WEBVTT 00:00:06.300 --> 00:00:09.900 I want to mention two topics that I see impacting the 00:00:09.900 --> 00:00:13.070 Corporate Governance of Irish companies in 2023. 00:00:13.800 --> 00:00:18.496 The first is the Corporate Sustainability Reporting Directive, or the CSRD. 00:00:19.300 --> 00:00:23.330 The CSRD was published in the official Journal of the European Union, 00:00:23.370 --> 00:00:29.149 on 16 December 2022, and it entered into force 20 days after that. 00:00:29.600 --> 00:00:35.654 Member states now have a period of 18 months to transpose the CSRD into national law. 00:00:35.724 --> 00:00:41.160 The CSRD was first proposed by the European Commission as one of a number of measures 00:00:41.242 --> 00:00:46.188 designed to assist in achieving the EU's sustainable growth objectives. 00:00:46.600 --> 00:00:52.560 It aims to develop a harmonized EU-wide framework for the reporting of relevant, 00:00:52.646 --> 00:00:55.846 comparable, and reliable sustainability information. 00:00:55.929 --> 00:01:00.010 Non-financial reporting requirements were first imposed on large public 00:01:00.070 --> 00:01:06.725 interest undertakings in 2014, by the Non- Financial Reporting Directive, or the NFRD. 00:01:07.700 --> 00:01:12.840 The NFRD was introduced to enhance the consistency and comparability of 00:01:12.900 --> 00:01:16.857 non-financial information disclosed throughout the EU. 00:01:16.960 --> 00:01:22.410 However, it fell short of achieving the primary function of corporate reporting, 00:01:22.450 --> 00:01:27.380 namely to enable stakeholders to make informed decisions in order to 00:01:27.430 --> 00:01:31.370 protect their interests, make investment decisions, or hold 00:01:31.400 --> 00:01:33.390 companies publicly accountable. 00:01:33.564 --> 00:01:36.839 The CSRD seeks to address these shortfalls; 00:01:36.960 --> 00:01:42.410 and it seeks to do so by extending the scope of undertakings subject to reporting 00:01:42.450 --> 00:01:47.254 requirements, widening the types of sustainability topics required to be 00:01:47.310 --> 00:01:52.154 reported on, harmonizing the sustainability reporting requirements, 00:01:52.230 --> 00:01:55.297 and providing an assurance framework. 00:01:56.100 --> 00:02:01.816 The CSRD will drastically change the sustainability reporting landscape in the EU. 00:02:02.400 --> 00:02:08.077 Organisations of all shapes and sizes need to take action to prepare for this impact. 00:02:08.910 --> 00:02:12.820 At Mason Hayes and Curran, we're already working with many of our clients to assist 00:02:12.880 --> 00:02:16.630 them in developing a roadmap towards sustainability reporting. 00:02:16.928 --> 00:02:21.359 The second topic that I'd like to move on to is the question of public 00:02:21.392 --> 00:02:23.472 access to company information. 00:02:24.400 --> 00:02:28.450 And this topic arises in the context of a recent Judgment of 00:02:28.490 --> 00:02:33.133 the European Court of Justice that has made it harder to get information 00:02:33.200 --> 00:02:35.030 about the ownership of companies. 00:02:36.400 --> 00:02:42.763 The ECJ has ruled that the unfettered right of public access to the personal information 00:02:42.800 --> 00:02:48.470 of individuals who ultimately own or control companies incorporated in EU member states 00:02:48.470 --> 00:02:52.624 is incompatible with the European Charter of Fundamental Rights. 00:02:52.624 --> 00:02:58.150 Irish law, which transposes EU anti-money laundering measures, gives the public an 00:02:58.210 --> 00:03:03.700 unqualified right to access the name, month and year of birth, and country of residence 00:03:03.769 --> 00:03:09.427 of the individuals who own and control Irish companies on the payment of a fee. 00:03:09.800 --> 00:03:14.700 The only exception made is for minors, where the applicant for information must 00:03:14.730 --> 00:03:17.508 show why their request is in the public interest. 00:03:18.600 --> 00:03:24.956 The right of access to this information, without having to explain or show why the information 00:03:25.035 --> 00:03:29.335 is requested has now been ruled by the ECJ to be invalid. 00:03:30.100 --> 00:03:33.400 Now, the judgment does recognize that there are good reasons for 00:03:33.400 --> 00:03:37.060 information on beneficial ownership of companies to be collected. 00:03:37.139 --> 00:03:41.044 For example, the combating of money laundering and terrorist financing. 00:03:41.800 --> 00:03:46.050 However, the Court has also stated that this must be balanced against an 00:03:46.090 --> 00:03:50.600 individual's right to a private life, and the protection of personal data. 00:03:51.300 --> 00:03:57.422 The court has suggested that any person wishing to access the data must 00:03:57.500 --> 00:04:00.280 actually demonstrate a legitimate interest. 00:04:00.280 --> 00:04:04.880 In the light of this judgment, a similar provision in Irish law, or the extension 00:04:04.950 --> 00:04:09.030 of the Legitimate Interest Test, which presently applies to the beneficial 00:04:09.060 --> 00:04:11.232 ownership of trusts, looks likely. 00:04:11.900 --> 00:04:14.900 And we are watching the progress of this matter with interest. 00:04:14.900 --> 00:04:19.510 Particularly because of the importance of ensuring a specific and broad definition 00:04:19.510 --> 00:04:24.000 of legitimate interest, so that those that require access to this information for 00:04:24.070 --> 00:04:29.048 things like: exposing corporate conduct, sanctions evasion, profiteering from 00:04:29.100 --> 00:04:33.331 state contracts, or conflicts of interest can continue to do so. 00:04:34.100 --> 00:04:39.112 As we always do, we will continue to keep everyone updated as this topic progresses.