Charity news Helping you to keep up-to-date with developments in the Charity sector Spring 2016

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Charity news Helping you to keep up-to-date with developments in the Charity sector Spring 2016
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                      Charity news

Helping you to keep
up-to-date with
developments in
the Charity sector

Spring 2016
Charity news Helping you to keep up-to-date with developments in the Charity sector Spring 2016
Introduction         The new              Companies           Directors           Strategic      Transparency   Risk         Of further   Community   Key
                     Charity              Act 2014            Compliance          Investment     of Lobbying    Management   interest     Matters     contacts
                     SORP                                                         Planning for
                                                                                  Charities

  Introduction

                     We are delighted to bring you our latest edition of Charity
                     News. This issue looks at some of the important issues facing
                     many of our charities - including the new Charity SORP, the
                     Companies Act 2014, the Director’s Compliance Statement,
                     Strategic Investment Planning for Charities and the new
                     Lobbying Act.

                     We hope that this issue provides a reminder to you of recent
                     developments in the sector and prompts you to shine a light on
                     your charity to identify changes required to protect and
                     enhance your organisation.

                     If you would like to discuss any aspect of this newsletter, or any
                     other challenges that your organisation may be facing, please
                     contact your regular PwC contact or any of our Not for Profit
                     Team noted on page 16.

                     Aisling Fitzgerald
                     Director
                     Charity News Editor

PwC   Charity news                                                                                                                                               2
Charity news Helping you to keep up-to-date with developments in the Charity sector Spring 2016
Introduction           The new      Companies         Directors          Strategic          Transparency     Risk             Of further   Community   Key
                       Charity      Act 2014          Compliance         Investment         of Lobbying      Management       interest     Matters     contacts
                       SORP                                              Planning for
                                                                         Charities

  The new Charity SORP – Timelines to Consider
                                              The implementation of FRS 102 and the
                                                                                                                                             Management
       A new charity SORP was published       new SORP presents a real challenge both                                                        should start
       in the UK in order to provide
       guidance on the application of the
                                              in terms of practical understanding of the                                                     considering
                                              new requirements and what they will
       FRS 102 accounting framework.          mean for individual institutions. Charities                                                    how best to
       The SORP also provides guidance        are not permitted to follow FRS 101.                                                           plan for these
       to the charity sector on areas
       where FRS 102, the new UK and          While in Ireland we await the regulations
                                                                                                                                             changes...
       Ireland accounting standard, is        from the Charities Regulatory Authority in
       silent or where guidance is            relation to the form and content of the
       considered necessary. FRS 102 is       financial statements and annual reports of
       effective for accounting periods       charities, the SORP is considered at this
       beginning on or after 1 January        point in time to be the best point of
       2015.                                  reference.

                                              The implementation timeline is
                                              summarised below:

      January 2016                   Early 2016                         16 April 2016                      31 October 2016

                                            CRA submits draft                                                      Deadline for filing
      Deadline for filing audited
                                            regulations to                          Deadline for                   audited financial
      financial statements for
                                            accounting bodies                       CRA registration               statements for year
      year end 31 December 2014
                                            for consultation                                                       end 31 December 2015

PwC     Charity news                                                                                                                                              3
Charity news Helping you to keep up-to-date with developments in the Charity sector Spring 2016
Introduction         The new   Companies   Directors    Strategic      Transparency       Risk               Of further          Community           Key
                     Charity   Act 2014    Compliance   Investment     of Lobbying        Management         interest            Matters             contacts
                     SORP                               Planning for
                                                        Charities

                                                                       Audit Committees need to understand the        How PwC can help
                                                                       key areas of change so they will be able to    There are many ways that PwC can provide
                                                                       properly discharge their responsibilities      you with support in relation to the changes
                                                                       under the new SORP, as well as challenge       expected by FRS 102 and the new
                                                                       progress with the conversion project which     Charities SORP. For example, our FRS 102
                                                                       management will be undertaking.                reporting impact assessments are a
                                                                                                                      practical response to help you understand
                                                                       Management should start considering how        the potential effects of new accounting
                                                                       best to plan for these changes and perform     rules on your financial statements. We can
                                                                       an impact assessment of the expected           then work with you to develop and
                                                                       changes. The Charity should consider           manage the associated project plan as well
                                                                       preparing their financial statements in        as providing training to your staff.
                                                                       compliance with the New Charity SORP,
                                                                       including the new disclosures and
                                                                       presentational requirements. In addition           For further details see:
                                                                       to presentational changes, there are some
                                                                                                                          www.pwc.ie/not-for-profit
                                                                       significant changes in the new accounting
                                                                       framework Charity SORP (FRS102). Key
                                                                                                                          Charities: What it means for
                                                                       areas that will need to be considered
                                                                       include pensions, legacies and donated             you - FRS102, New Charities
                                                                       stock, revenue recognition, investment             SORP and update on the
                                                                       properties, intangible assets, financial and       Charities Act, 2009
                                                                       embedded derivatives and holiday pay
                                                                       accruals.

