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I want to mention two topics [br]that I see impacting the

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Corporate Governance of [br]Irish companies in 2023.

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The first is the Corporate Sustainability [br]Reporting Directive, or the CSRD.

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The CSRD was published in the official[br]Journal of the European Union,

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on 16 December 2022, and it entered[br]into force 20 days after that.

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Member states now have a period of 18 months[br]to transpose the CSRD into national law.

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The CSRD was first proposed by the European[br]Commission as one of a number of measures

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designed to assist in achieving the[br]EU's sustainable growth objectives.

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It aims to develop a harmonized EU-wide[br]framework for the reporting of relevant,

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comparable, and reliable [br]sustainability information.

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Non-financial reporting requirements[br]were first imposed on large public

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interest undertakings in 2014, by the Non-[br]Financial Reporting Directive, or the NFRD.

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The NFRD was introduced to enhance[br]the consistency and comparability of

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non-financial information[br]disclosed throughout the EU.

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However, it fell short of achieving the[br]primary function of corporate reporting,

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namely to enable stakeholders to make[br]informed decisions in order to

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protect their interests, make[br]investment decisions, or hold

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companies publicly accountable.

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The CSRD seeks to address these shortfalls;

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and it seeks to do so by extending the scope[br]of undertakings subject to reporting

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requirements, widening the types of[br]sustainability topics required to be

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reported on, harmonizing the [br]sustainability reporting requirements,

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and providing an assurance framework.

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The CSRD will drastically change the[br]sustainability reporting landscape in the EU.

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Organisations of all shapes and sizes need[br]to take action to prepare for this impact.

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At Mason Hayes and Curran, we're already[br]working with many of our clients to assist

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them in developing a roadmap towards [br]sustainability reporting.

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The second topic that I'd like to [br]move on to is the question of public

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access to company information.

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And this topic arises in the context[br]of a recent Judgment of

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the European Court of Justice that[br]has made it harder to get information

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about the ownership of companies.

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The ECJ has ruled that the unfettered right[br]of public access to the personal information

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of individuals who ultimately own or control[br]companies incorporated in EU member states

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is incompatible with the European Charter[br]of Fundamental Rights.

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Irish law, which transposes EU anti-money[br]laundering measures, gives the public an

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unqualified right to access the name, month[br]and year of birth, and country of residence

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of the individuals who own and control[br]Irish companies on the payment of a fee.

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The only exception made is for minors,[br]where the applicant for information must

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show why their request is in the public interest.

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The right of access to this information, without[br]having to explain or show why the information

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is requested has now been[br]ruled by the ECJ to be invalid.

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Now, the judgment does recognize[br]that there are good reasons for

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information on beneficial ownership[br]of companies to be collected.

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For example, the combating of money[br]laundering and terrorist financing.

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However, the Court has also stated that[br]this must be balanced against an

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individual's right to a private life, and[br]the protection of personal data.

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The court has suggested that any person[br]wishing to access the data must

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actually demonstrate a legitimate interest.

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In the light of this judgment, a similar[br]provision in Irish law, or the extension

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of the Legitimate Interest Test, which [br]presently applies to the beneficial

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ownership of trusts, looks likely.

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And we are watching the progress[br]of this matter with interest.

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Particularly because of the importance of[br]ensuring a specific and broad definition

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of legitimate interest, so that those that[br]require access to this information for

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things like: exposing corporate conduct,[br]sanctions evasion, profiteering from

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state contracts, or conflicts of[br]interest can continue to do so.

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As we always do, we will continue to keep[br]everyone updated as this topic progresses.