S.I. No. 60/2007 - European Communities (Markets in Financial Instrume

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s)or rangeBliain nó blianta nó raon TypeCineál All Legislation Acts Statutory Instruments Advanced SearchCuardach Casta HomeBaile Statutory InstrumentsIonstraimí Reachtúla 2007 S.I. No. 60/2007 - European Communities (Markets in Financial Instruments) Regulations 2007 S.I. No. 60/2007 - European Communities (Markets in Financial Instruments) Regulations 2007 AmendmentsLeasuithe STATUTORY INSTRUMENT S.I. No. 60 OF 2007 REGULATIONS entitled European Communities (Markets in Financial Instruments) Regulations 2007 PART 1 - PRELIMINARY AND GENERAL PROVISIONS 1. Citation and commencement PART 2 - DEFINITIONS AND SCOPE 2. Object and scope of these Regulations 3. Interpretation 4. Competent Authority 5. Exemptions PART 3 - TRANSITIONAL 6. Existing regulation PART 4 - AUTHORISATION OF INVESTMENT FIRMS 7. Requirement for authorisation 8. When investment firm may be regarded as operating in the State 9. Bank to establish and maintain register of investment firms 10. Requirements of investment firm authorisations 11. Application to Bank for an authorisation to operate as an investment firm 12. Prerequisites relating to qualifying holdings in investment firms 13. Prerequisites to granting authorisations for investment firms 14. Bank may obtain further information from applicant by request, inquiry or investigation 15. Time frame for granting and refusing applications for authorisations for investment firms 16. Investment firms - capital, management, structure, control 17. Unincorporated investment firms - special provisions 18. Investment firms, dividing responsibility between their home and host Member States 19. Prohibition against false or misleading application for investment firm authorisation 20. Scope of authorisation 21. Withdrawal of authorisations for investment firms 22. Court may revoke authorisation on application by Bank 23. Bank to give notice of proposed withdrawal or revocation of authorisation 24. Publication of withdrawal or revocation of authorisation 25. Definitions for Regulations 25 to 28 26. Continued responsibilities of former authorised investment firms 27. Bank supervision of certain activities of former authorised investment firms 28. Certain obligations of persons responsible during firm's termination process PART 5 - REGULATION AND SUPERVISION OF INVESTMENT FIRMS 29. Persons who effectively direct the business 30. Shareholders and members with qualifying holdings 31. Membership of authorised Investor Compensation Scheme 32. Initial capital endowment 33. Organisational requirements 34. Further - business procedures, internal control mechanisms and reporting, etc. 35. Further - monitoring and evaluating systems, control mechanisms and the like 36. Risk management function 37. Internal audit function, supervisory function and senior management 38. Complaint procedures 39. Personal transaction procedures 40. Retention of records 41. Trading process and finalisation of transactions in an MTF 42. Relations with third countries PART 6 - REGULATED MARKETS 43. Authorisation and applicable law 44. Trading under regulated markets subject to Irish law 45. Market operator's responsibility for establishing regulated market 46. Regular review by Bank of market operators and regulated markets 47. Application to Bank for an authorisation to operate a regulated market 48. Prerequisites to granting authorisations for regulated markets 49. Bank may obtain further information from applicant by request, inquiry or investigation 50. Time frame for granting or refusing applications for authorisations for regulated markets 51. Regulated markets - management, structure, control 52. Prohibition against false or misleading application to operate regulated market 53. Withdrawal of authorisations for regulated markets 54. Bank may apply to Court for order revoking authorisation 55. Bank to give notice of proposed withdrawal or revocation of authorisation 56. Publication of withdrawal or revocation of authorisation 57. Definitions for Regulations 57 to 60 58. Continued responsibilities of former market operators 59. Bank supervision of certain activities of former market operators 60. Certain obligations of former market operators during operator's termination process 61. Requirements for the management and operation of the regulated market 62. Requirements relating to persons exercising significant influence over the management of the regulated market 63. Organisational requirements 64. Admission of financial instruments to trading 65. Suspension and removal of instruments from trading 66. Access to the regulated market 67. Monitoring of compliance with the rules of the regulated market and with other legal obligations 68. Pre-trade transparency requirements for regulated markets 69. Post-trade transparency requirements for regulated markets 70. Provisions regarding central counterparty and clearing and settlement arrangements 71. List of regulated markets PART 7 - OPERATING CONDITIONS FOR INVESTMENT FIRMS 72. Review of conditions for initial authorisation 73. General obligation in respect of on-going supervision 74. Conflicts of interest 75. Conflicts of interest continued 76. Conduct of business obligations when providing investment services to clients 77. Provision of certain types of information by investment firms to clients 78. Certain conduct not regarded as in client's best interests 79. Bank may impose additional requirements in exceptional cases 80. Information for clients and potential clients 81. Information for retail clients, professional clients and eligible counterparties 82. Providing certain general information for clients 83. Portfolio management 84. Information about nature and risks of financial instruments 85. Information about financial instrument subject to public offering 86. Information about financial instrument subject to public offering 87. Information about financial instrument with guarantee by third party 88. Information abut financial instrument belonging to retail clients 89. Accounts subject to another jurisdiction 90. Accounts subject to investment firm security interest 91. When investment firm enters into certain security financing transactions 92. Information on costs and charges 93. Collective investment undertakings 94. Assessment of suitability and appropriateness 95. Non-complex instruments 96. Reporting to clients 97. Best execution 98. Investment firm to act in clients’ best interests 99. Conduct of business obligations in more limited circumstances 100. Duty of investment firm to record rights and obligations 101. Duty of investment firm to report to clients about transactions, services and costs 102. Regulations 76 to 101 inapplicable to specific financial products otherwise regulated 103. Provision of services through the medium of another firm 104. Critical and important operational functions 105. Investment firm's responsibilities respecting outsourcing to service provider 106. Obligation to execute orders on terms most favourable to client 107. Client order handing by investment firms 108. Client order handling rules 109. Obligations of investment firms when appointing tied agents 110. Public registry of tied agents to be maintained by Bank 111. Transactions executed with eligible counterparties PART 8 - MARKET TRANSPARENCY AND INTEGRITY 112. Obligation to uphold integrity of markets, report transactions and maintain records 113. Monitoring of compliance with the rules of the MTF and with other legal obligations 114. Obligation for investment firms to make public firm quotes 115. Bank to determine classes to which particular shares belong 116. Further duties of systematic internalisers respecting their quotes 117. Bank to monitor for compliance 118. Business risk-reductions measures available to system internalisers 119. Post-trade disclosure by investment firms 120. Pre-trade transparency requirements for MTFs 121. Post-trade transparency requirements for MTFs PART 9 - CROSS BORDER ACTIVITIES 122. Definition for this Part 123. Freedom of investment firms from other Member States to provide services in State 124. Investment firms and market operators providing services in other Member States 125. Investment firms authorised in other Member States establishing branches in Ireland 126. Application of this Part to investment firms with branches in the State 127. Authorised investment firms establishing branches in other Member States 128. Access to regulated markets 129. Access to central counterparty, clearing and settlement facilities and right to designate settlement system 130. Provisions regarding central counterparty, clearing and settlement arrangements in respect of MTFs 131. Delegation by the Bank 132. Obligation to assist and cooperate with other Member States 133. Reciprocal duties of competent authorities respecting misconduct by regulated entities in other Member States 134. Cooperation in supervisory activities, on-the-spot verifications or in investigations 135. Exchange of information between competent authorities 136. Refusal to cooperate 137. Inter-authority consultation before authorisation 138. Powers for host Member States 139. Precautionary measures by Bank respecting misconduct by investment firms from other Member States 140. Further precautionary measures: misconduct of investment firm with branch in State 141. Further precautionary measures: misconduct of market operator of MTF in the State 142. Sanctions and restrictions to be justified and communicated 143. Exchange of information with third countries PART 11 - AUDITORS 144. Relations with auditors PART 12 - REGULATION AND SUPERVISION 145. Imposition of conditions or requirements 146. Further to Regulation 145 147. Directions by the Bank 148. Further to Regulation 147 149. Bank may apply to Court for orders confirming directions 150. Winding-up on application to Court 151. Definitions for Regulations 151 and 152 152. Restrictions on advertising 153. Consequences of advertising contrary to Regulations 154. Miscellaneous requirements respecting advertising 155. Requirements respecting investment research by investment firms 156. Exemption from restrictions on advertising 157. Liquidators, receivers, administrators, examiners, official assignees or creditors 158. Application to the Court 159. Prohibition against misappropriation 160. Safeguarding clients’ rights relative to financial instruments 161. Deposit of financial instruments and funds by investment firms 162. Securities financing transactions of investment firms 163. Warning notices PART 13 - ENFORCEMENT 164. Authorised Officers 165. Powers of authorised officers 166. Appointment of inspector by Court 167. Power of inspector to extend investigation 168. Direction to inspector by Court 169. Powers of inspection 170. Expenses of and fees relating to an investigation 171. Inspectors’ reports and proceedings thereon 172. Powers of Court following consideration of reports 173. Appointment of inspector by the Bank 174. Search and seizure 175. Admissibility in evidence of reports of inspectors 176. Privilege 177. Consent to publication of information PART 14 - ACQUIRING TRANSACTIONS 178. Definitions for the purposes of this Part 179. Notification of certain transactions 180. Approval of acquiring transactions 181. Period for implementing acquiring transactions 182. Imposition of conditions or requirements in respect of proposed acquiring transactions 183. Limitation on validity of certain acquiring transactions 184. Refusal to approve acquiring transactions 185. Inquiries into certain acquiring transactions 186. Obligation to inform a supervisory authority of shareholdings 187. Contravention of terms of approval of acquiring transactions PART 15 - OFFENCES 188. Summary conviction offences 189. Offences by bodies corporate 190. Summary proceedings may be brought by Bank PART 16 - APPEALS AND MISCELLANEOUS 191. Rights of appeals against Bank decisions PART 17 - AMENDMENTS TO OTHER ACTS 192. Amendment of section 33AK

