Thought Leadership News

The Irish Corporate Governance Code represents a progressive approach to ensuring best practice among companies listed on Euronext Dublin and enhances the reputation of ‘Ireland Inc’ globally. Níall Fitzgerald and Louise Gorman explain why Did you know that Ireland hosts one of the most extensive corporate governance infrastructures in Europe?  In Ireland, there are specific governance codes applicable to listed companies, charities, state bodies, financial services institutions, funds and sports organisations.  This is in addition to other entity-specific requirements that may also apply – charities may have to comply with multiple governance requirements as a condition of receiving state funding, for example.  Yet, until recently, Irish listed companies have relied on the best practice principles of the UK Corporate Governance Code (UK Code).  It is therefore worth considering the extent to which the recent publication of the Irish Corporate Governance Code 2024 (Irish Code) presents a new opportunity to tailor best practice in corporate governance to Irish listed companies. The Irish Code will apply initially to a small number of companies listed on Euronext Dublin, the Irish Stock Exchange, for financial years commencing 1 January 2025. Those dual-listed in both Ireland and the UK have the option to either follow the Irish Code or the UK Code in respect of their Irish listing.  The introduction of the Irish Corporate Governance Code is nonetheless significant.  Four years on from the UK’s departure from the European Union (EU), the Irish Code signals that the time has come for Irish companies to follow a path aligned with EU policy and practice, while remaining loyal to the overarching best practice principles established by the UK. It also reflects welcome proactivity in protecting and enhancing the reputation of ‘Ireland Inc’ on the global stage.  Historically, many corporate governance codes and laws internationally have been introduced in response to corporate failings.  By contrast, the Irish Code has emerged out of a desire to ensure that best practice is suitably tailored to the specific circumstances of Irish listed companies.  This comes at no cost to our competitiveness. We retain our well-established ‘comply or explain’ principles-based approach, while also remaining globally connected via our EU membership. Further, we host a US Public Company Accounting Oversight Board presence relating to both Irish companies listed on US Stock Exchanges and US listed companies operating in Ireland. What does this mean for Irish companies? Irish companies already complying with the UK Code will, for the most part, maintain their existing governance practices. They will need to address some specific Irish Code requirements, however. The extent of any differences here will vary depending on each company’s governance policies and structures.  Some companies may find the adjustment process less challenging, particularly those already preparing for the new UK Code applying from 1 January 2025 (apart from Provision 29, which applies from 1 January 2026).  The UK Code served as the basis for developing the Irish Code. Euronext Dublin has made changes only where necessary to ensure proportionality and relevance.  To enhance the principle-based approach, Euronext Dublin has also taken the decision not to include some of the more prescriptive requirements driven largely by the UK regulatory environment.  Maintaining close alignment makes sense as the UK Code is highly regarded and sets a high standard for corporate governance that is emulated internationally.  Our table illustrates some of the key differences between the Irish and the UK Code. Some of these differences, and what they mean for Irish companies, are further explained below. Internal control and risk management: A significant new requirement in the UK Code is included within Provision 29. This requires boards to provide a “declaration of effectiveness” on internal controls, identifying any ineffective controls as of the balance sheet date. Compliance will require boards to establish an independent framework to monitor and assess their internal control and risk management systems. The Irish Code also requires boards to review and report on the effectiveness of these systems, but it is less detailed, not requiring specific declarations or publication of ineffective controls at the balance sheet date. Audit committees: The UK Code requires audit committees to adhere to the Financial Reporting Council’s (FRC) “Audit Committees and the External Audit: Minimum Standard.” In contrast, the Irish Code outlines the roles and responsibilities of audit committees, which are consistent with Companies Act 2014 (Section 167) requirements, without reference to an additional standard, specifying that their work should be detailed in the annual report. Maintaining the principle-based approach in this area is practical, as best practices for audit committees are evolving in accordance with emerging recommendations on audit tendering oversight and sustainability reporting coming from bodies such as the FRC and Accountancy Europe. Less prescriptive and more proportionate: The Irish Code retains