Thought Leadership News

After a decade of little change, the tax regime for research and development in the UK has undergone a ‘credit style’ revamp, writes Liam McHenry  New research and development (R&D) rules for businesses in the UK with an accounting period beginning on or after 1 April 2024 have commenced. These entities are within the remit of the newly merged, research and development expenditure credit (REDC) expenditure scheme – with the exception of “highly R&D-intensive companies”. Companies with over 30 percent of their yearly expenditure qualifying for R&D tax relief can still claim under a restricted version of the SME scheme. Given this high bar, however, it is likely that only small technology start-ups will qualify.  For everyone else, the new rate will provide a benefit worth about 15p per £1 of qualifying expenditure, so not all is lost for those exiting the SME scheme, as a generous tax incentive remains for potential claimants. Reduced complexity? The stated aim of the merged scheme is to reduce complexity for claimants and their advisors. With two schemes remaining post-merger, however, the new scheme is actually more complex than its predecessor.  Subcontracted expenditure had previously been excluded under the RDEC scheme in any meaningful way. Under the new merged scheme, a new system has been put in place with the aim of rewarding whichever party decides to undertake the R&D activity. This adds a new dimension to determining the eligibility of qualifying R&D expenditure insofar as a subcontractor will now need to determine whether they believe their customer knew in advance that a project would require R&D activity. The theory is that this approach will remove the potential for both parties to claim on the same project, but it is easy to see how ambiguity might arise. When agreeing the terms of contracts with customers, claimants must pay additional attention to any clauses relating to intellectual property (IP) generation and whether they indicate that R&D will be required. Taking care at this stage could help claimants identify and preserve their right to claim the corresponding tax relief. Overseas expenditure A restriction on overseas expenditure was also introduced on 1 April 2024. Unless there is a compelling reason why the expenditure could not reasonably have been incurred in the UK, it will not be eligible for inclusion in the claim. However, recognising the unique position of Northern Ireland and its significant integration with the neighbouring Republic of Ireland, claimants can bypass this new restriction. By doing so, they could gain up to a maximum additional benefit of £250,000 every three years. This may require some additional administration, but it is still a welcome reprieve from the restriction, which would have been costly. Increased scrutiny This article offers a summary of the main rule changes coming into effect this month. In reality, there are more of which claimants should be aware. His Majesty's Revenue & Customs (HMRC) has dramatically increased its compliance efforts, with recent revelations from the Public Affairs Committee indicating that upwards of 20 percent of new R&D claims are now under scrutiny. While this fact alone should not be a major concern, it is worth noting that this increased scrutiny often comes with an aggressive stance, beginning with the assumption that R&D claims should be disallowed. The experience of one claimant to another can dramatically vary depending on which caseworker is allocated to the enquiry. Regardless, opening an enquiry can be a prolonged process before a conclusion can be reached. In the event of an unsuccessful enquiry defence, HMRC will be obligated to consider whether any penalties should be levied, depending on whether they determine that the claim was prepared carelessly. In addition, depending on the level of disclosure provided in previous claims made in recent years, HMRC can (and is actively encouraged to) look into these previous claims beyond the normal enquiry window. Planning ahead The implementation of the new R&D tax rules marks a significant shift for businesses heavily reliant on R&D activities for growth and innovation. As businesses adapt to the new regime, strategic planning and collaboration with tax advisors will be essential in maximising the benefits. Liam McHenry is Director of Tax at Grant Thornton

Recent comments by the CEO of America’s biggest bank suggest AGMs are losing power and relevance. David W Duffy delves into the details Annual general meetings (AGMs) are crucial in corporate governance. They are a legal necessity and provide a valuable opportunity for shareholders to speak to leaders. These days, however, criticism is surfacing in some companies that AGMs are becoming a nuisance. Activist pressure So, what exactly is turning the tide on AGMs and their perceived value? In short, the activist pressure exerted recently at some very high profile AGMs.  At Disney’s most recent AGM in early April, for example, shareholders were encouraged to vote in favour of a proposal that would see the entertainment giant pay for services for people choosing to detransition. The Disney proposition had no material impact on the company’s strategy, and JPMorgan Chase Chief Executive Jamie Dimon took issue.  