                                                                                                                      www.pwc.ie/not-for-profit

PwC   Charity news                                                                                                                                              4
Charity news Helping you to keep up-to-date with developments in the Charity sector Spring 2016
Introduction          The new         Companies   Directors    Strategic      Transparency       Risk                 Of further          Community         Key
                      Charity         Act 2014    Compliance   Investment     of Lobbying        Management           interest            Matters           contacts
                      SORP                                     Planning for
                                                               Charities

  Companies Act 2014
                                                                              It is an opportune time, given the extensive    company (“LTD” without a main objects
      The Companies Act 2014 (“the                                            changes to company law, to review and           clause) and the designated activity
      Act”) was commenced on 1st June                                         update the Memorandum and Articles of           company (“DAC” with a main objects
      2015 and reforms and updates                                            Association (“Constitution”). It should be      clause). The Revenue have advised that
      company law for all Irish                                               noted that it is an offence not to be able      registered charities that are private limited
      companies. The majority of                                              provide an up to date copy of the               companies should convert to a DAC as this
      charities in Ireland are registered                                     Constitution when requested and would be        company type continues to have a main
      as companies limited by guarantee                                       considered best corporate governance            objects clause. The transition period to
      and the Act will require these types                                    practice to update the Constitution. The        convert to DAC ends on 31 August 2016 and
      of companies to change their suffix                                     Revenue Commissioners have confirmed            to convert to LTD ends on 30 November
      from “Limited” to “Company                                              that any registered charities making            2016. If no action is taken an existing
      Limited by Guarantee” or “CLG”.                                         changes to conform with the Act can             private limited company will automatically
      This name change can be effected                                        proceed and submit the relevant special         convert to a LTD at the end of the transition
      at any time but will happen                                             resolution directly to the Companies            period. This may have implications for the
      automatically on 30 November                                            Registration Office (“CRO”) with a copy to      charity and in particular for the charitable
      2016.                                                                   be sent to them. If the registered charity      status with the Revenue Commissioners.
                                                                              takes the opportunity to make further
                                                                              changes or updates then the prior approval
  Those charities with a dispensation to omit                                 of the Revenue will be required before the           Our Entity Governance &
  “Limited” from their name will not be                                       passing of the special resolution and filing         Compliance department have been
  required to take any action as the                                          at the CRO.                                          working with a number of
  dispensation continues to be effective. For                                                                                      registered/unregistered charities in
  those charities required to change their                                    A charity that has registered as a private           relation to the impact of the
  suffix, consideration should be given to the                                limited company will need to decide                  Companies Act 2014 and would be
  timing of the change of name and the                                        between the two new forms of limited                 happy to discuss the impact and
  administrative actions to be taken as a                                     company, the simplified private limited              assist with any of your needs.
  result.

PwC    Charity news                                                                                                                                                    5
Charity news Helping you to keep up-to-date with developments in the Charity sector Spring 2016
Introduction         The new         Companies         Directors           Strategic           Transparency       Risk                Of further         Community         Key
                     Charity         Act 2014          Compliance          Investment          of Lobbying        Management          interest           Matters           contacts
                     SORP                                                  Planning for
                                                                           Charities

  Directors’ Compliance
  When the Companies Act 2014 (CA              Directors’ obligations                          • conduct a review, during the period, of     • acknowledge formally that compliance
  2014) came into effect (at very short        For those companies within scope, the first       those arrangements and structures              with the relevant legislation is a
  notice) on 1 June 2015, one of the issues    obligation is for all of their directors to                                                      governance matter for which they are
  getting most immediate attention was         acknowledge formally, in the Directors’         It must be emphasised that CA 2014 does          responsible, and
  the matter of what type of corporate         Report in the annual financial statements,      not impose new standards of compliance on
  entity should be used and the actions        their responsibility for securing the           companies or their directors. What the         • ensure that there are appropriate
  needed to effect the appropriate             company’s compliance with “relevant             legislation is doing, in essence, is getting     arrangements to achieve such compliance
  changes. In recent weeks, directors have     obligations”.The relevant obligations are all   directors to:                                    and to test them.
  started to look at the wider implications    of the company’s tax obligations as well as a
  of the new legislation, including the        number of company law provisions (those                                                             1.
                                                                                                                                                     The legislation recognises that
  codification of their duties, and many are   whose breach constitutes the more serious
  focusing on the new obligations being        category 1 and 2 offences under CA 2014).                                                           directors may need advice from
  imposed on them as a result of the           The directors must also confirm, in their                                                           employees or external advisers
  introduction of Directors Compliance         report, that they have done three things                                                            who have the requisite knowledge
  Statements (DCS). Directors need to          specified in the legislation in relation to                                                         and experience to advise the
  understand what this involves – what         such compliance.                                                                                    company on compliance with its
  companies are affected, and what needs                                                                                                           relevant obligations. Such advice
  to be done in order for them to be in a      These three things the directors must do                                                            may form part of the appropriate
  position to meet their obligations.          are to:                                                                                             arrangements or structures.