core principles, such as workforce engagement, but leaves it to boards to choose the most appropriate methods for their companies’ needs. This facilitates greater flexibility relative to equivalent parts of the UK Code which specify detailed considerations or criteria. The Irish Code aligns some provisions with those in smaller EU capital markets, enabling a proportionate governance approach. For example, while one of the criteria for assessing non-executive directors’ independence in the UK Code requires a five-year employee cooling-off period to be considered, the Irish Code sets this at three years, balancing market size and available talent. Regulatory oversight and enforcement: Like the UK, the Irish Code relies on the market mechanism. It aims to promote high standards of integrity, transparency and accountability. Investors and stakeholders can evaluate disclosures and make comparisons across companies in assessing corporate governance quality. These assessments then inform decisions and actions taken in the markets, such as the decision to buy or sell shares. The implication of this in the UK experience is that the FRC has no sanctioning authority in instances of weak compliance; sanctioning is left to the market mechanism. The FRC does, however, conduct thematic reviews to guide improvements in corporate reporting and governance. Ireland currently has no equivalent body for corporate governance assessment. However, the Irish Auditing and Accounting Supervisory Authority reviews annual reports for EU Transparency Directive compliance, without a specific corporate governance focus. While sanctions do not apply for weak governance compliance, Euronext Dublin can impose sanctions or suspend listings for violations of the listing rules. The Financial Conduct Authority in the UK has a similar approach.   The Irish Code and the UK Code: key differences Workforce engagement  The Irish Code requires boards to explain workforce engagement methods and their effectiveness, without mandating a specific method as in the UK Code. Additionally, it requires a board review of policies for raising concerns. This requirement aligns with the OECD Corporate Governance Principles 2023.  Threshold for addressing shareholder dissent The threshold for consulting with shareholders on a dissenting vote against a board recommendation is set at 25 percent under the Irish Code (20% in the UK Code). Unlike the UK, there is no requirement to provide a six-month shareholder update on the consultation, but it should be addressed in the next annual report. Non-executive director independence  When considering the independence of a non-executive director (NED), the criteria relating to previous employment by the company is whether they have been an employee of the company within the last three years (compared to five years in the UK Code). Board appointments The Irish Code does not include the UK Code restriction on the number of appointments a non-executive director has in a FTSE 100 or other significant undertaking. The Irish Code requires all commitments to be considered when determining whether the NED has the capacity to fully commit to the board. Company Secretary The Irish Code further elaborates on the role of the Company Secretary in ensuring a good information flow within the board, its committees and between management and non-executive directors – recording accurate minutes, facilitating induction and assisting with professional development of non-executive directors. Board evaluation The Irish Code replaces the UK Code reference to FTSE 350 companies with “companies with a market capitalisation in excess of €750 million” in the requirement to conduct an external board evaluation at least once every three years. Board skills and expertise The Irish Code includes an additional requirement for the nomination committee to use the results of a board evaluation to identify the board’s skills, knowledge and expertise requirements. This should be reflected in board succession plans, professional development plans and steps taken to ensure the board has access to the skills, knowledge and expertise it requires. This requirement is consistent with good governance practices in other EU countries, e.g. the 2020 Belgium Code on Corporate Governance. Diversity and inclusion Whereas the UK Code includes reference to UK equality legislation for diversity characteristics, the Irish Code requires companies to have a diversity and inclusion policy regarding gender and other aspects of diversity of relevance to the company and includes measurable objectives for implementing such a policy. The Irish Code requires this policy to be reviewed annually. Audit Committee To ensure consistency with the Companies Act 2014, the requirement for one member of the Audit Committee to have “recent and relevant financial experience” is changed to “competence in accounting or auditing”. Reference to “financial reporting process” is replaced with “corporate reporting process” to better reflect the audit committee’s role in monitoring financial and non-financial reporting, e.g. sustainability reporting. Reference to the UK specific Financial Reporting Council guidance on “Audit Committees and the External Audit: Minimum Standard” is also removed. Internal controls and risk management systems The Irish Code does not include the UK Code provision for the board to include a declaration of effectiveness of material controls, but the requirement to monitor the company’s internal control and risk management systems and review their effectiveness remains.  