From December 17, 2023, The Protected Disclosures (Amendment) Act 2022 expands its reach to organisations with 50 to 249 employees.

This landmark legislation, enacted in January 2023, transposes the EU Whistleblowing Directive and mandates robust reporting channels for workers to safely disclose concerns about wrongdoing.

Previously, the Act's obligations applied exclusively to private sector organisations with 250 or more employees, along with public bodies and entities governed by specific EU regulations.

With the upcoming expansion, employers with 50 to 249 employees must now establish formal reporting procedures to safeguard whistleblowers.

The Act emphasises the confidentiality of whistleblower identities, ensuring that reporting individuals are not subjected to retaliation or dismissal.

It also broadens the scope of protected disclosures to include a wider range of wrongdoing, encompassing areas like environmental breaches and public health concerns.

Lionheart Corporate Governance is advising its clients whose obligations may come under the Act to thoroughly review their existing whistleblower policies to ensure compliance and alignment with the Act's requirements.

At a recent Lionheart Corporate Governance Non Executive Director CPD Module we were discussing the challenges of trying to benchmark culture and to illustrate the challenge we asked the participants to imagine a large, traditional Irish company, such as Ryanair, acquiring a smaller, more agile start-up, such as Aer Arann.

We frequently get asked to explain the Corporate Sustainability Reporting Directive (CSRD) to Boards of Directors.

The CSRD is a new EU law that will require large companies and listed SMEs to report on their sustainability performance. It is the biggest change in sustainability reporting regulation in over a decade, and it will come into force on a phased basis from January 2024.

In observance of Charity Trustees' Week, Lionheart Corporate Governance offers vital insights into the roles and responsibilities of charity trustees.

This snapshot underscores the significance of compliance and effective governance in the charity sector. It outlines key focus areas, including policy development, conflict management, and risk assessment. By leveraging Lionheart's extensive experience in charity governance, the piece provides actionable guidance for trustees. The article concludes with an offer for professional consultation from Lionheart, positioning it as a valuable resource for trustees seeking to enhance their organisations governance and legal adherence.

In our practice here at Lionheart Corporate Governance where we deal in the realm of modern governance, #ESG discussions reign supreme, significantly impacting investor relations and regulatory landscapes.

What we are seeing with Irish Board Directors seeking continuous professional development (CPD) or Effective Board Evaluations, is that they are honing in on the "S" in ESG—which represents the Social aspect—clearly at this point its become a strategic priority.

At a recent Lionheart Corporate Governance Non Executive Director CPD Module we were discussing the challenges of trying to benchmark culture and to illustrate the challenge we asked the participants to imagine a large, traditional Irish company, such as Ryanair, acquiring a smaller, more agile start-up, such as Aer Arann.

Cyber Security September Event 

Rethinking Board Culture - A Guide for Non Executive Directors 

Recent cyber attacks have showcased the ever-evolving nature of cyber threats. In Ireland, the HSE ransomware attack compromised critical healthcare infrastructure, while the UK's Colonial Pipeline incident underscored the potential for cyber attacks to disrupt critical services. These cases exemplify the urgency with which boards must grasp the complex threat landscape.

Lionheart are delighted to sponsor the 2023 Lucas Lecture.

This years outstanding event was hosted at the RDS and the lecture on the Légion d’honneur was given by the Ambassador of France to Ireland HE Vincent Guérend pictured here with Prof Owen Lewis, Past President RDS, Patrick Downes, Chair Lucas Committee, John Dardis President RDS, Hilary Haugh, Vice President, RDS

Finding & Onboarding the Right Board Members

Live Webinar

HERE

The team at Lionheart are pleased to cohost with the Institute of Management Consultants and Advisors, this Masterclass on chatboxGPT

with Joe Houghton from UCD

on the

19th July 2023 at 13:00

Book your spot

HERE

The team at Lionheart are pleased to support the Jack and Jill Foundation once again and are delighted to receive this work of art by the artist Anna Byrne via participation in their annual Incognito campaign

NEW PPSN REQUIREMENT FOR IRISH DIRECTORS

With effect from 23 April 2023, the Companies Registration Office (CRO) will require all directors of Irish companies to provide their personal public service number (PPSN) or a Verified Identity number (VIN) when:

• Incorporating a new company (CRO Form A1)

• Filing an annual return (CRO Form B1)

• Notifying a change of director (CRO Form B10)

• Notifying of ceasing to act as a director (CRO Form B69)

Requirement for identity verification

The requirement for directors to provide a PPSN was introduced by the Companies (Corporate Enforcement Authority) Act 2021.

The purpose of the new disclosure requirement is:

• To reduce the risk of identity theft by introducing additional identity validation checks when submitting personal information relating to directors to the CRO, and

• To improve the accuracy and integrity of the information held by the CRO

A director’s unique PPSN will be used for identity validation purposes but will not appear on the summary page of any CRO filing, nor will it be publicly available.

Validated PPSN and VIN information will be stored securely by the CRO in an irreversible hashed/encrypted format.

Non-resident directors

Non-resident directors who do not have a PPSN will be required to apply to have a VIN issued to them by means of a Form VIF, or Declaration as to Verification of Identity. This form must state the name, date of birth, nationality and address of the director who is applying for the VIN.

The director must solemnly declare this information to be correct and true, and have this declaration verified, witnessed by a commissioner for oaths / notary and signed.

If an RBO Transaction Number was previously issued to a director for the purpose of filings with the Central Register of Beneficial Ownership of Companies and Industrial & Provident Societies (RBO), this number will be reclassified as a VIN and it will not be necessary to obtain and provide a separate number in these cases.

Verification discrepancies and potential delays

The CRO will verify the information provided by a director against the name and details held at the Department of Employment and Social Protection (DEASP) via an electronic interface. If there are any discrepancies in this information, it may result in the submission being rejected.

Given the requirement to provide either a PPSN or VIN on incorporation for all directors, there is a potential for delays with new company incorporations where non-resident directors may need to apply for a VIN in advance of submitting the incorporation application.

Summary

The implementation of the new PPSN requirement should greatly improve the overall accuracy of company information on the register in the long term. Given the potential for delays in the initial implementation period, companies and presenters should act now to ensure that the information held at the DEASP is consistent with the information held at the CRO or to apply for VIN where needed.

For more information regarding the new requirements, contact a member of the Lionheart Corporate Governance team.

Happy St Patricks Day

Happy Easter to all our clients, colleagues and partners and to their respective families.

We hope you have a great break

Board effectiveness holds many definitions depending on the industry, mission, organisation size, local legislature, challenges and tasks at hand, and more. However, there are some common factors all governing boards must adhere to to be successfully effective.

Register for our 30-minute panel discussion webinar to get the latest insights on how to increase board effectiveness in mission driven organisations. The panel will discuss, provide tips, and share best practices on:

• Defining board effectiveness

• Board member recruitment, onboarding, and annual reviews

• Information sharing structure and processes

• Board member communications, engagement, and more!

Bring your questions!

Happy St Patricks Day

Happy St Patricks day to all our clients, colleagues and partners and to their respective families.

We hope you have a great day

Extension to Virtual AGM Legislation

In a welcome decision from Government the Covid-19 pandemic-related provisions that let businesses hold virtual Annual General Meetings have been extended by the Government through to the end of 2023.

The government approved the further extension of the Companies (Miscellaneous Provisions) (Covid-19) Act's interim provisions in relation to the Companies Act 2014 and the Industrial and Provident Societies Act 1893. 

More information may be found HERE

Charity Trustee Training

Practical CPD Training module for Trustees of Irish Registered Charities with up to date insights and demonstrations of best practice and current legislation.