IoD Members' Update
August 2020
The passage of the Companies (Miscellaneous Provisions) (Covid-19) Bill 2020 Bill by the Oireachtas, on Thursday of last week, is welcome. IoD Ireland has been proactive on this issue since April when we wrote to the previous Government and then-Opposition key spokespersons regarding the many issues facing companies trying to comply with, in particular, the Company Law requirement to hold AGMs during the current crisis. Many companies could not change their Constitutions to provide for virtual AGMs without holding an AGM or EGM in the first instance. That Catch-22 situation has, thankfully, been resolved - at least until the end of this year.
 
With 90% of IoD members in favour of amending the Companies Act 2014 to address the issue, it is a recognition that the views of business leaders - as highlighted by IoD Ireland - have been taken on board. We would like to thank and acknowledge the members of Company Law Review Group (CLRG) for all their assistance. Please see below a helpful Director Factsheet from McCann FitzGerald on the issue.

The results of our Director Sentiment Monitor for Q2 2020 were never going to paint a pretty picture. It was the quarter where much of the economy either ground to a halt and/or adjusted to the new realities and ongoing uncertainties brought about by COVID-19. Some key findings and the full report can be found below. Thank you to all who participated.
 
If you are in a position to take a summer break during the traditional holiday period in August, we wish you a pleasant rest while ‘recharging the batteries’.
COVID-19: New Changes to Company Law
McCann FitzGerald Factsheet
August 2020
 

As part of its response to difficulties faced by businesses during the COVID-19 crisis, the Government has enacted the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 (the “Act”).

The Act will, for the most part, temporarily amend the Companies Act 2014 (the “2014 Act”) and the Industrial and Provident Societies Act 1893 (the “1893 Act”) so that, notwithstanding challenges posed by the pandemic, entities can continue to operate in compliance with relevant provisions of those Acts. The Act has been signed into law as of 1st August 2020, and therefore enacted, but not yet commenced.

For ease of reading only, this briefing assumes that the Act is fully in effect.

Our sincere thanks to McCann FitzGerald for their ongoing assistance in producing the IoD Factsheets.

Please note: To read this members’ only content, you must be logged into the members' area of our website.   If you have trouble with the below link, please login and browse to the Directors' Factsheets section.
Deliver Results for Your Board
IoD Ireland Board Evaluation Service
Avail of the IoD Ireland Board Evaluation Service to learn how effectively your board is executing its roles and responsibilities.

Through the lens of best practice governance standards and your organisation’s business context, IoD Ireland's experienced Board Assessors examine how effectively your board and board committees are operating.
 
The service is efficient , robust , and completely confidential . It has an average completion term of just six weeks. Furthermore, the entire process can be undertaken virtually.

Our team of Board Assessors include Chartered Directors and/or governance specialists - Dr Margaret Cullen, Carol Bolger CDir, Marie Collins CDir and Clare Duignan. Our Assessors have worked across sectors as diverse as telecoms, financial services, hospitality, property, healthcare, communications, construction, energy, and education.
Companies (Miscellaneous Provisions) (Covid-19) Bill
The Institute of Directors (IoD) in Ireland last week welcomed the passage of the Companies (Miscellaneous Provisions) (Covid-19) Bill 2020 addressing the many issues facing companies trying to comply with, in particular, the Company Law requirement to hold AGMs during the current crisis, as detailed in Section 6 of the Bill. (Please see Directors' Factsheet above for briefing.)

This follows the IoD’s letters to the former Minister for Business, Enterprise, and Innovation, Heather Humphreys TD, and the Office of the Director of Corporate Enforcement (ODCE), plus relevant spokespersons of the then-Opposition, on 29th April 2020 calling for action on these issues. In a further statement on 11th June, IoD Ireland again conveyed the sense of urgency needed to deal the matter of AGMs while health and safety restrictions are in place during the COVID-19 pandemic.
Meet a Member
Ray Bowe is the CEO of Xcentuate Management Solutions, Ireland’s leading digital operations management and planning expert, and has held the position for three years. He has also been recently appointed non-executive director of ChildVision. Ray always wanted to run his own business and prior to establishing Xcentuate in 2018, his 28-year career in financial services was spent developing and implementing customer centric business and technology change. 

Is there one key piece of learning/advice you would give to fellow business leaders on how to deal with the COVID-19 crisis?
Invariably our initial reaction during a crisis is to batten down the hatches. However, COVID-19 is different in so far as it has forced organisations to accelerate the pace of their digital strategy to cater for staff working remotely. A recent survey by Forbes revealed that 75% of Fortune 500 CEOs believe that the COVID-19 crisis will accelerate the pace of technical transformation. That seems right to me.
 
