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I want to mention two topics
that I see impacting the

Corporate Governance of
Irish companies in 2023.

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

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

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

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

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

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

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

comparable, and reliable
sustainability information.

Non-financial reporting requirements
were first imposed on large public

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

The NFRD was introduced to enhance
the consistency and comparability of

non-financial information
disclosed throughout the EU.

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

namely to enable stakeholders to make
informed decisions in order to

protect their interests, make
investment decisions, or hold

companies publicly accountable.

The CSRD seeks to address these shortfalls;

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

requirements, widening the types of
sustainability topics required to be

reported on, harmonizing the
sustainability reporting requirements,

and providing an assurance framework.

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

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

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

them in developing a roadmap towards
sustainability reporting.

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

access to company information.

And this topic arises in the context
of a recent Judgment of

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

about the ownership of companies.

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

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

is incompatible with the European Charter
of Fundamental Rights.

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

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

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

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

show why their request is in the public interest.

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

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

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

information on beneficial ownership
of companies to be collected.

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

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

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

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

actually demonstrate a legitimate interest.

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

of the Legitimate Interest Test, which
presently applies to the beneficial

ownership of trusts, looks likely.

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

Particularly because of the importance of
ensuring a specific and broad definition

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

things like: exposing corporate conduct,
sanctions evasion, profiteering from

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

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