Remuneration Under the Irish Code, share awards in long-term incentive plans must vest over at least three years, unlike the UK’s five-year minimum. Malus and clawback provisions should be described generally in annual reports, and executive pensions require thoughtful comparison to workforce pensions, with less prescriptive rules than the UK Code. What next for the Irish Code?  Euronext Dublin is in the process of revising the Listing Rules to give effect to the new Irish Code and is further streamlining the requirements.  An Irish Corporate Governance Panel will be established, with responsibility for reviewing and advising on changes to the Irish Code in the context of the evolving corporate governance landscape in Ireland, the UK and Europe alongside other factors.  What impact the Irish Code will have remains to be seen. It represents a sensible approach to building on the reputation and quality of the UK Code, and while there are some differences between the Irish and UK Code, they are mostly aligned.  We have been careful to note that the Irish Code initially applies only to a small number of companies, so one may be forgiven for questioning its true significance. Nonetheless, key issues on the European regulatory horizon suggest that it may mark the start of a greater departure from the UK’s approach to governance.  The recent transposition of the Corporate Sustainability Reporting Directive into Irish law provides another example of this as the CSRD’s required disclosures on governance introduce an EU influence into governance in Irish companies.  Future revisions to the Irish Code may further reflect this newly established autonomy in governance in Ireland, particularly as we adopt the Corporate Sustainability Due Diligence Directive and other directives the European Commission will inevitably introduce over time.  Currently, best practice principles for Irish private companies are limited to voluntarily following the UK’s Wates Corporate Governance Principles for Large Private Companies. Just as the UK Code has influenced these principles, the Irish Code may provide a basis for further extension to large private entities.  There is also a strong argument that any evolution in corporate governance guidance deserves due consideration, particularly as boards deal with increasing risks and opportunities from environmental, social, economic and technological developments.  As it happens, there are no immediate plans to draft guidance to support the Irish Code, and the FRC’s Corporate Governance Code Guidance should, in the short term, be sufficient to fill the gap.  Experts in the area have long noted that attention tends be paid to corporate governance only when a failure occurs.  Given the level of public scrutiny such failures attract, and the associated reputational costs borne by board members, any Irish listed company director should be asking themselves if they can really afford not to pay attention to the new Irish Corporate Governance Code. Níall Fitzgerald, FCA, is Head of Ethics and Governance at Chartered Accountants Ireland Louise Gorman is Assistant Professor at Trinity Business School

Smaller employers completing gender pay gap reports for the first time in 2025 have a wealth of information to draw on but much work ahead, write Aoife Newton and Andrew Egan A lot can be learned from the first three years of gender pay gap reporting in Ireland, which means those employers new to this reporting in 2025 have a wealth of valuable data to learn from.  Many large employers are already producing in-depth and illustrative annual gender pay gap reports. Although primarily focused on statutory reporting requirements, they also reflect best practice approaches to tackling gender pay gaps and outline clear, insightful ways to explain these gaps.  For employers preparing to report for the first time, these reports are worth reading, if only to give you a sense of the approach others have already taken. As much as you can learn from this, however, you should not underestimate the volume of HR, payroll and other data required for gender pay gap reporting, the complexity involved in merging this data, the calculations required and the scrutiny you can expect to face when communicating your findings to stakeholders internally and externally.  Gender pay gap results published in 2025 will be based on data collected over 12 months, typically from July 2024 to June 2025, though the exact dates will depend on each employer’s chosen snapshot date.  This means employers not already focusing on gender representation across their organisation may find themselves having to explain sizable gender pay gaps. With Irish employers employing as little as 50 people in scope for reporting next year, we expect to see a lot more focus on this area from the media, employees and other stakeholders.  