What is one characteristic that you believe every leader should possess? 
The best leaders in my experience are high on both integrity and humility.
What advice would you offer to new or aspiring directors in Ireland?
A formal qualification, like the Diploma in Company Direction (from IoD Ireland), really helps to understand your role, responsibilities and legal duties as a director. Understanding this will give you real confidence to direct your business from a strategic perspective.
IoD Webinar Recording:
Challenges and Opportunities for Ireland's Economy
In this webinar, recorded on Thursday, 30th July, Professor Alan Ahearne, Director of the Whitaker Institute, and Professor of Economics at NUI Galway, and recently appointed Economic Advisor to the Taoiseach, addressed the COVID-19 crisis and its impact on the Irish economy, as well as reviewing what the possible paths and obstacles would be to recovery. Over the course of the webinar, Alan also looked at what the most recent data tells us about the state of the Irish economy, and the prospects for an economic recovery. 

This webinar is part of our Lunch Bites @ the IoD series, kindly sponsored by IQ-EQ. 

Please note: To view this members’ only content, you must be logged into the members' area of our website.  If you have trouble with the below link, please login and browse to the Webcasts of IoD events section.
Welcome to Some of Our New Members
  • Marlene Connolly, Group Counsel, Forcepoint International Technology Ltd.
  • Mary Carroll, Managing Director, iDetermine Ltd
  • Caroline Costigan, Principal Consultant, 3C Consulting
  • James Louttit, Chief Information Officer, Cpl
  • Colin MacDonald, CEO, Fine Grain Property
  • Stergios Binopoulos, General Manager – Managing Director, INTRALOT Ireland Ltd
  • Joe Wolfe, CEO, The Wolfe Group
  • Pat Byrne, Company Director, Wilson Controls Ltd
  • Martyn Rosney, Director, ReputationInc
  • Hazel O’Flynn, Chief Operating Officer, Fund Director, Atlantic Capital Management Limited
The IoD Blog: Frequent Flyer – Facts and Findings About the Future of Business Travel in 2020 and Beyond
‘… your travel management plan going forward should normalise what before were, in fact, emergency procedures for travel health and safety’, writes Dr. Cyril Sullivan, Director of the European Consumer Centre Ireland, in this insightful blog on the business travel market.

Previous blogs are also available on our website. If you are interested in contributing to our blog or for further information, please contact Paul O'Mahony at [email protected] or call 01 411 0010. 
Meet a Member
Martyn Rosney is a Director with ReputationInc, an Irish-owned international reputation management consultancy specialising in reputation research and strategy, leadership positioning, capability development including media training and the delivery of long-term reputation management programmes including a special emphasis on sustainability, culture and risk mitigation. The company has offices in Dublin, London and Oslo with a client base and work spanning EMEA and the US.

Since joining the IoD, how have you benefitted from your membership?
IoD Ireland’s dedication to developing and improving the effectiveness and performance of directors and boards throughout Ireland is very much aligned with what we do at ReputationInc. Like the IoD, our clients are made up of the most forward thinking and successful business leaders in Ireland and abroad and, for me, the quality and consistency of expert advice and insight has been immensely useful. We must take a wide view of every issue for our clients and membership of the IoD allows me to see a little bit further. 

What is one characteristic that you believe every leader should possess? 
Authenticity. In my experience of working with many leading CEOs and leaders over the years, the most successful leaders are those who understand what they are and what they are not. The leaders that can lean into their innate traits and leverage those traits for success are the ones I learn the most from. If they can be accessible, share a point of view on their organisation and its role in society, and can connect directly with stakeholders, they are destined for long term success. 
IoD Director Sentiment Monitor: Q2 2020
In the second Director Sentiment Monitor quarterly survey of a challenging year, IoD members addressed issues such as financial performance, cash flow, debt, risk factors including the threat of a ‘second wave’ of COVID-19, the legacy of the pandemic, and the potential imminent return of some, or all, staff to the company workplace. Some of the key findings include:

  • 61% of business leaders rate as significant the potential impact of COVID-19 on their organisations' bottom line for the year 2020.
  • 38% of business leaders foresee their primary organisation as having cash flow issues for the rest of 2020.
  • 26% of business leaders say their organisations' debt has increased as a result of COVID-19.
  • Nearly a quarter (24%) see the reluctance of some staff to return to the office/workplace due to COVID-19 as the ‘biggest barrier’
  • Over one-third (34%) of business leaders believe ‘a second wave’ of COVID-19 is the biggest risk facing their organisation.