(10)of Central Bank Act 1942

Amendment to Schedule 2 of Central Bank Act 1942
Repeals SCHEDULE 1 SCHEDULE 2 I, BRIAN COWEN, Minister for Finance, in exercise of the powers conferred on me by section 3 of the European Communities Act 1972 (No. 27 of 1972), as amended by the European Communities (Amendment) Act 1993 (No. 25 of 1993), for the purpose of giving effect to Directive 2004/39/EC, dated 21 April 2004, of the European Parliament and of the Council as amended by Directive 2006/31/EC of 5 April 2006 and Directive 2006/73/EC of 10 August 2006, hereby make the following Regulations: Part 1 - Preliminary and General Provisions Citation and commencement 1.

(1)These Regulations may be cited as the European Communities (Markets in Financial Instruments) Regulations 2007.

(2)These Regulations come into operation on 1 November 2007. Part 2 - Definitions and Scope Object and scope of these Regulations 2.

(1)The object and scope of these Regulations is to give effect to - (

a)Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, as amended by Directive 2006/31/EC of 5 April 2006, as regards certain deadlines and (
b)Directive 2006/73/EC of 10 August 2006 as regards organisational requirements and operating conditions for investment firms and defined terms for Directive 2004/39/EC.

(2)The following provisions shall also apply to credit institutions authorised under Directive 2006/48/EC, when providing one or more investment services: (a) Regulations 4, 5

(2), 31, 33 and 41, (

b)Part 7 (excluding Regulation 109), (
c)Part 8, (
d)Part 9 (excluding Regulations 123

(2)to

(6), 124

(1)to

(6), 125

(1)to

(5)127

(1)to

(5)and

(7)to

(8); (

e)Part 12 and Part 13; and (
f)Regulations 134, 138 and 139. Interpretation 3.