  In broad terms, CA 2014 introduces the       •d
                                                 raw up a compliance policy statement
  DCS requirement for directors of most         setting out what are, in the directors’
  companies whose total assets exceed           opinion, appropriate policies regarding
  €12.5m AND whose turnover exceeds             compliance with relevant obligations
  €25m. These tests apply on an entity by
  entity basis, and directors of unlimited     •p
                                                 ut in place appropriate structures or
  companies are not within the scope of the     arrangements to secure material
  requirement.                                  compliance1, and

PwC   Charity news                                                                                                                                                                    6
Charity news Helping you to keep up-to-date with developments in the Charity sector Spring 2016
Introduction         The new           Companies            Directors            Strategic           Transparency        Risk                Of further        Community          Key
                     Charity           Act 2014             Compliance           Investment          of Lobbying         Management          interest          Matters            contacts
                     SORP                                                        Planning for
                                                                                 Charities

                                                   The answers will vary from company to             Tailored response                               Directors who take their role seriously
       For less complex                            company, depending on a range of factors          While preparation of a compliance policy        recognise that compliance is a governance
       organisations, the                          including:                                        statement is required, there are no rules       matter. How best to achieve and
                                                                                                     specifying what should be included in that      demonstrate such compliance is an issue
       compliance policy                           • t he nature, scale and complexity of the       statement or how arrangements and               that needs to be kept under review on an
       statement is likely                           organisation’s activities                       structures to achieve compliance should be      ongoing basis, and the introduction of this
       to be a fairly                                                                                evidenced or tested. As indicated above, the    legislation provides an opportunity for
       straightforward                             • t he extent to which the organisation has      level of work needed will depend on a           charities and other organisations to take a
                                                     already defined its “tax universe” and can      number of factors, and evidencing               fresh look at their compliance universe and
       and simple                                    demonstrate that it has arrangements in         appropriate levels of compliance is likely to   their approach to its management.
       document                                      place to meet its obligations                   be more challenging for directors of the
                                                                                                     larger and more complex non-profit Irish
                                                   • t he degree of formality in place and/ or      organisations. For organisations that are
                                                     aspired to with regard to arrangements          less complex, the compliance policy
                                                     and their documentation                         statement is likely to be a fairly
  Factors influencing work plan                                                                      straightforward and simple document, and
  The work to be done to achieve compliance        • t he extent to which the skills required are   it may be perfectly acceptable to have some
  with this new obligation will need planning.       available inhouse                               informal compliance arrangements in
  How will directors of non-profit                                                                   place.
  organisations, who by definition cannot be       • t he extent to which the board is prepared
  involved in the day to day running of their        to place reliance on management and/or          It is worth reiterating that the legislation
  organisations, get sufficiently comfortable        seeks external support                          does not impose any higher standards of
  to sign off on these requirements? How will                                                        compliance than currently exist. Indeed,
  management of such organisations                 • t he level of detail and proof that            many companies will already have
  demonstrate to their directors that they           individual board members will need, and         addressed the issue of demonstrating
  have properly identified all of their relevant                                                     compliance controls and arrangements in
  obligations and have appropriate                 • t he results of preliminary testing.
                                                                                                     the context of Revenue audits.
  arrangements in place to secure
  compliance? What testing will need to be
  done? Who will do what?

PwC   Charity news                                                                                                                                                                           7
Charity news Helping you to keep up-to-date with developments in the Charity sector Spring 2016
Introduction         The new    Companies         Directors          Strategic          Transparency       Risk                Of further          Community          Key
                     Charity    Act 2014          Compliance         Investment         of Lobbying        Management          interest            Matters            contacts
                     SORP                                            Planning for
                                                                     Charities