The results of the survey made national headlines (see below). Thank you to all of the members who took part in the survey. We value your participation.
IoD Member Benefits
The Business Post Digital Subscription Offer
IoD Ireland is delighted to introduce our latest member benefit for a limited time only, a discounted rate for the Business Post digital subscription.
 
The Business Post is a trusted and iconic Irish media brand. With a strong print and digital presence, it is the only Irish-owned Sunday newspaper in the market and has a well-established reputation for independent, innovative and quality journalism.
 
The market leader for financial, political and economic news, it continues to be an authoritative and respected voice in national life with an emphasis on straight and unbiased reporting, rigorous analysis and forthright opinions.
 
What is the IoD Ireland member benefit?
IoD members can subscribe to the digital edition of Business Post for €90 + VAT (9%) for 12 months. This is reduced from the current special offer of €149 for 12 months.
 
Each digital subscription will include:
 
·        Full access to the Business Post website with daily news updates
·        Access to the Business Post e-reader
·        Access to daily newsletters from Monday-Sunday
·        Access to the archive
·        Access is also available on three different devices.
 
Benefit availability
This offer is open for a limited period to IoD members until 31st August 2020.

For more information on the above offer, please visit the IoD website.
IoD and Members in the News
RTE Morning Ireland: Threat of Covid-19 ‘second wave’
The Kerryman (three editions): Cash flow and debt is worrying directors (print editions only)
Red FM (Cork): Cash Flow and Debit Issues Findings in IoD Survey (audio link expired)
The Kerryman (three editions): One in three directors fear virus second wave (print edition only)
The Echo (Dublin): Second wave of virus biggest fear for businesses (print edition only)
The Business Post (Magazine): Is the traditional workplace now a thing of the past? (print edition only)
Roscommon Herald: Halcyon providing Covid-19 decontamination service (print edition only)
The Hardware Journal: Hardware Association of Ireland New Vice president Michael O’Donoghue (print edition only)
Health and Safety Advice
COVID-19 Tracker App
The COVID Tracker is a free app for your mobile phone. It is designed to help people to protect each other and slow the spread of coronavirus (COVID-19) in Ireland. Using the COVID Tracker app along with the existing public health measures will "help us all stay safe when we meet up, socialise, work or travel." Get the COVID Tracker App.

Guidance on the Safe Use of Face Coverings
With face coverings now mandatory on public transport and in some shops and shopping centres, the Department of Health has issued guidance on the safe use of face coverings. The Department has also issued a video on how to safely wear a face covering. See video above.

National Return to Work Safely Protocol
The Return to Work Safely Protocol is designed to support employers and workers to put measures in place that will prevent the spread of COVID-19 in the workplace. The Protocol comprehensively sets out the steps and processes that businesses must take to mitigate the spread of COVID-19 in the workplace. Read the Protocol.  
A Wealth of Exclusive, Original Content Available Now in the Exclusive Members’ Area of the IoD Website
IoD Ireland's exclusive Members' Area hosts a range of timely expertise, resource documents and newly commissioned content.
 
The area contains helpful resource documents from Mazars, McCann FitzGerald, Grant Thornton, Mason Hayes & Curran, Duff & Phelps, Hayes Solicitors, and more.

The hub also contains exclusive blogs by Niall Gibbons, CEO, Tourism Ireland; Tony Smurfit, CEO, Smurfit Kappa; Marian Finnegan, Managing Director, Residential and Advisory, Sherry FitzGerald; Colm O'Reilly, CEO, Business Post; Jim Power, Economist and Media Commentator; Joanne McEnteggart, Managing Director, Ireland, IQ-EQ; Siobhan Byrne Learat, Founder and CEO, Adams & Butler; Conor Brophy, Director, Teneo; Martina Byrne, CEO, Public Relations Institute of Ireland; Alan Holmes, INED and Executive Director, Websure; Alan Coleman, CEO, Wolfgang Digital; Nick Ashmore, Chief Executive, Strategic Banking Corporation of Ireland (SBCI); Simon Keogh, CEO, Rugby Players Ireland; Feargal Purcell, Head of Public Affairs, Edelman; and David Fitzsimons, Former Founder and Group CEO, Retail Excellence.

Please note: To view this members’ only content, you must be logged into the members' area of our website.  If you have trouble with the below link, please login.
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