(1)In these Regulations, except where the context otherwise requires - “ancillary services” means the services specified in Part 2 of Schedule 1; “authorised investment firm” means an investment firm which - (

a)is deemed to be authorised under Regulation 6, or (
b)is authorised by the Bank under Regulation 11; “authorised officer” means a person authorised under Regulation 164; “Bank” means the Central Bank and Financial Services Authority of Ireland; “branch” means a place of business, other than the head office, which place of business - (
a)is a part of an investment firm, (
b)has no legal personality, (
c)provides investment services, and (
d)may also perform ancillary services for which the investment firm has been authorised and includes all of the places set up in the State that under paragraph

(5)are to be regarded as a single branch; “client” means any natural or legal person to whom an investment firm provides investment services, ancillary services or both; “close link” means a situation in which two or more natural or legal persons are linked by - (

a)participation, being the ownership, direct or by way of control, of 20% or more of the voting rights or capital of an undertaking, (
b)control, being the relationship between a parent undertaking and a subsidiary, in all the cases referred to in Article 1

(1)and

(2)of Directive 83/349/EEC, or (c) a similar relationship between any person and an undertaking, any subsidiary undertaking of a subsidiary undertaking also being considered a subsidiary of the parent undertaking which is at the head of those undertakings, and includes a situation in which 2 or more persons are permanently linked to one and the same other person by a control relationship; “control”, in relation to an undertaking, means control of the undertaking by a parent undertaking or by a person in the cases referred to in Article 1

(1)and

(2)of Directive 83/349/EEC; “Court” means the High Court; “credit institution” means the holder of an authorisation issued by the Bank or by a competent authority of another Member State for the purposes of Directive 2006/48/EC relating to the taking up and pursuit of the business of credit institutions; “dealing on own account” means trading against proprietary capital resulting in the conclusion of transactions in one or more financial instruments; “execution of orders on behalf of clients” means acting to conclude agreements to buy or sell one or more financial instruments on behalf of clients; “Directive” means the Markets in Financial Instruments Directive 2004/39/EC of 21 April 2004; “durable medium” means any instrument which - (

a)enables a client to store information addressed personally to that client in a way accessible for future reference and for a period of time adequate for the purposes of the information, and (
b)allows the unchanged reproduction of the information stored; “financial analyst” means a relevant person who produces the substance of investment research; “financial instruments” means the instruments specified in Part 3 of Schedule 1; “group”, in relation to an investment firm, means a group of which that firm forms a part consisting of - (
a)a parent undertaking and that undertaking's subsidiaries, (
b)the entities in which that undertaking holds, or its subsidiaries hold, a participation described in subparagraph (
a)of the definition in this paragraph of “close link”, and (
c)any other undertakings linked to each other by a relationship within the meaning of Article 12

(1)of Directive 83/349/EEC on consolidated accounts; “home Member State” means - (

a)in relation to an investment firm - (
i)that is a natural person, the Member State in which the firm's head office is situated, (
ii)that is a legal person, the Member State in which the firm's registered office is situated, or (iii) if the investment, firm under the firm's national law, has no registered office, the Member State in which the firm's head office is situated, and (
b)in relation to a regulated market, the Member State in which the registered office of the market operator of the regulated market is situated or, if under the law of that Member State the market operator has no registered office, the Member State in which the head office of the market operator of the regulated market is situated; “host Member State” means - (
a)the Member State, other than the home Member State, in which an investment firm has a branch or performs services or carries on activities, or (
b)the Member State in which the market operator of a regulated market provides appropriate arrangements so as to facilitate access to trading on the system of the regulated market by remote members or participants established in that same Member State; “insurance undertaking” has the same meaning as in the Insurance Act 1989; “investment advice”, subject to paragraph

(4), means the provision of personal recommendations to a client, either upon the client's request or at the initiative of the investment firm, in respect of one or more transactions relating to financial instruments; “investment firm” means, subject to paragraph

(2), any person, other than a tied agent, which person's regular occupation or business is the provision of one or more investment services to third parties on a professional basis, or the activity of dealing on own account on a professional basis, but does not include a natural person unless - (

a)his or her legal status ensures a level of protection for third parties’ interests equivalent to that afforded by legal persons, (
b)he or she is subject to equivalent prudential supervision appropriate to his or her legal status, and, (
c)if paragraph

(3)is applicable, he or she ensures that the conditions set out in that paragraph are fulfilled; “investment services” means any of the services listed in Part 1 of Schedule 1 relating to any of the instruments listed in Part 3 of Schedule 1, and a reference to the provision of investment services in these Regulations shall be interpreted as including a reference to the carrying on of the activity of dealing on own account; “ISD firm” means an investment firm within the meaning of Council Directive 93/22/EEC of 10 May 1993 on investment services in the securities field; “limit order” means an order to buy or sell a financial instrument at its specified price limit or better and for a specified size; “market maker” means a person who holds himself, herself or itself out on the financial markets on a continuous basis as being willing to deal on own account by buying and selling financial instruments against the person's proprietary capital at prices defined by the person; “market operator”, in relation to a regulated market, means - (

a)a person who operates the business of the regulated market other than a regulated market described in subparagraph (b), or (
b)the regulated market if it is a legal person and itself operates the business of the regulated market; “Member State” means a Member State of the European Community; “Minister” means the Minister for Finance; “money-market instruments” means those classes of instruments which are normally traded on the money market, such as treasury bills, certificates of deposit and commercial papers but does not include instruments of payment; “multilateral trading facility” and “MTF” mean a multilateral system, operated by an investment firm or a market operator, which brings together multiple third-party buying and selling interests in financial instruments, in the system and in accordance with non-discretionary rules, in a way that results in a contract; “outsourcing” means an arrangement of any form between an investment firm and a service provider by which the service provider performs a process, a service or an activity which would otherwise be undertaken by the investment firm itself; “parent undertaking” means an undertaking as defined by Articles 1 and 2 of Seventh Council Directive 83/349/EEC of 13 June 1983 on consolidated accounts; “person with whom a relevant person has a family relationship” means any of the following: (
a)the spouse of the relevant person or any partner of that person considered by national law as equivalent to a spouse; (
b)a dependent child or stepchild of the relevant person; (
c)any other relative of the relevant person who has shared the same household as that person for at least one year on the date of the personal transaction concerned: “portfolio management” means managing portfolios in accordance with mandates given by clients on a discretionary client-by-client basis where such portfolios include one or more financial instruments; “professional client” means a client meeting the criteria laid down in Schedule 2 to these Regulations; “qualifying holding” means a direct or indirect holding of shares or other interest in an investment firm, proposed investment firm, market operator of a regulated market, or proposed market operator of a regulated market, which holding represents - (
a)10 per cent. or more of the capital or of the voting rights, or (
b)any direct or indirect holding of less than 10 per cent which, in the opinion of the Bank, makes it possible to control or exercise a significant influence over the management of the investment firm or proposed investment firm in which a holding subsists; “regulated market” means a multilateral system operated or managed by a market operator which (
a)brings together, or facilitates the bringing together of, multiple third-party buying and selling interests in financial instruments, in the system and in accordance with its non-discretionary rules, in a way that results in a contract in respect of the financial instruments admitted to trading under its rules or systems, and (
b)is authorised and functions regularly and in accordance with Part 6; “relevant person”, in relation to an investment firm, means any of the following: (
a)a director, partner or equivalent, manager or tied agent of the firm; (
b)a director, partner or equivalent, or manager of any tied agent of the firm; (
c)a person who is (
d)an employee of the firm or of a tied agent of the firm, (
e)another natural person - (
i)whose services are placed at the disposal, and under the control of the firm or a tied agent of the firm, and (
ii)who is involved in the provision by the firm of investment services and activities; (
e)a natural person who is directly involved in the provision of services to the investment firm or to its tied agent under an outsourcing arrangement for the purpose of the provision by the firm of investment services and activities; “retail client” means a client who is not a professional client; “securities financing transaction” has the meaning given to it in Article 2

