO on the progress of the liquidation (section 33 CEA Act). 

THE LEGISLATIVE PROHIBITION The Russia (Sanctions) (Eu Exit) (Amendment) (No. 14) Regulations 2022 (“No.14/2022 Regulations”) came into force on 21 July. An explanatory memorandum was issued with the No.14/2022 Regulations which the reader can access here . The No.14/2022 Regulations amend the Russia (Sanctions) (EU Exit) Regulations 2019 (“2019 Regulations”) and provide for a ban on certain professional and business services. Under newly enacted section 54C a person must not directly or indirectly provide “accounting services” to a person connected with Russia. “accounting services” is defined in new section 54B and means accounting review services, which are services involving the review by a person of annual and interim financial statements and other accounting information, but excluding auditing services; compilation of financial statements services, which are services involving the compilation by a person of financial statements from information provided by a client, including preparation services of business tax returns when provided together with the preparation of financial statements for a single fee, but excluding such preparation services of business tax returns when provided as a separate service; other accounting services such as attestations, valuations, preparation services of pro forma statements; bookkeeping services, which are services consisting of classifying and recording business transactions in terms of money or some unit of measurement in the books of account, but excluding bookkeeping services related to tax returns; Readers can see that the definition scopes out certain services, auditing services is excluded from the prohibition under “accounting review services”, preparation services of business tax returns when provided as a separate service is excluded and so are bookkeeping services related to tax returns. Regulation 21(2) of the 2019 Regulations sets out what a person connected with Russia means. A person is to be regarded as “connected with” Russia if the person is— (a) an individual who is, or an association or combination of individuals who are, ordinarily resident in Russia, (b) an individual who is, or an association or combination of individuals who are, located in Russia, (c) a person, other than an individual, which is incorporated or constituted under the law of Russia, or (d) a person, other than an individual, which is domiciled in Russia. DEFENCES, EXCEPTIONS AND LICENCES New section 54C provides that it is a defence for a person to show that they did not know and had no reasonable cause to suspect that the person to whom the services were provided was connected with Russia. New section 60DA provides certain exceptions to the ban. The prohibition is not contravened if the act is done: - to satisfy UK statutory or regulatory obligations (not arising under contract). - in respect of contractual obligations concluded before 20 July 2022 provided the act is done before the end of the period of one month beginning with the day on which the No 14/2022 Regulations came into force (21 July 2022) and that the person doing the act has notified the Secretary of State in the UK no later than the day 10 working days before the day on which the act is carried out. -out of necessity for the official purposes of a diplomatic mission or consular post in Russia or of an international organisation enjoying immunities in accordance with international law. Licensing provisions are contained in Part 7 of the 2019 Regulations. Please see Chartered Accountants Ireland  sanctions webpages for further information and links including paragraph  3.2 of updated government guidance  UK Government webpage on “Russia Sanctions: Guidance”. Please see here for a useful article on the sanctions by Stephenson Harwood LLP UK sanctions: professional and business services to Russian clients (shlegal.com) .The article includes  a comparison with the EU ban on provision of accounting services introduced in early June 2022 and about which see further Chartered Accountants Ireland recent news item . Readers attention is drawn to an update whereby  the Russia (Sanctions) (EU Exit) (Amendment) (No. 17) Regulations 2022 (the No. 17 Regulations ) were  passed in the UK bringing into effect further prohibitions  from 16 December 2022 including a ban on auditing services which was announced in September 2022. “Auditing services “is defined and means services consisting of examination of the accounting records and other supporting evidence of an organisation for the purpose of expressing an opinion as to (a) whether financial statements of the organisation present fairly its position as at a given date, and (b) the results of its operations for the period ending on that date, in accordance with generally accepted accounting principles. Readers should note that the No. 17 Regulations bring further changes into effect including a prohibition on the provision of trust services and they also contain certain exemptions from the prohibitions contained in the No.17 Regulations (see section 60DA(3) in relation to auditing services) . 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. Chartered Accountants Ireland can accept no responsibility for the content on any site that is linked to/from the Institute website. Links are provided in good faith for the potential support of members and students.  

The Corporate Enforcement Authority (“Authority”) was established by law on 7 July 2022. Ian Drennan, the former Director of Corporate Enforcement, is Chief Executive Officer and currently the sole appointed member (of a maximum of three members) of the Authority. In the press release on its establishment, the Tánaiste said that the Government is to increase staffing levels of the Authority over that of the Office of the Director of Corporate Enforcement (ODCE) by nearly 50%, including doubling the number of gardaí. He also mentioned that the Authority’s budget has been increased by almost 30% over the budget of the ODCE. As we covered in a previous news item, much of the Companies (Corporate Enforcement Authority) Act 2021 (“2021 Act”) is taken up with setting out the organisation, structure and powers of the Authority. What does the establishment of the Authority mean for readers? The Authority has been described as Ireland’s company law enforcement agency. It is responsible for promoting compliance with, and investigating suspected breaches of, company law and now has additional resources to investigate and prosecute so-called white-collar crime. The government press release states that the establishment of the Authority will ensure consumers and businesses have confidence that alleged breaches of company law will be effectively investigated and prosecuted. The extra staff and additional funding will ensure that the new Authority can really make a difference and meet the differing and evolving demands of its remit, which includes investigation, prosecution, supervision and advocacy. Much has been written about the new Authority .Click here to be brought to the Corporate Enforcement Authority's website. Please click here for a quick guide available on the Authority website to introduce and explain the role of the Authority . It explains who they are, what they do and how you can contact them. There are a number of helpful booklets on the website .For example please click here for the booklet on auditors and here for the booklet on liquidators receivers and examiners. It has also produced a company guide ,a single guide for companies which you can access here . See also the links below to read further articles on the establishment of the Authority: New Corporate Enforcement Authority established in Ireland – Arthur Cox LLP New Corporate Enforcement Authority (mccannfitzgerald.com) Corporate Enforcement Authority is Established (williamfry.com) New Corporate Enforcement Authority Takes its Place (matheson.com) The Establishment of the Corporate Enforcement… | Dillon Eustace Readers may know that the 2021 Act also provides for company law amendments which largely correct unintentional omissions from or clarify provisions of the Companies Act 2014. Other than the provision relating to directors’ personal public service numbers, which has not yet been brought into force, these company law amendments have now been enacted. More details of these amendments will be the subject of a separate publication to be issued shortly. 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. Chartered Accountants Ireland can accept no responsibility for the content on any site that is linked to/from the Institute website. Links are provided in good faith for the potential support of members and students.