Smaller employers are subject to the same legislative requirements as their larger counterparts; there are no exemptions for employers with limited resources. This means they will be required to produce a report reflecting accurate results aligned with 11 statistical gender pay gap metrics along with a narrative detailing the reasons for existing gaps and measures (both existing and planned) to reduce or eliminate these gaps.  New 2024 regulations – new results? The Employment Equality Act 1998 (section 20A) (Gender Pay Gap Information) (Amendment) Regulations 2024 were introduced last May and it will be interesting to see what impact they have on this year’s gender pay gap reporting results. Under the 2024 Regulations, social welfare payments relating to certain periods of protective leave can now be included in gender pay gap calculations. This is a welcome development as it may help reflect parity of payment in line with notional hours worked.  Prior to this, the regulations have only included ‘top-up’ payment made by employers as relevant pay for gender pay calculations, providing that social welfare payments should be excluded (notwithstanding that full hours have been included).  The impact of this approach has been to reflect a lower hourly rate of pay for employees in receipt of certain welfare payments.  For 2024 reporting and beyond, employers will need to include both maternity leave benefit along with a maternity ‘top-up’ payment (i.e. 100% pay) matched with 100 percent hours.  This should reflect a notional increase in pay for women, thus helping to ‘reduce’ an employer’s gender pay gap compared to last year’s reporting. The 2024 Regulations also adjust the treatment of share options and interests in shares. These are now considered benefit-in-kind rather than forming part of bonus payments.   This could have a significant impact on the gender pay results of in-scope employers as benefit-in-kind is not included in either overall gender pay calculations or separate bonus calculations. Previously, share options and interests in shares were included in both.   The issue of actual shares (to be valued on the date of issue) continue to be part of the bonus calculation. So far in 2024, we are seeing steady results in completed reports compared to reports in the two years prior.  Typically, any significant variations in results can be explained by reference to changes in personnel at a senior level or due to business restructures. Both will continue to impact annual reporting.  Comparison is key An important aspect of reporting for many employers is how favourably, or otherwise, they compare with their peers operating in the same sector or industry. For example, if an employer operates in a sector that is traditionally male dominated (e.g. engineering), this will clearly influence their gender pay gap results.  In certain sectors, such as professional services, where employers are recruiting in the same talent pool as their competitors, how their organisation compares to their peers really matters.  Ideally, employers will want to see results that are either “similar to” or “more favourable than” their competitors.  If their results are not, boards and management should query why they are out of line with competitors with a similar resourcing structure recruiting from the same talent pool. In particular, it is worth examining whether there are discriminatory practices behind any results revealing a wide gender pay gap as this could be affecting female representation at the higher levels of the organisation – or perhaps the organisation’s pay and bonus structure is weighted in favour of men?  Ultimately, gender pay gap results serve to root out any embedded issues that may be impeding more equitable pay across the board. New developments in 2025 The biggest change in 2025 will be the extension of the gender pay gap reporting obligation to employers with just 50 employees. In addition to this development, we expect to see some changes to how the gender pay gap reporting process is carried out.  As it stands, employers must include their gender pay gap data and statement of information on their website – or have it available for public inspection.  We understand the Government has issued a tender for the development of an online gender pay gap portal, with development due to start in the coming weeks and testing earmarked for the new year.  It is expected that the portal will have similar functionality to an online gender pay gap portal already in operation in the UK.  If this is the case, the portal will allow employers and other interested parties to compare and contrast results with ease, rather than having to rely on the current, more laborious, manual process.  This new system of reporting is also expected to result in the reporting deadline being brought forward to the end of November 2025.  Employers – both those already reporting and new to the regime – will therefore have a five-month window in which to report, slightly shorter than the current six-month timeframe.  All employers in scope for reporting next year must thus be vigilant and ensure they are up to date at all times with the portal requirements and potential new deadline.  