(10)of Commission Regulation (EC) No 1287/2006 of 10 August 2006; “senior management” means the person or persons who effectively direct the business of the investment firm; “State” means the Republic of Ireland; “subsidiary” means a subsidiary undertaking as defined in Articles 1 and 2 of Directive 83/349/EEC including any subsidiary of a subsidiary undertaking of an ultimate parent undertaking; “systematic internaliser” means an investment firm which, on an organised, frequent and systematic basis, deals on own account by executing client orders outside a regulated market or an MTF; “tied agent” means a person appointed under Regulation 109 as a tied agent by an investment firm; “third country” means a country that is not a Member State, and includes a state, province region or dependent territory of such a country; “transferable securities” means, with the exception of instruments of payment, those classes of securities which are negotiable on the capital market, such as the following: (

a)shares in companies and other securities equivalent to shares in companies, partnerships or other entities, and depositary receipts in respect of shares; (
b)bonds or other forms of securitised debt, including depositary receipts in respect of such securities; (
c)any other securities giving the right to acquire or sell any such transferable securities or giving rise to a cash settlement determined by reference to transferable securities, currencies, interest rates or yields commodities or other indices or measures; “UCITS management company” means a management company as defined in EU Council Directive 85/611/EEC of 20 December 1985 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities;

(2)For the purposes of the definition in paragraph

(1)of “investment firm”, where an individual - (

a)provides an investment or ancillary service, or (
b)carries on the activity of dealing on own account, and the service or activity is carried on solely for the account of and under the full and unconditional responsibility of an investment firm, an insurance undertaking or a credit institution, the activity or service, as the case may be, shall be regarded as that of the investment firm, insurance undertaking or credit institution itself.

(3)For the purposes of the definition in paragraph

(1)of “investment firm”, where a natural person provides services involving the holding of third parties’ funds or transferable securities, the natural person may be considered as an investment firm only if, without prejudice to the other requirements imposed in these Regulations and in Directive 2006/49/EC, he or she ensures that the following conditions are fulfilled: (

a)the ownership rights of third parties in instruments and funds must be safeguarded, especially in the event of the insolvency of the investment firm or of its proprietors, seizure, set-off or any other action by creditors of the firm or of its proprietors; (
b)the investment firm must be subject to rules designed to monitor the firm's solvency and that of its proprietors; (
c)the investment firm's annual accounts must be audited by one or more persons empowered, under Irish law, to audit accounts; (
d)where the investment firm has only one proprietor, he or she must make provision for the protection of investors in the event of the investment firm's cessation of business following his or her death incapacity or any other such event.

(4)For the purposes of the definition in paragraph

(1)of “investment advice” “personal recommendations” means recommendations - (

a)that are made to persons in their capacity - (
i)as investors or potential investors, or (
ii)as agents for an investors or potential investors, (
b)that are presented as suitable for those persons or are based on a consideration of their circumstances, and (
c)must constitute recommendations to take one of the following sets of steps: (
i)to buy, sell, subscribe for, exchange, redeem, hold or underwrite a particular financial instrument; (
ii)to exercise or not to exercise any right conferred by a particular financial instrument to buy, sell, subscribe for, exchange, or redeem a financial instrument, but does not include recommendations that are issued exclusively through distribution channels or to the public.

(5)For the purposes of these Regulations, all of the places of business set up in the State by an investment firm with headquarters in another Member State shall be regarded as a single branch; Competent Authority 4. The Bank is the competent authority in the State for the purposes of the Directive. Exemptions 5.

(1)These Regulations do not apply to any of the following: (

a)insurance undertakings as defined in Article 1 of Directive 73/239/EEC, assurance undertakings as defined in Article 1 of Directive 2002/83/EC, or reinsurance undertakings as defined in Directive 2005/68/EC; (
b)persons which provide investment services exclusively for their - (
i)parent undertakings, (
ii)subsidiaries, or (
ii)other subsidiaries of their parent undertakings; (
c)persons who do not provide any investment services or activities other than dealing on own account, unless - (
i)they are market makers, or (
ii)deal on own account outside - (A) a regulated market, or (B) an MTF, on an organised, frequent and systematic basis by providing a system accessible to third parties in order to engage in dealings with them; (
d)persons who provide investment services consisting exclusively in the administration of employee-participation schemes; (
e)persons who provide investment services which only involve both administration of employee-participation schemes and the provision of investment services exclusively for their parent undertakings, for their subsidiaries or for other subsidiaries of their parent undertakings; (
f)the members of the European System of Central Banks, the National Treasury Management Agency and other public bodies charged with or intervening in the management of the public debt; (
g)An Post, including any postmaster acting on it's behalf, the Prize Bond Company Ltd. or any successor to the Prize Bond Company Ltd, as operator of the Prize Bond scheme, any of them is acting as an agent of, or otherwise on behalf of, the Minister of the National Treasury Management Agency; (
h)persons - (
i)dealing on own account in financial instruments, or (
ii)providing, to the clients of their main business, investment services in commodity derivatives or derivative contracts referred to in subparagraph

