Protected Disclosures news

Readers, in particular employers, may find useful A &L Goodbody thoughts and insights after 18 months of the new whistleblowing regime | A&L Goodbody LLP (algoodbody.com) .It is written 18 months after Ireland transposed the EU Whistleblowing Directive through the Protected Disclosures (Amendment) Act 2022 (“2022 Act”). It notes for example a substantial increase in the number of whistleblowing claims and discusses the question most frequently asked by its international employer clients. This is whether the employer can retain its centralised reporting channel at parent company level with the introduction of the 2022 Act or whether each legal entity in a group has to have its own internal reporting channels and procedures. Readers are also reminded of the Institute resources in this area. The Institute pages on protected disclosures on the technical hub have a large volume of information and resources available on this topic. 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.  

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.

The Institute is pleased to have recently launched new webpages providing information and resources to members in the area of protected disclosures legislation. The pages are located on the Institute’s technical hub. Click here for the protected disclosures landing page. The pages cover both the Republic of Ireland and the UK and deal with areas such as updates to Irish legislation since the commencement of the Protected Disclosures (Amendment) Act 2022 earlier this year. For example, an expanded definition of worker, wrongdoing and penalisation. The pages also deal with reporting requirements including the new internal reporting channel and procedures required under the 2022 Act. The pages also collate some of the many resources available on the topic. We hope members will find the new resource useful.