  Strategic Investment Planning for Charities
  With recent market volatility coming     Many have seen large increases in asset      A priority for many charity investors in        up to a 60% equity allocation. Given that
  after a number of years of strong        values – not surprising when the global      2015 – and one we expect to continue this       equity outperformance has been occurring
  investment growth, we are meeting        index of company shares has returned 16%     year - has been to relate this strong           for over 5 years now, the effect is likely to
  more and more religious congregations,   per annum over the last three years. After   performance back to their needs.                be even greater on many portfolios.
  dioceses and charitable trusts who are   these returns, there is both potential       For example, we meet many not-for-profit        The key current investment themes in our
  nervous about the level of investment    opportunity and potentially heightened       organisations whose primary financial           conversations with clients are:
  risk they are taking.                    risk.                                        concern is their ability to fund the            •S
                                                                                                                                          ufficiency of cash reserves – A key
                                                                                        provision of future services and to care for     objective of our clients is to identify a
                                                                                        their members.                                   level of future expenditure which will
                                                                                        It is relatively straightforward to              always be held in cash as a ‘buffer’
                                                                                        actuarially model the future costs of these      against future market falls. With returns
                                                                                        outgoings, and to project how outgoings          having been above long term targets and
                                                                                        will evolve on an annual basis. By using         expectations in the last number of years,
                                                                                        this information about future cashflows as       there is an opportunity to realise some of
                                                                                        the basis for setting an investment strategy,    those gains and use them to replenish
                                                                                        investors can target an appropriate level of     cash reserves. By funding cash reserves
                                                                                        risk across their assets – both short and        now, investors reduce the likelihood that
                                                                                        long term.                                       they will have to sell investments into a
                                                                                        Following the strong returns in recent           future negative market environment.
                                                                                        years, we have found that many charitable       •E
                                                                                                                                          quity risk – Given low interest rates on
                                                                                        trusts are now exposed to more risk (in          cash, equities are increasingly being
                                                                                        Euro terms) than they may have intended          depended on to offer the required
                                                                                        to be. As an example, equities rose by 36%       returns. Up to the summer of 2015,
                                                                                        in the last 2 years, but cash returned just      equities were obliging with strong,
                                                                                        1%-2% for most investors. A portfolio            smooth returns. With the turn in market
                                                                                        which was made up of half cash and half          conditions to something approaching a
                                                                                        equities at the start of 2014 has now crept

PwC   Charity news                                                                                                                                                               8
Charity news Helping you to keep up-to-date with developments in the Charity sector Spring 2016
Introduction           The new          Companies         Directors            Strategic            Transparency   Risk         Of further   Community   Key
                       Charity          Act 2014          Compliance           Investment           of Lobbying    Management   interest     Matters     contacts
                       SORP                                                    Planning for
                                                                               Charities

      more normalised risk environment, we        3. Review risks: Given the needs, risk
      are working with clients to ensure they        appetite, and assets available, we
      are comfortable with their equity risk         evaluate with investors the current risk
      levels, and with the rises and falls they      profile of the assets, and identify ways in
      are likely to see in their investment          which strategy could be streamlined, or
      values from month to month.                    risk reduced.
  These themes are reflected in the approach      By taking these steps now, following a
  which we believe investors should take to       period of positive performance, there may
  setting and regularly reviewing investment      be an opportunity to lock in some of that
  strategy – which really involves taking on a    performance. By not reviewing now, the
  level of investment risk:                       value of assets which are subject to
  1. Reassess explicit goals, evaluating the     investment risk is greater than it was at the
     needs which the strategy is ultimately       outset, and the risk is that no action will be
     aiming to fulfil, and the extent (if any)    taken until markets fall.
     of the shortfall between current assets      Rather than looking to time their entry
     and future needs.                            and exit from markets, we believe that
  2. Formulate strategy, identifying a           investors should work to ensure that the
     strategic objective for the investment       level of risk in their portfolios is consistent
     assets, and a risk framework within          with their objectives and remains at a level
     which that objective can be met. An          they are comfortable with.
     important part of this is to assign a        The key benefit of taking this approach is a
     portion of assets to each need               consistency of investment approach. By
     depending on whether it is a short or        clearly setting out the principles by which
     long term requirement, and taking into       assets will be managed, investors can
     account any restrictions. For many of        ensure that investment strategy will be               Many charitable
     the organisations we work with, a return     applied consistently across generations,
     of between 4% and 6% in the long term        which is important given the long term                trusts are now
     is the level at which their objectives may
     be met.
                                                  objective of most investment funds.
                                                                                                        exposed to more risk

PwC     Charity news                                                                                                                                                9
Charity news Helping you to keep up-to-date with developments in the Charity sector Spring 2016
Introduction          The new         Companies       Directors           Strategic            Transparency        Risk                Of further        Community          Key
                      Charity         Act 2014        Compliance          Investment           of Lobbying         Management          interest          Matters            contacts
                      SORP                                                Planning for
                                                                          Charities