(8)of Part 3 of Schedule 1, if doing so is ancillary in each case to the main businesses, when considered on a group basis, if the main businesses is not the provision of investment services within the meaning of these Regulations or any of the services mentioned in Annex I of Directive 2006/48/EC; (

i)persons providing investment advice in the course of providing another professional activity not covered by these Regulations if the provision of the advice is not specifically remunerated; (
j)persons whose main business consists of dealing on own account in commodities, commodity derivatives or both unless those persons are part of a group the main business of which is the provision of - (
i)investment services within the meaning of these Regulations, or (
ii)one or more of the services specified in Annex I of Directive 2006/48/EC; (
k)firms which provide investment services, perform investment activities, or do both, and in doing so deal only on own account on markets in one or more of - (
i)financial futures, (
ii)options, or (iii) other derivatives and on cash markets for the sole purpose of one or both of - (I) hedging positions on derivatives markets, and (II) dealing for the accounts of other members of those markets or making prices for them, where the markets are guaranteed by clearing members of the same markets and responsibility for ensuring the performance of contracts entered into by those firms is assumed by clearing members of the same markets; (
l)an investment business firm which the Bank has determined does not require an authorisation because the provision of investment business services is only carried out as necessary in relation to the main activities of the investment business firm, and, for these purposes, the determination of the Bank shall be - (
i)for a fixed period only, and (
ii)subject to whatever reporting requirements the Bank considers appropriate; (
m)a personal representative as defined in section 3 of the Succession Act 1965, in respect of actions as personal representative of a deceased person; (
n)a trustee, as defined in section 3 of the Trustee Act 1893, in respect of actions as trustee of a trust, unless the principal objective of the trust is to provide investment services to members of the public; (
o)notwithstanding the obligations imposed on liquidators and receivers under this Act, a person appointed as a liquidator or receiver of a company in respect of activities relating to the liquidation or receivership; (
p)any collective investment undertaking or pensions fund including the depository or manager of the undertaking or fund that has - (
i)received approval from the Bank, under the its powers under other enactments, to market units of the undertaking in the State, or (
ii)been authorised by the competent authority of another Member State under Directive 85/611/EEC; (
q)a practising member of an approved professional body as defined in section 55 of the Investment Intermediaries Act 1995, not being a certified person as defined in that section, who holds at the member's principal place of business, on behalf of clients, share certificates in private limited companies owned by those clients where - (
i)the member holds the share certificates only in order to facilitate the orderly management of the private limited company's statutory records, and (
ii)the holding of the share certificates arises from the provision of professional services by the member to the client.

(2)The rights conferred by these Regulations do not extend to the provision of services as counterparty in transactions carried out - (

a)by public bodies dealing with public debt, (
b)by members of the European System of Central Banks, (
i)performing their tasks as provided for by the Treaty and the Statute of the European System of Central Banks, or (
ii)performing equivalent functions under national provisions, or (
c)by the European Central Bank.

(3)These Regulations do not apply to persons whose home Member State is the State, and whose activities are regulated by the Bank, if the persons - (

a)are not allowed to hold clients’ funds or securities and therefore are not allowed at any time to place themselves in debit with their clients, (
b)are not allowed to provide any investment service except as follows: (
i)receiving and transmitting orders in transferable securities and units in collective investment undertakings; (
ii)providing investment advice in relation to those securities and units, and (
c)in the course of providing the services referred to in subparagraph (
b)are allowed to transmit orders only to any or all of the following: (
i)investment firms authorised in accordance with the Directive; (
ii)credit institutions authorised in accordance with Directive 2006/48/EC; (iii) branches of investment firms or of credit institutions which are authorised in a third country and are subject to, and comply with, prudential rules considered by the competent authorities to be at least as stringent as the rules under the Directive Directive 2006/48/EC or Directive 2006/49/EC; (
iv)collective investment undertakings authorised under the law of a Member State to market units to the public and to the managers of the undertakings; (
v)investment companies with fixed capital, as defined in Article 15

(4)of Second Council Directive 77/91/EEC of 13 December 1976 on coordination of safeguards

(4)A certified person as defined in section 55 of the Investment Intermediaries Act 1995 does not require an authorisation under these Rules while - (

a)that person remains a certified person, and (
b)any investment advice and investment services are provided by that person in an incidental manner and within the limits, conditions or constraints of the certificate granted by that person's approved professional body.

(5)In paragraph

(4): “investment advice” includes “investment advice” within the meaning of that expression used in Part VII of the Investment Intermediaries Act 1995 in relation to a certified person; “investment services” includes “investment business services” within the meaning of that expression used in Part VII of the Investment Intermediaries Act 1995 in relation to a certified person.

(6)On application by a person described in paragraph

(3), the Bank may direct that these Regulations apply to that person, notwithstanding that paragraph and while the direction remains in effect these Regulations apply to that person. Part 3 - Transitional Existing regulation 6.

(1)Effective on 1 November 2007, the Investment Intermediaries Act, 1995 does not apply to an investment firm.

(2)Notwithstanding Regulation 7, a person who, immediately before 1 November 2007, is an - (

a)“authorised investment business firm” under the Investment Intermediaries Act 1995, or (
b)“authorised member firm” under the Stock Exchange Act 1995, is deemed for the purposes of these Regulations to be an authorised investment firm.

(3)Notwithstanding Regulation 7, for the purposes of these Regulations, (

a)the Main Market of the Irish Stock Exchange is deemed to be a regulated market, and (
b)the Irish Stock Exchange Limited is deemed to be the market operator of that regulated market.

(4)If Regulations made by the Bank under the Investment Intermediaries Act 1995 or the Stock Exchange Act, 1995, in this Regulation called “the former Regulations”, (

a)were in force immediately before 1 November 2007, and (
b)at that time, the former Regulations applied to the firms referred to in paragraph

(2)or to the Irish Stock Exchange Limited and, on 1 November 2007, the Bank, has the discretion under these Regulations to make similar Regulations, then, notwithstanding this Regulation, the former Regulations continue to apply to investment firms and market operators of regulated markets as if the former Regulations were made by the Bank under these Regulations.

(5)If a direction to a firm referred to in paragraph

(2), or to the Irish Stock Exchange Limited, given by the Bank under the Investment Intermediaries Act, 1995 or the Stock Exchange Act, 1995, in this Regulation called the “former direction”, (

a)was in force immediately before the time of the coming into operation these Regulations, and (
b)at that time the former direction applied to the a firm referred to in paragraph

(2), or to the Irish Stock Exchange Limited, and the Bank on the coming into operation of these Regulations, has the discretion under these Regulations to give a similar direction, the former direction continues to apply to the firm or the Irish Stock Exchange Limited as if the former direction were given by the Bank under these Regulations.