Readers may be aware that the Protected Disclosures (Amendment) Act 2022 which amended the Protected Disclosures Act 2014 was commenced on 1 January 2023. The Irish Law Reform Commission (LRC) has now finalised a very useful administrative consolidation of the Protected Disclosures Act 2014 updated to 1 January 2023, incorporating all the Protected Disclosures (Amendment) Act 2022 amendments. The consolidation can be found on the LRC website at the above link.   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 this week’s Technical Roundup.  In developments this week, the European Financial Reporting Advisory Group (EFRAG) is seeking comments on its draft endorsement advice on amendments to IAS 1; IAASA has published its key messages for auditors in the area of related parties, the Irish Government in recent weeks launched its Climate Action Plan 2023; the Irish Corporate Enforcement Authority has this week published an Information Note on the topic of Early Warning Tools and Restructuring Frameworks. Read more on these and other developments that may be of interest to members below. Financial Reporting The European Financial Reporting Advisory Group (EFRAG) is seeking comments on its draft endorsement advice on amendments to IAS 1. Comments are requested by 1 March 2023. EFRAG has also issued its December 2022 update. The UK Endorsement Board (UKEB) has published a Draft Endorsement Criteria Assessment on Lease Liability in a Sale and Leaseback —Amendments to IFRS 16 (the Amendments) issued by the International Accounting Standards Board (IASB) in September 2022. Comments are requested from stakeholders by 5 April 2023. The International Sustainability Standards Board (ISSB) has issued itsDecember 2022 update The International Accounting Standards Board (IASB) has issued its December 2022 IFRS for SMEs Accounting Standard Update. This includes FAQs on the proposed amendments to the IFRS for SMEs Accounting Standard and some new resources to support the ongoing consultation. The IASB has also released its December 2022 podcast and the IFRS Foundation has released its monthly news summary. Auditing IAASA has published its key messages for auditors in the area of related parties, and IAASA’s YouTube channel also now includes a video that shares questions asked by IAASA’s audit inspectors during 2022 in the area of related parties. IAASA’s new video provides information on the revised ISA (Ireland) 315 Identifying and Assessing the Risks of Material Misstatement. ISA 315 is effective for financial periods beginning on or after 15 December 2021. The Irish Government in recent weeks launched its Climate Action Plan 2023. This sets out how Ireland will accelerate the action required to respond to the climate crisis, putting climate solutions at the centre of Ireland’s social and economic development. Some details of the plan are contained in the government press release and it is intended that an Annex to the Climate Action Plan, outlining more detail on the Plan’s actions, will be published early in 2023. The European Commission recently published two draft notices containing FAQs relating to the Taxonomy Climate Delegated Act and the Taxonomy Regulation. The first Draft Commission Notice is regarding the interpretation and implementation of certain legal provisions of the EU Taxonomy Climate Delegated Act establishing technical screening criteria for economic activities that contribute substantially to climate change mitigation or climate change adaptation and do no significant harm to other environmental objective. The second Draft Commission Notice relates to the interpretation and implementation of certain legal provisions of the Disclosures Delegated Act under Article 8 of EU Taxonomy Regulation on the reporting of taxonomy-eligible and taxonomy-aligned economic activities and assets (second Commission Notice). Insolvency The Irish Corporate Enforcement Authority has this week published an Information Note on the topic of Early Warning Tools and Restructuring Frameworks. The CEA states that the purpose of the document is to provide assistance to company directors in understanding certain aspects of the European Union (Preventive Restructuring) Regulations 2022. Specifically, the Information Note has been prepared with a view to assisting company directors to understand the importance of maintaining adequate accounting records, what is meant by a company being in financial difficulty, being unable to pay its debts and being insolvent respectively, specific aspects of company directors’ duties where a company is in financial difficulty, and the potential consequences of non-compliance with company directors’ duties. You can read the CEA news item on the Information Note here, the Information Note can be accessed here and a feedback statement from the CEA on the public consultation can also be accessed. Readers’ attention is drawn to a recent high court case from late 2022, in the matter of Spencer Dock Development Company Limited (in liquidation). In the case the High court initially refused to approve payment of fees to a company in which the official liquidator had an interest, but which company was a third party. The court discussed the liquidator as a fiduciary and the role of trust of the liquidator. The court also noted that the main creditor in the liquidation was NAMA which the taxpayer funds and the court referred to its obligation to have regard to the interests of the taxpayer. Subsequently the fee was revised and all payable to the liquidators and the court approved this. Anti-money laundering, economic crime, cyber security The European Banking Authority issued its 9th AML/CFT Newsletter in recent weeks. It contains information which might be of interest. For example, on EuReCA, the European Reporting system for AML/CFT material weaknesses launched in January of last year. Also, information on the publication of final Remote Customer Onboarding Guidelines in November 2022, a consultation on Guidelines to tackle de-risking and the publication of its 2022 Risk Assessment Report. Read the full newsletter at the above link. The National Crime Authority in the UK has in recent weeks issued its December edition of SARs in Action. The publication contains interesting information including case studies on SARs and a listing of red flag indicators for the crime of sexual exploitation. In recent weeks HM Treasury in the UK published its Anti-money laundering and countering the financing of terrorism: Supervision Report 2020-22. The report covers a number of matters which may be of interest including a listing at section 3.53 of the most common AML breaches identified by the accountancy and legal Professional Body supervisors during the reporting periods. These include inadequate documented policies and procedures and inadequate resource allocated to AML compliance. Sanctions Readers’ attention is drawn to some news items which may be of interest on sanctions since our last publication of round up in mid-December 2022. The European Union issued its ninth package of sanctions against Russia on 16 December 2022. It includes the imposition of export controls and restrictions, restrictions in the banking sector, restrictions in the broadcasting sector, restrictions in consulting services, energy and mining sectors, restrictions on EU nationals holding posts on governing bodies of Russian state owned or controlled legal persons entities or bodies located in Russia. It also added to the individuals and entities the assets of which are frozen. Our sanctions webpage has been updated with some links and information on the ninth package of sanctions. In our last round up we reported on the Central Bank’s update of its sanctions webpage with an infographic and financial sanctions FAQs. CBI has now helpfully provided a direct link to the European Union's guidance on guidance on Best Practices referred to in one of the sanctions FAQs. On December 20th we reported on the UK auditing ban which was announced in September 2022 and brought into legislative force on December 16, 2022. We also updated our news item from July 2022 which gave details of the UK ban on providing accounting services to Russia to take account of the audit ban which is now in place. Other areas of interest Readers are reminded of the coming into force of the Protected Disclosures (Amendment) Act 2002 from 1 Jan 2023. During 2022 Round up brought readers several news items on the passing of the Act which was signed into law in 2022 and the announcement of commencement of the Act from 1 Jan 2023. By way of reminder the new legislation will substantially amend the Protected Disclosures Act 2014, expanding the categories of protected person to include protections for volunteers, shareholders, board members and job applicants for the first time. It also expands the wrongs in respect of which a protected disclosure can be made and imposes requirements on organisations to put internal whistleblowing procedures in place. It also provides for a new Office of the Protected Disclosures Commissioner. Access to the Central Bank of Ireland’s (CBI) Beneficial Ownership Register for Certain Finance Vehicles by members of the public has been suspended following a recent judgment by the European Court of Justice in the Luxembourg business registers case. The CBI has updated its guidance and this third version relates to Chapters 3 and 4 regarding access to the register by members of the public. The Charity Commission (England and Wales) has published an updated set of questions as it launches its new Annual Return in response to charity sector and public feedback. The Irish Pensions Authority has in recent weeks published information on the annual compliance statement (ACS) for 2022 that is provided for under the Pensions Act, 1990 as amended .The 2022 ACS must be prepared no later than 31 January 2023. The Authority will carry out sample checks and audits of trustee compliance with the obligation. The annual compliance statement form to be used can be found on the Authority’s webpage at the above link. On 16 December 2022 the Minister for Enterprise Trade & Employment transposed the EU Directive 2019/1152 on Transparent and Predictable Working Conditions by the European Union (Transparent and Predictable Working Conditions) Regulations 2022. Click here for the news item from DETE on the introduction of the regulations which for example introduce a limit to the length of probationary periods at the beginning of a job and anti-abuse legislation for zero-hour contract work. Readers are reminded of the round up article in October 2021 where we reported on the Directive including a DETE public consultation on the Directive. For further technical information and updates please visit the Technical Hub.

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.