According to Fortune, Dimon claimed that AGMs were falling victim to “spiralling frivolousness”, dominated by lobbyists, activists and interest groups, which bear little relation to the company’s strategic direction.  There’s no “right or wrong” for a statement like this; it is really just a measure of whether or not other corporate leaders agree.  The leaders of some companies could easily agree with Dimon, especially those at the helm of companies whose AGMs are rife with debate. In companies where AGMs are quieter – sometimes to the point of formality – leaders may not need to worry. Importantly, board members and other stakeholders must remember that anything is possible at an AGM. They could, for example: serve as a hotbed for debate; become a forum for topics considered politically charged (anything from geopolitics to religion to social issues to climate change); feature shareholder proposals put forward solely to make a point, win support or express anger; or seem like a waste of time to corporate leaders because of all the above.  None of this is a given, however. It is far more likely in bigger, global companies – household names consumers feel are so big that their impact stretches beyond their mission statement. In these scenarios, stakeholders generally want the company to take a stance on every political issue, and shareholder proposals at AGMs are part of this. Are AGMs fit for purpose? The threat of any of the above scenarios may mean that some companies’ AGMs are not fit for purpose. It depends on the goals of the people who attend. Companies can’t just get rid of AGMs, however.  AGMs are a cornerstone of business. They often serve as the one opportunity many small shareholders have to speak to the company’s leaders – and, by law, this chance must always be available.  An organisation considering changing its AGM must first examine its articles of association. These are usually where AGM rules like voting procedures and scheduling are found. Beyond this, there may be wiggle room. AGM options It is advisable that leaders and participants accept that the AGM will be active, full of differing opinions and multiple proposals that go nowhere, making it feel like a distraction. If you approach the situation with this prepared mindset, you might find it easier to register the elements of impactful processes beneath the noise.  It’s also advisable to get proactive about issues. You may be better prepared if you anticipate the problems that shareholders are likely to raise and discuss them at the executive and board levels. In the process, you could gain critical insights that shape your understanding of shareholder opinions and frame a more robust conversation. However, if an organisation still wants to change their AGM – and the articles of association allow it – boards can change things like length, the requirement for in-person attendance and the time balance between corporate leaders and shareholders. It must be noted, though, that if a board changes any of these elements, it may appear to be attempting to be creating barriers to debate and shareholders might not respond well. The bright side Many companies have seen their AGMs dominated by activist noise in recent years. While this issue can be addressed by making changes, the bottom line is that the AGM as a concept is here to stay. Organisations should view the “noise” as an invitation to develop relationship management skills and stay on top of emerging trends. These are hugely important for good corporate leaders, and a busy AGM could be the time to flex those muscles. David W Duffy is a founder of the Corporate Governance Institute

To celebrate International Women's Day, we want to showcase some of our female authors. With expertise in a huge range of topics – from audit, to tax through to corporate governance and leadership – we're incredibly proud to have worked with these women to publish high-quality books and textbooks. Patricia Barker Patricia Barker is a Fellow of Chartered Accountants Ireland, having qualified in 1973, the 20th woman to qualify since the inception of the Institute in 1888. She served her articles with Stokes Bros & Pimin Dublin and worked in Peat, Marwick, Mitchell & Co. in Manchester. She then became a partner in an accounting practice in Manchester and worked in Manchester University as a principal lecturer. She was appointed lecturer in DCU in 1980 and progressed through senior lecturer, Associate Dean (Business School) and Vice-President (Academic) of DCU. She has completed an MPhil in Gender Studies at Trinity College. Her PhD developed a paradigm of disclosure of financial information to employees in organisations. Patricia has written The Minority Interest: Women Who Succeed in the Accountancy Profession. Veronica Canning Veronica Canning is an internationally acclaimed motivational speaker, executive mentor and consultant, with 30 years’ experience working at senior level across a wide range of organisations in all sectors and of all sizes, from SMEs to multinationals and the public sector. With her considerable experience, Veronica works with high potential individuals addressing their challenges, including developing an executive presence and building or repairing their personal brands. She also