  Transparency of Lobbying
                                              Lobbying is an essential part of the
      In March 2015, the Regulation of        democratic process. It enables or facilitates
      Lobbying Act 2015 was signed into       citizens and organisations to make their
      law by the President. The               views on public policy and public services
      Regulation of Lobbying Act 2015         known to politicians and public servants.
      (the Act) is designed to provide
      information to the public about:        The Act does not aim to prevent or inhibit
                                              lobbying. It does aim to make the process
      • Who is lobbying                      more transparent. The Act aims to do this
                                              by providing for:
      • On whose behalf lobbying is being
        carried out                           •T
                                                he establishment and maintenance of a        • Obligations on lobbyists to register and to   If you are involved in lobbying, you
                                               publicly accessible register of lobbying         provide information regularly about their      may need to:
      • The issues involved in the                                                             lobbying activities, including, in the case
        lobbying                              •T
                                                he Standards in Public Office                  of professional lobbyists, information         • Register on the Register of Lobbying
                                               Commission (The Standards                        about their clients                              website which is maintained by Standards
      • The intended result of the            Commission) to be the regulator of                                                                Commission: www.lobbying.ie
        lobbying                               lobbying                                       • A code of conduct on the carrying-on of
                                                                                                lobbying activities                            • Provide information to the Standards
      • Who is being lobbied.
                                                                                                                                                 Commission about your lobbying
                                                                                              • The introduction of a “cooling-off” period      activities three times a year.
                                                  Lobbying is an                                during which lobbying activity may not be
                                                                                                carried out by some former officials.          There will be no cost to register as a
                                                  essential part of                                                                            lobbyist. Members of the public can view
                                                  the democratic                                                                               and search the register free of charge.
                                                  process

PwC    Charity news                                                                                                                                                                  10
Introduction         The new           Companies        Directors           Strategic          Transparency       Risk               Of further         Community           Key
                     Charity           Act 2014         Compliance          Investment         of Lobbying        Management         interest           Matters             contacts
                     SORP                                                   Planning for
                                                                            Charities

Initial important dates
                                                   If you are not sure that you are lobbying the following questions                          3. Are you communicating
1 September 2015: The Act came into                may help you decide.                                                                       either directly or indirectly with
effect. If you are carrying on lobbying, from                                                                                                 a Designated Public Official?
1 September 2015 you need to have
maintained records of your lobbying                1. Are you one of the following?             2. Are you communicating about                Who is a Designated Public Official:
activities.                                                                                     a relevant matter?
                                                   • An employer with more than 10                                                           • Ministers and Ministers of State
                                                     employees where the                        A relevant matter is one which relates
1 September – 31 December 2015: The                                                                                                           • TDs and Senators
                                                     communications are made on your            to:
first relevant period for which lobbying                                                                                                      • MEPs for constituencies in this State
                                                     behalf
returns are made. You are required to                                                           • The initiation, development or
provide information to the Standards               • A representative body with at least         modification of any public policy or        • Members of local authorities
Commission on the lobbying activities you            one employee communicating on                of any public programme                     • Special Advisers
engaged in during the relevant period 1              behalf of its members and the
September 2015 – 31 December 2015.                                                              • The preparation or amendment of            • Secretaries General and Assistant
                                                     communication is made by a paid
Future relevant periods will be: 1 January                                                        any law                                       Secretaries in the Civil Service
                                                     employee or office holder of the body
– 30 April, 1 May – 31 August, and 1                                                            • The award of any grant, loan,
                                                   • An advocacy body with at least one                                                      • Chief Executive Officers and
September – 31 December.                                                                          contract, or of any licence or other
                                                     employee that exists primarily to take                                                     Directors of Services in Local
                                                                                                  authorisation involving public funds          Authorities
21 January 2016: You must have                       up particular issues and a paid
                                                                                                  other than the implementation of any
registered with the Standards Commission             employee or office holder of the body                                                    The above list may be extended by
by this date if you engaged in lobbying                                                           such policy, programme, enactment
                                                     is communicating on such issues                                                          Ministerial Order to other categories
activities during the first relevant period.                                                      or award or any matter of a technical
                                                   • A professional lobbyist being paid to       nature only.                                over time. Public bodies will publish a
You must also provide your first set of              communicate on behalf of a client                                                        list of Designated Public Officials
returns to the Standards Commission in               who fits into one of the preceding                                                       within their organisations on their
respect of the period 1 September 2015 – 31          three categories                                                                         individual organisation websites from
December 2015.                                                                                                                                1 September 2015.
                                                   • Any person communicating about the
                                                     development or zoning of land

                                                                      If you answered YES to all three questions then you are most likely lobbying.
                                                                        Visit the Information for Lobbyists section of www.lobbying.ie to find out your next steps

PwC   Charity news                                                                                                                                                                   11
Introduction         The new         Companies           Directors           Strategic           Transparency       Risk               Of further       Community     Key
                     Charity         Act 2014            Compliance          Investment          of Lobbying        Management         interest         Matters       contacts
                     SORP                                                    Planning for
                                                                             Charities