The EU Pay Transparency Directive Looking further ahead, as the EU Pay Transparency Directive (the Directive) is due to be transposed by June 2026, we expect to see many more changes to the reporting regime in the coming years.  The implementation of the new rules under the Directive will not only change the amount of data required but will also align gender pay gap reporting more closely with the employee engagement agenda.   Further, gender pay gap reporting under this Directive will not simply be about producing an annual report of results and narrative; it could also open up data results to scrutiny from trade unions and other employee representatives.  Where there are gaps of more than five percent in any category of worker (these categories are yet to be defined), which cannot be objectively justified and cannot be rectified within a six-month period, the employer may have to engage in a joint pay assessment.  Such joint pay assessments are expected to involve trade unions or other employee representatives.  Employers and all relevant stakeholders should, therefore, be more concerned about how the Directive will shine a light on their organisation’s gender pay gaps, bringing current reporting closer to the principle of equal pay and overall pay transparency.   Acknowledge the gaps Given the additional layer of data scrutiny under the EU Pay Transparency Directive, we are encouraging all employers with gender pay gaps in favour of male employees to commit to deeper analysis.  By better understanding the causes of such gaps at every level of their business, they will find these discrepancies easier to explain (based on objective criteria), and also potentially easier to rectify.  And while not all gaps may be fixable in the short-term, a deep analysis can give employers a good starting point to devise a longer-term solution, as well as greater scope to explain these gaps to legislators with reference to objective criteria. Ultimately, employers who are not focused on gender parity, closing gaps or preparing for the impending new regime, may be exposed to time-consuming and potentially contentious joint pay assessments.  Aoife Newton is Head of Employment and Immigration Law, KPMG Law LLP  Andrew Egan is a Director with KPMG, leading the firm’s tax data and analytics service offering

Maria Johnson, Head of Finance for Capital Investments at Iarnród Éireann, talks to Liz Riley about her journey to becoming a Chartered Accountant, the value of balance, and the lessons learned from a diverse and rewarding career Starting out, my journey to accounting was somewhat convoluted.  First, a late change to my CAO form brought me to the University of Limerick where I did a degree in Business Studies and French at the University of Limerick, ultimately choosing to major in Economics and Finance and minor in French.  I undertook the Professional Diploma in Accounting at Dublin City University (DCU) and I am now a Fellow of Chartered Accountants Ireland and Head of Finance for Capital Investments at Iarnród Éireann.  I am also lucky enough to be a mother, a stepmother, a daughter, a wife, a sister and a friend.  Capable business advisor I participated in the “milk round” while studying at DCU and decided that training in audit with BDO should be my next step.  The firm proved the ideal choice to commence my career as a Chartered Accountant.  As the audit department was not split into sector-specific teams, I was exposed to numerous sectors, including pharmaceuticals, financial services, professional services and manufacturing, during my training contract.  I also completed two client-based secondments, which gave me valuable real-world experience early in my career.  The BDO philosophy was to ensure the firm’s graduates would become capable business advisors as well as confident accountants through consistent exposure to partners and senior managers, genuine dealings with clients, attendance at relevant meetings and opportunities to present findings and solutions.  This philosophy has benefited me throughout my career, enabling me to work across sectors undaunted and ensuring that I can have valuable conversations with clients and colleagues as required without reservation.  I learned not to be pigeonholed either through education or early career choices. Up-and-coming accountants should aim for a degree and graduate programme that is established and will give them maximum exposure to sectors and professions in their chosen field.  Trading in facts I completed my graduate programme in October 2008, just as the Celtic Tiger was waning and the recession approached.  I was asked to join the Corporate Advisory and Recovery Team at BDO. I worked on this team until June 2014, moving from manager to senior manager during this tenure.  It was an unimaginably busy but rewarding time. All insolvency processes involve an investigation and an evaluation of how the company ultimately failed. These investigations involve forensic reviews of the books and records of the company and meetings and interviews with the officers of the company.  