(6)If an order made, or a notice sent, by the Bank to a firm referred to in paragraph

(2), or to the Irish Stock Exchange Limited, under the Investment Intermediaries Act, 1995 or the Stock Exchange Act, 1995, in this Regulation called the “former order or notice”, (

a)was in force immediately before the time of the coming into operation of these Regulations, and (
b)at that time the former order or notice applied to the firm referred to in paragraph

(2), or to the Irish Stock Exchange Limited, and the Bank on 1 November 2007, has the discretion under these Regulations to make a similar order, or send a similar notice, the former order or notice continues to apply to the firm referred to in paragraph

(2), or to the Irish Stock Exchange Limited, as if the former order or notice had been made or sent by the Bank under these Regulations.

(7)A person who, immediately before 1 November 2007, was holding office as an authorised officer under the Investment Intermediaries Act, 1995 or the Stock Exchange Act 1995, is deemed for the purposes of these Regulations to be an authorised officer, as if appointed as such under Regulation 164. Part 4 - Authorisation of Investment Firms Requirement for authorisation 7.

(1)Subject to paragraph

(2), a person shall not act as an investment firm in the State, claim to be an investment firm in the State or represent that the person is an investment firm in the State, unless the person is - (

a)an authorised investment firm, (
b)is authorised to do so for the purposes of the Directive by a competent authority in another Member State, or (
c)is deemed authorised as described in Regulation 6

(2), and is acting as authorised.

(2)A market operator may operate an MTF in the State, subject to the prior verification of the market operator's compliance with Part 4 and with Part 5 excluding Regulations 31 and 43.

(3)At the request of the market operator of a regulated market, the Bank may authorise as an MTF a multilateral system that, immediately before 1 November 2007, was both in existence and operated by the market operator if - (

a)the multilateral system is in compliance with rules equivalent to those required by these Regulations for the authorisation and operation of MTFs, and (
b)the request concerned is made on or before 31 July 2008. When investment firm may be regarded as operating in the State 8.

(1)For the purposes of Regulation 7, an investment firm shall not be regarded as operating within the State, if - (

a)the firm has no branch in the State, (
b)the firm's head or registered office is - (
i)in a state other than a Member State, or (
ii)in a Member State outside the State and the firm does not provide any investment services in respect of which it is required to be authorised in its home Member State for the purposes of the Directive, or (
c)the firm is authorised in a Member State outside the State, under the Directive, but provides only investment services of a kind for which authorisation under the Directive is not available during the provision of the investment services.

(5)Notwithstanding paragraph

(1), an investment firm, for the purposes of Regulation 7, shall be regarded as operating within the State if the firm provides investment services to individuals in the State who do not themselves provide one or more investment services on a professional basis. Bank to establish and maintain register of investment firms 9. The Bank shall - (

a)establish and maintain a register of all authorised investment firms for which the Bank is the competent authority, and (
b)ensure that the register is publicly accessible and contains information on the investment services for which the investment firms are authorised under these Regulations. Requirements of investment firm authorisations 10. It is a requirement of an authorisation granted by the Bank that - (
a)an investment firm which is a legal person must have its head office and its registered office (if required by law) in the State, and (
b)an investment firm other than one referred to in subparagraph (
a)that is a branch of another investment firm whose head or registered office is in a State other than a Member State must have a registered office in the State. Application to Bank for an authorisation to operate as an investment firm 11.

(1)The Bank - (

a)may grant or refuse to grant to any person applying to it under this Regulation an authorisation to operate as an investment firm, and (
b)shall not grant an authorisation under subparagraph (
a)unless satisfied that the applicant complies with this Part.

(2)The grant of an authorisation under paragraph

(1)may be given - (

a)unconditionally, or (
b)as the Bank considers fit, subject to conditions or requirements.

(3)If the Bank decides under paragraph

(1)to refuse to grant an authorisation for an applicant to operate as an investment firm, the Bank shall promptly serve notice on the applicant of the decision, stating the reasons for the refusal.

(4)An application for authorisation under paragraph

(1)shall be in the form and contain or be accompanied by the records and information as the Bank may specify including but not limited to - (

a)particulars of the type of business to be carried on or likely to be carried on by the proposed investment firm, (
b)information about any person or persons having a qualifying shareholding in, or having control or ownership of, the proposed investment firm, including but not limited to, any natural or legal person whose shareholding in, or other commercial relationship with the proposed investment firm might influence the conduct of the proposed investment firm to a material degree, and (
c)a certified copy of - (
i)the memorandum of association, if any, and articles of association, if any, of the proposed investment firm, or (
ii)other constituting documents, if any. Prerequisites relating to qualifying holdings in investment firms 12.

(1)The Bank shall not grant an authorisation under Regulation 11

(1)to a person unless the Bank has been informed of - (

a)the identities of the shareholders or members, (
b)whether the shareholders or members, as the case may be, (
i)are direct or indirect, (
ii)are natural or legal persons, (iii) have qualifying holdings, and (
iv)the amounts of those qualifying holdings, if any.

(2)The Bank shall not grant an authorisation under Regulation 11

(1)unless taking into account the need to ensure sound and prudent management of investment firms the Bank is satisfied as to the suitability of the shareholders or members that have or will have qualifying holdings in the investment firm that is the subject of the application under Regulation 11

(1). Prerequisites to granting authorisations for investment firms 13. Without limiting the generality of Regulation 11

