The FRC has today published Good Practice Guidance for Company Meetings which is a guide for companies and shareholders to help ensure that there is effective shareholder engagement and participation when planning and conducting Annual General Meetings (AGMs). While the guidance is written with AGMs as its focus, it also considers other general meetings convened during the year. The guidance does not override existing law or duties of the chair or directors. The guidance considers seven key principles for companies and shareholders to adhere to before the meeting, during the meeting, after the meeting and subsequently engaging throughout the year and offers some guidance on how these principles can be achieved.

Companies Registration Office-Annual Report 2021 The Companies Registration Office (CRO) recently published its 2021 Annual Report. It provides useful information on various aspects of the CRO’s work. For example, in relation to unregistered auditors, the CRO stated that it received no reports in 2021 of unregistered auditors attempting to file false auditors’ reports. There were 14 instances where auditors notified the CRO that their Auditors Registration Number (ARN) was used to file auditors’ reports without permission and one case of an auditor stating their details were used in error. In relation to future developments, the CRO Report references the requirement of section 35 of the Companies (Corporate Enforcement Authority) Act 2021 (“2021 Act”). When enacted this will require a director to include his or her personal public service number in an application to incorporate a company, an annual return made by a company of which he or she is a director and a notice of change of directors or secretaries. The CRO is working with software vendors and stakeholders to prepare for the commencement of this section of the Act and the CRO report states that it is expected that this requirement will be introduced in early 2023. You can access the report on the publications section of their website and please click here for a copy.  Report of the Registrar of Friendly Societies 2021 The Report of the Registrar of Friendly Societies 2021 has also been published recently. The report records the activities of this office and statistics in respect of industrial and provident societies, trade unions and friendly societies up to 31st December 2021. You can access the report on the RFS publications section of the CRO website and please click here for a copy.  

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.

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 this month. VASPs came within the scope of AML/CFT (counter terrorist financing) legislation in 2021. The bulletin provides Central Bank observations arising from the assessment of VASP registration applications to date in order to assist future applicants in preparing their applications. It sets out some details on the VASP registration process and the Central Bank’s expectations in a number of areas.

In the UK the National Economic Crime Centre (NECC) and others have this month issued a red alert on Financial Sanctions Evasion Typologies: Russian Elites and Enablers. The purpose of the alert is to provide information on some common techniques suspected to be used to evade financial sanctions.  It lists some indicators of methods being used to evade sanctions and provides some industry recommendations. Read also the NCA news item here.

Readers may find of interest the UK National Crime Agency’s most recent publication of SARs in Action (July 2022 edition).You can access the SARs in Action publication here .Articles include one on professional money launderers and one on UKFIU cryptocurrency engagement which involves proactive interaction with the cryptocurrency sector, working closely with the sector to help improve SARs quality. The publication also contains SARs case studies.