Steps to prepare for complying with           2. Where necessary, put in place                4. Nominate a single responsible person
the Regulation of Lobbying Act 2015              arrangements to record such information          within your organisation who will submit          There will be no
                                                 from 1 September 2015.                           the final return at the end of each               cost to register as a
1. Review your organisation’s arrangements                                                       reporting period and will confirm that
   for recording relevant communications      3. Identify individual(s) responsible for          the information is correct.
                                                                                                                                                    lobbyist. Members
   which might fall within the scope of the      registration and compilation of returns.                                                           of the public can
   Act and identify the key personnel            It will be possible to have data entered on                                                        view and search
   involved.                                     the register on an ongoing basis by more                                                           the register free of
                                                 than one employee and saved in draft
                                                 form (on a private area of the register)
                                                                                                                                                    charge.
                                                 prior to its formal submission.

PwC   Charity news                                                                                                                                                           12
Introduction          The new          Companies        Directors            Strategic            Transparency       Risk                Of further          Community           Key
                      Charity          Act 2014         Compliance           Investment           of Lobbying        Management          interest            Matters             contacts
                      SORP                                                   Planning for
                                                                             Charities

  Risk Management
                                                                                                  identifying superficial risks, and could take   pro-active approach allows the charity to be
      As more and more charities have to                                                          the form of a bureaucratic tick box exercise    clear about the activities that will help them
      respond to increasing pressures on                                                          purely for the sake of compliance. This is      achieve their objectives and the associated
      their resources, so some are                                                                too often the case when Trustees and            implications of risks were to materialise,
      choosing to respond by increasing                                                           management teams do not fully understand        providing information to make informed
      their risk profile – entering into                                                          the importance and benefits of this process.    decisions.
      unfamiliar areas, trying new
      partnerships, borrowing to kick                                                             Conversely, a comprehensive, but                History is littered with stories of charities
      start new initiatives and entering                                                          misguided approach that is too broad and        that have failed to manage their risks
      into transactions such as mergers.                                                          complex for the organisation could waste        effectively and either failed completely or
                                                                                                  valuable time and resources, and result in      seriously reduced their ability to serve their
                                                                                                  “risk overload”. The inevitable failure to      beneficiaries. As a charity’s circumstances
  Seeking out opportunities in unfamiliar                                                         deal with all of the risks identified, or to    change, so Trustees should increasingly be
  areas poses unknown risks to the Charity                                                        embed such a complex structure, is likely to    alert to the changing risk profile and how
  that could have significant impacts upon                                                        result in disillusionment with the risk         they can best utilise risk management to
  their ability to deliver their vision and                                                       management process itself.                      ensure they are able to adapt to deal with
  purpose. In this context, the effective                                                                                                         any those challenges.
  identification and management of risk is                                                        There is a very clear link between the
  increasingly important to the successful                                                        achievement of objectives, effective
  operation of any charity and its ability to                                                     performance management and risk
  achieve its objectives.                       Good risk management supports the                 management that provides a distinct benefit
                                                achievement of objectives, delivering             to ensuring the risk management approach
                                                effective performance management and has          within the charity is fit for purpose. By
                                                a vital role in ensuring an organisation is       effectively managing risks and monitoring
                                                well run. The benefits vary, depending on         performance, the charity will get sight of
                                                the way in which risk management is               problem areas before they happen so that
                                                planned and implemented. A minimalist             they can be dealt with and informed
                                                approach is likely to deliver limited benefits,   decisions made about activities. This

PwC    Charity news                                                                                                                                                                       13
Introduction                                                                                                             The new                                        Companies                 Directors         Strategic      Transparency   Risk         Of further   Community   Key
                                                                                                                         Charity                                        Act 2014                  Compliance        Investment     of Lobbying    Management   interest     Matters     contacts
                                                                                                                         SORP                                                                                       Planning for
                                                                                                                                                                                                                    Charities