(1), the Bank shall not grant an authorisation under that Regulation to a person to operate as an investment firm unless the firm satisfies the bank as follows - (

a)that the proposed investment firm is - (
i)a company incorporated by statute or under the Companies Acts, (
ii)incorporated outside the State, (iii) a company made under Royal Charter, or (
iv)constituted under a partnership agreement as an unincorporated body of persons, (
v)an industrial provident society, or (
vi)a sole trader; (
b)that the memorandum of association and articles of association or other constituting documents of the proposed investment firm contain sufficient provision so as to enable the firm to operate in accordance with - (
i)these Regulations, and (
ii)any conditions, requirements or both, as the Bank may impose; (
c)that the proposed investment firm - (
i)has the minimum level of capital which shall be specified by the Bank, and (
ii)is in compliance with Regulation 32; (
d)as to the probity and competence of each of the directors and managers of the proposed investment firm; (
e)as to the suitability of each of the qualifying shareholders of the proposed investment firm; (
f)as to the organisational structure and management skills of the proposed investment firm and that adequate levels of staff and expertise will be employed to carry out the firm's proposed activities; (
g)that the proposed investment firm has and will follow established procedures to enable - (
i)the Bank to be supplied with all information necessary for the Bank's supervisory functions, and (
ii)the public to be supplied with any information which the Bank may specify; (
h)that the organisation of the business structure of the proposed investment firm is such that it and any of its associated or related undertakings, are capable of being supervised adequately by the Bank; (
i)as to the conduct of - (
i)the proposed investment firm's business and financial resources, and (
ii)any other matters as the Bank considers necessary in the interests of the proper and orderly regulation and supervision of investment firms or in the interests of the protection of investors. Bank may obtain further information from applicant by request, inquiry or investigation 14.

(1)At any time before the grant or refusal of an authorisation under Regulation 11

(1), the Bank may - (

a)request the applicant for the authorisation to supply further information and records relating to the proposed investment firm, or (
b)instruct an authorised officer to - (
i)make inquiries, or (
ii)carry out investigations as may be necessary for the purpose of evaluating properly the application.

(2)The inquiries or investigations referred to in subparagraph

(1)(b) shall be carried out in accordance with these Regulations. Time frame for granting and refusing applications for authorisations for investment firms 15.

(1)The applicant under Regulation 11

(1)for an authorisation to operate as an investment firm shall be informed - (

a)within 6 months after the receipt by the Bank of the complete application, or (
b)where additional information in relation to the application has been sought by the Bank, within - (
i)6 months after the receipt by the Bank of the additional information, or (
ii)12 months after the receipt by the Bank of the complete application, whether or not an authorisation has been granted, whichever is the sooner;

(2)If the applicant under Regulation 11

(1)does not provide a complete application, as required under Regulations 11 to 14, within the 12 months referred to in paragraph

(1)of this Regulation, the Bank may refuse the application. Investment firms -capital, management, structure, control 16.

(1)The Bank may impose conditions, requirements or both, in respect of the level of capital to be maintained by an investment firm.

(2)The Bank may require that an appointment with an investment firm, as a director, as chief executive, as manager or as the holder of an equivalent position, requires the Bank's prior approval in writing which it may refuse, if not satisfied as to the probity and competence of the proposed appointee.

(3)The Bank may direct an investment firm to alter the firm's memorandum of association, articles of association or other constituting documents in the interest of the proper and orderly regulation and supervision of investment firms or the protection of investors.

(4)The Bank may require an investment firm or proposed investment firm to organise its business or corporate structure or its control of any associated undertaking or related undertaking not supervised by the Bank such that - (

a)the investment firm when authorised under these Regulations, and (
b)where appropriate and practicable, the business of any associated undertaking or related undertaking, either collectively or individually, is capable of being supervised to the satisfaction of the Bank under these Regulations. Unincorporated investment firms - special provisions 17.

(1)Without prejudice to Regulation 16, the Bank may impose conditions requirements or both on an investment firm which is constituted as an unincorporated body of persons or which is a natural person in order to monitor the solvency of the firm, its proprietors or both.

(2)The Bank may impose conditions, requirements or both on an investment firm which is constituted as an unincorporated body of persons or which is a natural person in order to achieve an equivalent level of supervision to that pertaining to an investment firm which is constituted as a corporate body. Investment firms, dividing responsibility between their home and host Member States 18 The Bank shall apply these Regulations, having regard to the division of responsibilities between the home and host Member States of an investment firm, which are set out in the Directive and Directive 2006/49/EC and the relevant provisions of these Regulations shall be construed accordingly. Prohibition against false or misleading application for investment firm authorisation 19. A person shall not, knowingly or recklessly - (a) apply under these Regulations for an authorisation to operate as an investment firm using false or misleading information, or (b) make false or misleading statements to the Bank in relation to an application for - (i) an authorisation under this Regulation to operate as an investment firm, or (ii) an approval or permission from the Bank concerning the operation of an investment firm. Scope of authorisation 20.

(1)An authorisation granted to an investment firm under Regulation 11

(1)- (

a)shall specify - (
i)the investment services which the firm is to provide, and (
ii)the types of financial instruments in which the firm may deal, (
b)may cover one or more ancillary services but shall not be granted solely for the provision of ancillary services, and (
c)may - (
i)extend to the provision of any investment business services, or (
ii)cover any investment instruments, as defined in the Investment Intermediaries Act 1995.

(2)A person shall not provide any - (a) investment business services referred to in paragraph

(1)(c)(i), or (b) services in respect of investment instruments referred to in paragraph

(1)(c)(ii) unless the person is an authorised investment firm.

(3)An investment firm seeking authorisation to extend its business to additional investment services or ancillary services for which the firm is not authorised under these Regulations may apply to the Bank for the appropriate extension of the firm's authorisation and the Bank may grant the extension if the Bank considers the extension appropriate in the circumstances.

(4)An authorisation granted to an investment firm under Regulation 11

(1)together with an extension, if any, under subsection

(3)of this Regulation - (

a)is valid for the entire European Community if the investment firm complies with Regulation 124, and (
b)allows an investment firm or a branch established by it to provide the services or perform the activities, for which the firm has been authorised, throughout the European Community. Withdrawal of authorisations for investment firms 21.

(1)The Bank may withdraw an authorisation, granted under Regulation 11 to operate as an investment firm if the firm - (

a)fails to operate as an investment firm during the 12 month period following after the date of the authorisation, (
b)expressly renounces the authorisation, (
c)obtained the authorisation by making false statements or by any other irregular means, (
d)no longer meets the conditions under which the authorisation was granted or the prerequisites to authorisation listed in Regulation 13(a to (i). (
e)is being wound up, or (
f)has seriously or systematically infringed the provisions of these Regulations governing the operation of investment firms.

(2)Other than in the circumstances outlined in paragraph

(1)(a), the Bank may withdraw an authorisation, granted under Regulation 11, to operate as an investment firm if the firm has not provided investment services for the immediately preceding 6 months. Court may revoke authorisation on application by Bank 22.