designs and runs group programmes, customised to the challenges facing organisations. Veronica has written Your Brand: Advance your Career by Building a Personal Brand. Dr Mary Collins Dr Mary E. Collins is a Chartered Psychologist who has worked in the leadership development/talent management field since 2003. Her current role with the RCSI Institute of Leadership involves working with senior leaders in the healthcare sector to develop their capabilities through a range of executive development and academic programmes. Prior to joining RCSI, she was Head of Talent and Learning for Deloitte Ireland. Mary is an Accredited Professional Executive Coach and Coach Assessor with the Association of Coaching, a committee member of the Coaching Psychology Division of the Psychological Society of Ireland and a council member of the Irish Institute of Training & Development (IITD). She also leads a successful business psychology practice.  Mary has written Recruiting Talented People. Margaret D'Arcy Margaret D’Arcy holds a BA in Accounting and Finance from DCU and is an Associate of Chartered Accountants Ireland. She has extensive experience in delivering courses for professional accounting examinations. Margaret has been lecturing for almost years and has taught both management and financial accounting for both third level and professional education courses. Previous to her lecturing and teaching career, Margaret held a number of roles in financial institutions in such areas as retail banking, treasury and international operations. Margaret has written An Introduction to Financial Accounting (2nd Edition). Gabrielle Dillon Gabrielle Dillon is an AITI Chartered Tax Adviser (CTA) and a Director of Dermot O’Brien & Associates. With over 18 years’ experience in VAT, she previously worked as a VAT Manager for BDO. Gabrielle has lectured in VAT for the Irish Tax Institute as well as other professional bodies. She is the regular author of VAT Cases & VAT News in the Irish Tax Review and is a member of its Editorial Board. Gabrielle has co-authored VAT on Property: Law and Practice (2nd Edition). Teresa Harrington Teresa was an audit partner with PwC and led the firm’s services to the not-for-profit sector until 2015. She has over 20 years’ experience with PwC providing a full range of services to charities operating in Ireland. Since 2015, Teresa has continued to work with and provide consulting services to the not-for-profit sector. Teresa has written Accounting and Reporting by Charities in the Republic of Ireland (2nd Edition). Ethna Kennon Ethna Kennon, FCA, AITI is a Director in KPMG Ireland’s indirect tax group. Ethna has over 15 years’ experience specialising in VAT and providing indirect tax advisory and compliance services to a wide range of domestic and international businesses. She also lectures on VAT matters for Chartered Accountants Ireland and the Irish Tax Institute. Ethna has co-authored A Practical Guide to Value-added Tax. Penelope Kenny Penelope Kenny is a Fellow of Chartered Accountants Ireland, a former member of the Institute’s Council and also former Chairman of the Leinster Society of Chartered Accountants. With over 20 years’ accounting experience, she is principal at ArtsGovernance, which offers consulting on corporate governance specialising in the arts and cultural sectors. Penelope is a non-executive director, treasurer and head of the finance and audit committee of a large non-profit organisation with assets of over €500 million. She holds an MA degree from University College Dublin, for which her thesis was corporate governance. Penelope has written Corporate Governance for the Irish Arts Sector. Rachel Killeen Rachel Killeen is a marketing and communications consultant working with entrepreneurs and professional services firms to help them build business using integrated, strategic digital and traditional marketing plans. Rachel has worked with the RBS Group and also Danske Bank, focusing on marketing to corporate, treasury and SME clients. In 2007, she founded Killeen Communications Limited and now works with a range of clients from financial services and professional firms to FMCGs. Rachel has written Digital Marketing and Client Science: The Five Cs Marketing Plan for Professionals. Sheila Killian Sheila Killian is an associate professor of accountability at the Kemmy Business School, University of Limerick, where she teaches corporate sustainability and corporate finance, mainly at postgraduate level. She has also taught at universities in Finland and South Africa. Prior to joining academia, Sheila graduated in mathematics and professionally qualified in taxation and as a Chartered Accountant. She has worked in tax practice, aviation finance and educational software development. Sheila has published numerous peer-reviewed research papers on sustainability, accountability and the common good, with a focus on professional expertise, social justice, tax policy and responsible business school education.  