1
00:00:06,300 --> 00:00:09,900
I want to mention two topics 
that I see impacting the

2
00:00:09,900 --> 00:00:13,070
Corporate Governance of 
Irish companies in 2023.

3
00:00:13,800 --> 00:00:18,496
The first is the Corporate Sustainability 
Reporting Directive, or the CSRD.

4
00:00:19,300 --> 00:00:23,330
The CSRD was published in the official
Journal of the European Union,

5
00:00:23,370 --> 00:00:29,149
on 16 December 2022, and it entered
into force 20 days after that.

6
00:00:29,600 --> 00:00:35,654
Member states now have a period of 18 months
to transpose the CSRD into national law.

7
00:00:35,724 --> 00:00:41,160
The CSRD was first proposed by the European
Commission as one of a number of measures

8
00:00:41,242 --> 00:00:46,188
designed to assist in achieving the
EU's sustainable growth objectives.

9
00:00:46,600 --> 00:00:52,560
It aims to develop a harmonized EU-wide
framework for the reporting of relevant,

10
00:00:52,646 --> 00:00:55,846
comparable, and reliable 
sustainability information.

11
00:00:55,929 --> 00:01:00,010
Non-financial reporting requirements
were first imposed on large public

12
00:01:00,070 --> 00:01:06,725
interest undertakings in 2014, by the Non-
Financial Reporting Directive, or the NFRD.

13
00:01:07,700 --> 00:01:12,840
The NFRD was introduced to enhance
the consistency and comparability of

14
00:01:12,900 --> 00:01:16,857
non-financial information
disclosed throughout the EU.

15
00:01:16,960 --> 00:01:22,410
However, it fell short of achieving the
primary function of corporate reporting,

16
00:01:22,450 --> 00:01:27,380
namely to enable stakeholders to make
informed decisions in order to

17
00:01:27,430 --> 00:01:31,370
protect their interests, make
investment decisions, or hold

18
00:01:31,400 --> 00:01:33,390
companies publicly accountable.

19
00:01:33,564 --> 00:01:36,839
The CSRD seeks to address these shortfalls;

20
00:01:36,960 --> 00:01:42,410
and it seeks to do so by extending the scope
of undertakings subject to reporting

21
00:01:42,450 --> 00:01:47,254
requirements, widening the types of
sustainability topics required to be

22
00:01:47,310 --> 00:01:52,154
reported on, harmonizing the 
sustainability reporting requirements,

23
00:01:52,230 --> 00:01:55,297
and providing an assurance framework.

24
00:01:56,100 --> 00:02:01,816
The CSRD will drastically change the
sustainability reporting landscape in the EU.

25
00:02:02,400 --> 00:02:08,077
Organisations of all shapes and sizes need
to take action to prepare for this impact.

26
00:02:08,910 --> 00:02:12,820
At Mason Hayes and Curran, we're already
working with many of our clients to assist

27
00:02:12,880 --> 00:02:16,630
them in developing a roadmap towards 
sustainability reporting.

28
00:02:16,928 --> 00:02:21,359
The second topic that I'd like to 
move on to is the question of public

29
00:02:21,392 --> 00:02:23,472
access to company information.

30
00:02:24,400 --> 00:02:28,450
And this topic arises in the context
of a recent Judgment of

31
00:02:28,490 --> 00:02:33,133
the European Court of Justice that
has made it harder to get information

32
00:02:33,200 --> 00:02:35,030
about the ownership of companies.

33
00:02:36,400 --> 00:02:42,763
The ECJ has ruled that the unfettered right
of public access to the personal information

34
00:02:42,800 --> 00:02:48,470
of individuals who ultimately own or control
companies incorporated in EU member states

35
00:02:48,470 --> 00:02:52,624
is incompatible with the European Charter
of Fundamental Rights.

36
00:02:52,624 --> 00:02:58,150
Irish law, which transposes EU anti-money
laundering measures, gives the public an

37
00:02:58,210 --> 00:03:03,700
unqualified right to access the name, month
and year of birth, and country of residence

38
00:03:03,769 --> 00:03:09,427
of the individuals who own and control
Irish companies on the payment of a fee.

39
00:03:09,800 --> 00:03:14,700
The only exception made is for minors,
where the applicant for information must

40
00:03:14,730 --> 00:03:17,508
show why their request is in the public interest.

41
00:03:18,600 --> 00:03:24,956
The right of access to this information, without
having to explain or show why the information

42
00:03:25,035 --> 00:03:29,335
is requested has now been
ruled by the ECJ to be invalid.

43
00:03:30,100 --> 00:03:33,400
Now, the judgment does recognize
that there are good reasons for

44
00:03:33,400 --> 00:03:37,060
information on beneficial ownership
of companies to be collected.

45
00:03:37,139 --> 00:03:41,044
For example, the combating of money
laundering and terrorist financing.

46
00:03:41,800 --> 00:03:46,050
However, the Court has also stated that
this must be balanced against an

47
00:03:46,090 --> 00:03:50,600
individual's right to a private life, and
the protection of personal data.

48
00:03:51,300 --> 00:03:57,422
The court has suggested that any person
wishing to access the data must

49
00:03:57,500 --> 00:04:00,280
actually demonstrate a legitimate interest.

50
00:04:00,280 --> 00:04:04,880
In the light of this judgment, a similar
provision in Irish law, or the extension

51
00:04:04,950 --> 00:04:09,030
of the Legitimate Interest Test, which 
presently applies to the beneficial

52
00:04:09,060 --> 00:04:11,232
ownership of trusts, looks likely.

53
00:04:11,900 --> 00:04:14,900
And we are watching the progress
of this matter with interest.

54
00:04:14,900 --> 00:04:19,510
Particularly because of the importance of
ensuring a specific and broad definition

55
00:04:19,510 --> 00:04:24,000
of legitimate interest, so that those that
require access to this information for

56
00:04:24,070 --> 00:04:29,048
things like: exposing corporate conduct,
sanctions evasion, profiteering from

57
00:04:29,100 --> 00:04:33,331
state contracts, or conflicts of
interest can continue to do so.

58
00:04:34,100 --> 00:04:39,112
As we always do, we will continue to keep
everyone updated as this topic progresses.