I learned to always remain resolutely professional, treating everyone I meet respectfully and equally – never make assumptions, trade only in facts and always back up all conclusions with evidence. Managing “the juggle” In July 2014, I moved to London with Mazars to work on an engagement for the Financial Conduct Authority. From there, I came back to the Dublin office to work in the financial consulting and decision-making support team. Our team specialised in financial modelling, data analysis and capital business cases. I became a Director on this team in September 2019.  During my time at Mazars, I became a proud dog owner, got married and became both a stepmother and a mother. We also moved from the highly convenient Harold’s Cross to a more family-friendly Portmarnock.  So, I became very well acquainted with “the juggle”.  When I returned from maternity leave, I received some timely advice suggesting I should become very aware that my time was no longer ‘elastic’, meaning I needed to set strict boundaries and stick to them.  This advice has always stuck with me and helps me to set my priorities for the day or week and allocate focus time to achieve those priorities. While it is always good to be flexible, this can no longer be a constant when crèche closing times are set in stone.  Making a different to Ireland’s future In March 2020, I joined Iarnród Éireann as Head of Finance for the newly formed Capital Investment Division. Capital Investments is tasked with building the “railway of the future”.  The Capital Investments team is currently delivering the DART+ Programme, the Cork Area Commuter Rail Programme, the reopening of the Foynes Line in County Limerick and many more projects across the island of Ireland.  I always loved practice. My move was not planned. It was simply that a role I was truly interested in pursuing crossed my path and I couldn’t resist exploring it further.  I have seen many colleagues and friends take roles specifically based on monetary rewards. While this is, of course, important, it rarely results in long-term career success.  I am enjoying working on a multidisciplinary team that is making a real and enduring difference to the Ireland of the future. This role allows me to leverage all the lessons learned in my career to make a real contribution to a busy senior management team. Don’t rush and take time to learn from and enjoy the many opportunities that come your way. I have held many different roles within the accountancy profession.  The work I have undertaken and the professionals I have had the privilege to work with along the way have shaped how I interact with colleagues, approach the work I do and represent my team at an organisational level today.  I’ve learned several things over my career that has influenced my work at Iarnród Éireann: Where possible, always work for companies that have a culture and strategy you are comfortable with.  Real flexibility and respect for work-life balance are lived experiences rather than buzzwords in graduate brochures and company websites.  Organisation is key. I have a great team who are highly committed to their work. I am grateful to them for all that they do, but I also respect that they all have competing priorities. Everyone has competing priorities in life irrespective of their gender, age or stage of life. We try to identify additional priorities and ad hoc tasks well in advance and plan for them around business-as-usual responsibilities to ensure everything is done in a timely and professional manner Balance in teams is essential. I have been a manager in one guise or another since I was 25. I have always happily gotten to know each of my teams. Impromptu coffees and lunches and, most of all, genuine interest are much more valuable than expensive annual outings, etc. Respect, organisation, a shared goal and camaraderie must be a constant in any successful team. Striving for balance Life is a balancing act. I have always worked for organisations that respect diversity and inclusion. I have had colleagues from all backgrounds and across many nationalities. I don’t believe being female has strongly influenced my career and I have been awarded opportunities on merit where deserved.  Where the juxtaposition of gender roles does come into play is in the mid-career juggle between career and family. Society’s expectations are enormous and growing, and the pressure to be the best at everything is real.  I am lucky to have a husband and life partner who also holds a demanding role and who is committed to working with me to do our “best” with life’s challenges and professional obligations in a given week – not “be the best”, but do our best.  I once heard at an International Women’s Day event in London that in any relationship there is an ebb and flow as to whose “time” it is. This is how we run our household every week. It is not always any one person’s “time”, but rather everyone gets their “time” when they need it.  In reflecting on my journey, I recognise that every step – whether carefully planned or serendipitous – has contributed to the professional and personal life I lead today.  To those beginning their own journeys, I would say this: remain open to change, stay true to your values and strive to balance ambition with the things that truly matter in life. The path may be winding, but it’s the experiences and people along the way that make it rewarding.