Sheila has written Corporate Social Responsibility: A Guide, with Irish Experiences and Doing Good Business: How to Build Sustainable Value. Collette Kirwan Collette Kirwan FCA, BBS, PhD is a lecturer in accounting at Waterford Institute of Technology. She trained as a Chartered Accountant with PricewaterhouseCoopers where she subsequently worked as a manager in Audit Services. Collette first joined the School of Business at Waterford Institute of Technology in 2005. Between 2012 and 2016, Collette was a lecturer in accounting at University College Dublin where she lectured on the Master of Accounting and the Professional Diploma in Corporate Governance. Over her career, Collette has lectured at undergraduate, postgraduate and executive education levels on a range of subjects including auditing, financial reporting, financial management, corporate governance and business research methods. In 2013, Collette was awarded her PhD from University College Dublin. The study examines the role of non-executive directors on boards of private family firms. Collette’s research interests include corporate governance, boards of directors, governance of family firms, governance of not-for-profit organisations, financial reporting and auditing. During her academic career, Collette has presented at a number of international and national conferences and has published articles in Accounting, Auditing and Accountability Journal (AAAJ) and Accounting in Europe. She has also published articles on corporate governance in Accountancy Ireland. Collette has co-authored Cases in Corporate Governance and Business Ethics. Mariannunziata Liguori Mariannunziata Liguori is Senior Lecturer in Management Accounting and Director of the MSc Accounting and Finance at Queen’s Management School, Belfast, where she moved after a visiting period at the University of Alberta in Canada. She was awarded a PhD, investigating processes and organisational dynamics of accounting change in the public sector, by Bocconi University, Milan, where she has also previously worked. Mariannunziata is a member of the editorial board of the public-sector and not-for-profit journal Financial Accountability & Management. She has been the secretary of the Public Services and Charities Special Interest Group of the British Accounting and Finance Association since 2015. Mariannunziata has co-authored Charity Accounting and Reporting at a Time of Change. June Menton June Menton FCA holds a degree in Business and Legal Studies from UCD. She is a technician member of the Irish Taxation Institute. She completed her training in a medium-sized accountancy firm, O'Kelly and Co., before joining Deloitte where she worked as an auditor and management consultant. She has been Financial Controller of the Irish Sports Council since 2002. June has written Crack the Books: Accounting for Non-Accountants. Christine Nangle Christine Nangle B. Comm., ACA, Finance Manager of the Institute of Technology Tallaght where she is also an associate lecturer in the Department of Accountancy & Professional Studies. She is also director of a software development company. Christine has extensive practical and lecturing experience in auditing and assurance, and financial reporting. She qualified as a Chartered Accountant following her professional training with Deloitte and subsequently worked in industry, including eight years with Coca-Cola Hellenic Ireland, where she was Head of Internal Audit and latterly Commercial Finance Manager. Christine has written External Auditing and Assurance (4th Edition). Kerri O’Connell Kerri O’Connell FCA, AITI, TEP, has been advising small and medium-sized businesses in Ireland for 20 years. The daughter of two entrepreneurs, she is constantly inspired by those with the ideas and commitment to start and grow businesses. Kerri’s education includes an international law degree, as well as accountancy, taxation and succession planning qualifications. She trained and worked in two of the ‘Big 4’ accountancy firms and was tax partner in a medium-sized accountancy practice for 11 years. More recently, Kerri has worked inindustry and is the founder of tax consulting firm, Obvio Tax Services, advising on each phase of the business cycle: start-up, expansion and sale/succession. Kerri has written Small and Expanding Businesses: Getting the Tax Right. Ros O'Shea Ros O’Shea, BComm, MAcc, FCA, AITI, Dip Corp Gov, is a highly experienced business leader with a career spanning almost 20 years working with the board and executive of two of Ireland’s largest and most-respected companies: CRH plc, where she was Head of Group Compliance & Ethics, and Smurfit Kappa Group plc. An Irish Chartered Accountant by profession, Ros is a partner in Acorn Governance Solutions, sits on the boards of the Food Safety Authority of Ireland and the Royal Victoria Eye & Ear Hospital, is Programme Director for the Diploma in Governance & Compliance at the Irish Management Institute and also runs programmes for the Institute of Directors on these topics. Ros has written Leading with Integrity: A Practical Guide to Business Ethics. Anne Marie Ward Anne Marie Ward is Professor of Accounting at Ulster University (Jordanstown). Her teaching specialities are managerial finance and financial accounting. She has taught both topics at undergraduate and at postgraduate levels, and she also lectured for Chartered Accountants Ireland for 18 years. Anne Marie has also published articles and research reports in professional and academic journals. Anne Marie has written Finance: Theory and Practice (4th Edition).