  Of further interest
                            www.pwc.ie
                                                                                                                                                                 Directors’                            www.pwc.ie
                                                                                                                                                                                                                    Charitable
                            Directors’ Compliance
                            Statement
                                                                                                                                                                 Compliance                                         Giving
                                                                                                                                                                 Statement                             Charitable
                                                                                                                                                                                                       giving
                                                                                                                                                                                                                    Guide
                                                                                                                                                                                                       guide
                            The Companies Act 2014, which came into effect       Client: How can PwC help:
            November 2015   on 1 June 2015, imposes a new compliance
                                                                                 Our response: PwC can provide a range of
                            related requirement on many company directors.
                                                                                 services tailored to your needs, including:
                            The requirement can be simply stated - include
                            a statement in the Directors’ Report:                • helping your boards to understand
                                                                                   their responsibilities
                            • acknowledging responsibility for securing
                              compliance with relevant obligations, and
                                                                                 • helping you to assess the relevant
                            • confirming that certain things have been done        obligations applicable to your organisation
                              (or providing explanations for things not done).
                                                                                 • performing independent health
                            Client: (A) But what companies are affected            checks – tax/company secretarial                                                                 Helping to
                            and when does this requirement begin?
                                                                                 • assisting with the drafting of policy statements                                                 maximise
                            (B) What are the relevant obligations?
                            (C) And what are the things that need                • designing and / or documenting
                                                                                                                                                                                    donations to the
                            to be done?                                            appropriate structures and arrangements                                                          wider community
                            Our response: (A) This requirement applies to        • conducting real-time reviews.
                            all directors of large (balance sheet over €12.5m                                                                                                       June 2013
                            and turnover over €25m) Irish limited
                            companies and PLCs, other than investment               For further information on the new
                            companies, for financial years beginning on or          Directors’ Compliance Statement
                            after 1 June 2015.                                      requirements, please contact any
                                                                                    of the following:
                            Our response: (B) The relevant obligations
                            are those relating to all tax laws and those            Elaine Mitchell
                            company law provisions where failure to meet            Tax Senior Manager
                            them is a category 1 or category 2 offence, or a        elaine.mitchell@ie.pwc.com
                            serious Market Abuse or serious Prospectus              +353 1 792 5592
                            offence, ie the most serious offences.
                                                                                    Ruairí Cosgrove
                            Our response: (C) The actions that need to be           Entity Governance and Compliance Director
                            taken are to:                                           ruairi.cosgrove@ie.pwc.com
                            • draw up a compliance policy statement setting         +353 1 792 6070
                              out appropriate (in the directors’ opinion)
                              policies regarding compliance with relevant           Andy Banks
                              obligations                                           Assurance Partner
                                                                                    andy.j.banks@ie.pwc.com
                            • put appropriate arrangements and structures
                              in place to secure material compliance                +353 1 792 6805

                            • conduct a review, during the period, of the
                              arrangements and structures

                                                                                 This content is for general information purposes only, and should not be used
                                                                                 as a substitute for consultation with professional advisors.

                                                                                 © 2015 PricewaterhouseCoopers. All rights reserved. PwC refers to the PwC
                                                                                 network and/or one or more of its member firms, each of which is a separate
                                                                                 legal entity. Please see www.pwc.com/structure for further details. 05693

                                        www.pwc.ie
                                                                                                                                                                 Companies
                                                                                                                                                                 Act 2014
            Ireland
            Companies
            Act 2014

      June 2015
      Impacting all
      Irish companies

                                       Commencement of the long
                                       awaited Companies Act, 2014 is, in
                                       the most part, on 1 June 2015. This
                                       is the largest piece of legislation                             In this bulletin we aim to give an
                                                                                                       overview of the Act, which will assist
                                       lreland has ever seen, comprising a
                                                                                                       you to understand, in simple terms,
                                       total of 25 Parts (over 1440                                    how the Act will affect companies.
                                       sections) and 17 Schedules. The Act                             We look at the options available to
                                       consolidates and reforms Irish                                  companies in order to comply with
                                       Company Law and every Company,                                  the Act, in a practical and cost
                                       director and shareholder will be                                effective manner.
                                       affected and will have choices to
                                       make.

PwC                 Charity news                                                                                                                                                                                                                                                               14
Introduction         The new   Companies        Directors        Strategic       Transparency      Risk             Of further                                                                                                                    Community   Key
                     Charity   Act 2014         Compliance       Investment      of Lobbying       Management       interest                                                                                                                      Matters     contacts
                     SORP                                        Planning for
                                                                 Charities

  Community matters
                                                                                                                                                                                      PwC were proud to be part of a Localise
  This year we supported                                                                                                                                                              Project in 2015 with the local school in
  3 charities through the                                                                                                                                                             North Wall St Laurence’s O’Toole’s boys
  People Giving Scheme -                                                                                                                                                              & girls school. It is a 12 week project
  Pieta House, The Soar                                                                                                                                                               where a team of PwC volunteers work
  Foundation and Simon                                                                                                                                                                with the 6th class boys and girls to
  Community.                                                                                                                                                                          develop a project they can roll out that
                                                                                                                                                                                      will give back to their community. This
  PwC supporting the                                                                                                                                                                  year the chosen project was for
  Aware 30th Anniversary                                                                                                                                                              “CanTeen”, a charity supporting
  Aware Ball (back row,                                                                                                                                                               teenagers with cancer. We ran with the
  l-r) Declan Maunsell,                                                                                                                                                               students an event called “All the fun at
  John Dunne, Rob                                                                                                                                                                     the fair”, which raised €4,390 for
  O’Hara, (front row, l-r)                                                                                                                                                            CanTeen.
  Cassie Lawford, Teresa
  Harrington, Angela
  Devaney, Aisling
                                                                                                                  The Soar Foundation - Halloween Spooktacular
  Fitzgerald.
                                                                                                                  event, selling Halloween treats €805 raised.

      Pieta House
      - proceeds of                                                                                                                                                                                 th
                                                                                                                                                                                               y 29 m
                                                                                                                                                                                          rsda     p
      Annual Table                                                                                                                                                                    Thu er 12-2
                                                                                                                                                                                      Octo
                                                                                                                                                                                          b
                                                                                                                                                                                                  fe are
                                                                                                                                                                                              atriu
                                                                                                                                                                                                        a
                                                                                                                                                                                                          m ca
                                                                                                                                                                                      The

      Quiz €3,700                                                                                                                                                            of treats for Hallo
                                                                                                                                                                                                buy your bags
                                                                                                                                                                             Come along and ween weekend.

                                                                                                                                                                                                 ‘Spooktacular’
                                                                                                                                                                             Share with youra scary date
                                                                                                                                                                              team, great for

      raised.
                                                                                                                                                                                                               !
                                                                                                                                                                                               ing the game
                                                                                                                                                                              night or watch
                                                                                                                                                                                                  Soar Foundation 2015

                                                                                                        GOODIES
                                                                                                                                                                               All in aid of The                    s for
                                                                                                                                                                                                    Scheme charitie
                                                                                                                                                                                                        Giving
                                                                                                                                                                                   one of your People

                                                                        Simon Community - Christmas carols at
                               Launch of 2015 People Giving Scheme      Christmas lunch in Restaurant, with                                                                                                                 28/10/2015 09:22:48

                               - Christmas Lunch event                  Consultants of Swing performing - our
                                                                                                                                                                    A3 v2.indd 1
                                                                                                                                           Scheme Soar Fundraiser
                                                                                                                     05663_People Giving

                                                                        in-house band. €670 raised.

PwC   Charity news                                                                                                                                                                                                                                                   15
Introduction          The new             Companies   Directors          Strategic      Transparency     Risk             Of further     Community               Key
                      Charity             Act 2014    Compliance         Investment     of Lobbying      Management       interest       Matters                 contacts
                      SORP                                               Planning for
                                                                         Charities

  PwC Not for Profit Team
                     Paul Hennessy                      John Dunne                             Ken Johnson                             Aisling Fitzgerald
                     Assurance Partner                  Assurance Partner                      Assurance Partner                       Assurance Director
                     paul.hennessy@ie.pwc.com           john.a.dunne@ie.pwc.com                ken.m.johnson@ie.pwc.com                aisling.fitzgerald@ie.pwc.com
                     +353 1 792 6012                    +353 1 792 6856                        +353 (0)61 792 8520                     +353 1 792 8707

                     Angela Devaney                     Teresa McColgan                        Ciara Whelan                            Ian Moynihan
                     Assurance                          Tax Partner                            Tax Director                            Investment Consulting
                     Senior Manger                                                                                                     Senior Manager
                                                        teresa.mccolgan@ie.pwc.com             ciara.whelan@ie.pwc.com
                     angela.devaney@ie.pwc.com          +353 1 792 8613                        +353 1 792 8635                         ian.moynihan@ie.pwc.com
                     +353 1 792 6861                                                                                                   +353 1 792 6150

                     Munro O’Dwyer                      Fiona Barry                            Trudy Kealy-Mahon                       Peter O’Boyle
                     Pensions Director                  Entity Governance                      Entity Governance                       Advisory
                                                        & Compliance                           & Compliance                            Senior Manager
                     munro.odwyer@ie.pwc.com            Senior Manager                         Senior Manager
                     +353 1 792 8708                                                                                                   peter.oboyle@ie.pwc.com
                                                        fiona.barry@ie.pwc.com                 trudy.kealy@ie.pwc.com                  +353 1 792 6164
                                                        +353(0) 1 792 6720                     +353(0) 1 792 6881

PwC   Charity news                                                                                                                                                      16
Introduction                   The new                         Companies                       Directors                       Strategic      Transparency   Risk         Of further   Community   Key
                               Charity                         Act 2014                        Compliance                      Investment     of Lobbying    Management   interest     Matters     contacts
                               SORP                                                                                            Planning for
                                                                                                                               Charities

www.pwc.ie
This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors.
© 2016 PricewaterhouseCoopers. All rights reserved. PwC refers to the PwC network and/or one or more of its member firms,
each of which is a separate legal entity. Please see www.pwc.com/structure for further details. 05385

PwC       Charity news                                                                                                                                                                                    17
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