(1)Without prejudice to the power of the Bank to withdraw an authorisation under Regulation 21

(1), the Bank may apply to the Court in a summary manner for an order revoking an authorisation to operate as an investment firm if the revocation is expedient - (

a)in the interests of the proper and orderly regulation and supervision of investment firms, (
b)in order to protect investors, or (
c)in one or more of the circumstances described in paragraph

(2).

(2)The circumstances referred to in paragraph

(1)are as follows: (

a)the investment firm has been convicted on indictment of any offence - (
i)under these Regulations, (
ii)under any enactment under which the Bank exercises statutory functions, or (iii) involving fraud, dishonesty or breach of trust; (
b)circumstances have materially changed since the granting of the authorisation such that, if an application for the authorisation were made at the time of the application to the Court, a different decision would be taken in relation to the application for authorisation; (
c)the authorisation was obtained by a person knowingly or recklessly - (
i)making false or misleading statements, or (
ii)using false or misleading information, (
d)the investment firm has systematically failed to comply with a condition or requirement of these Regulations; (
e)the investment firm has failed to comply to a material degree with a condition or requirement of these Regulations; (
f)the investment firm no longer fulfils any or all of the conditions or requirements which were - (
i)imposed when the authorisation was granted, or (
ii)subsequently imposed; (
g)the investment firm - (
i)no longer complies with capital or any other financial requirements specified by the Bank, or (
ii)is not maintaining, or is unlikely to be able to maintain, having regard to the nature and volume of the firm's business adequate capital resources or adequate other resources; (
h)the investment firm becomes unable or, in the opinion of the Bank, is likely to become unable, to meet its obligations to its creditors or suspends payments lawfully due; (
i)the investment firm has infringed to a material degree a code of conduct or rules of conduct specified in or set out under Regulation 79; (
j)a director, manager or qualifying shareholder of the investment firm no longer satisfies the Bank as to the matters specified in Regulation 13(d and (e); (
k)the investment firm - (
i)has not complied with a condition, requirement or direction imposed by or under these Regulations, and (
ii)the circumstances are such that the Bank is of the opinion that the stability and soundness of the firm is or has been materially affected by the non-compliance; (
l)the investment firm has so organised its business or corporate structure that - (
i)the firm, and, (
ii)where appropriate, any related undertaking or associated undertaking, either collectively or individually, is no longer capable of being supervised to the satisfaction of the Bank under these Regulations.

(3)On an application by the Bank to the Court under this Regulation, the Court may make interim or interlocutory orders as it thinks fit in the circumstances.

(4)An application by the Bank to the Court under this Regulation or under Regulation 27

(4)may be heard otherwise than in public.

(5)The Bank shall not apply to the Court to revoke an authorisation on the grounds set out in paragraph

(2)(

j)unless the Bank has given the authorised investment firm concerned an opportunity to - (
a)remove the director, manager or qualifying shareholder, or (
b)otherwise deal with the concerns of the Bank in relation to the probity or competence of the director, manager or qualifying shareholder, within such period of time as the Bank may specify. Bank to give notice of proposed withdrawal or revocation of authorisation 23. When the Bank proposes to withdraw an authorisation to operate as an investment firm or to apply to the Court for an order to revoke an authorisation to operate as an investment firm, the Bank shall - (
a)serve notice on the investment firm of its intention, and (
b)state its reasons in the notice. Publication of withdrawal or revocation of authorisation 24 Within 28 days after withdrawal or revocation of an authorisation to operate as an investment firm, the Bank may publish notice of the withdrawal or revocation in the Iris Oifigiúil or in one or more newspapers circulating in the State. Definitions for Regulations 25 to 28 25. In this Regulation and Regulations 26 to 28: “former authorised investment firm” means a person whose authorisation to operate as an investment firm has been withdrawn or revoked; “obligations” includes duties and liabilities; “person responsible”, in relation to a termination process, means the person who is responsible under the law for that process; “termination process”, in relation to a former authorised investment firm (including a natural person where appropriate), means any - (
a)proceedings relating to the winding-up, dissolution or termination of the firm, (
b)receivership or bankruptcy proceedings of which the firm is the subject, or (
c)any other such proceedings under law under which an assignee or other person becomes responsible for the firm's affairs pending the firm ceasing to carry on business. Continued responsibilities of former authorised investment firms 26.

(1)A former authorised investment firm that is not the subject of any termination process continues to be responsible for arranging the discharge of all liabilities, duties and obligations of the firm existing immediately before announcement of the withdrawal or revocation of the firm's authorisation, unless the Bank states otherwise.

(2)Without limiting the generality of paragraph

(1), a former authorised investment firm, whether or not the subject of any termination process, continues to be subject to - (

a)the obligations that were imposed on the firm by these Regulations, in the firm's previous capacity as an authorised investment firm, and (
b)any codes of conduct, rules of conduct, client money requirements and other conditions and requirements that were imposed on the firm by the Bank under these Regulations, in the firms previous capacity as an authorised investment firm. until all the obligations of the firm have been discharged to the satisfaction of the Bank, to the extent that the obligations pertain to the firm's business as an investment firm before the withdrawal or revocation of the firm's authorisation.

(3)A former authorised investment firm, as soon as possible after the withdrawal or revocation of the firm's authorisation, shall notify the Bank and such other persons as the Bank directs, of the measures proposed to discharge without undue delay the obligations of the firm, to the extent that the obligations pertain to the firm's business as an investment firm before the withdrawal or revocation. Bank supervision of certain activities of former authorised investment firms 27.

(1)If a former authorised investment firm - (a) has notified the Bank in accordance with Regulation 26

(3)and the Bank is of the opinion that the measures proposed are not satisfactory, (b) has failed to notify the Bank in accordance with Regulation 26

(3), or (c) the Bank is of opinion that the firm has failed to take all reasonable steps to notify persons which under Regulation 26

(3)the Bank has directed are to be notified, then, subject to paragraph

(3)of this Regulation, the Bank, by written direction given to the firm, may prohibit the firm for a period, not exceeding 6 months, from doing one or more of the activities set out in paragraph

(2)without the prior written approval of the Bank.

(2)The following are the activities referred to in paragraph

(1): (

a)creating any liabilities; (
b)dealing with or disposing of any assets or specified assets of the former authorised investment firm in any manner; (
c)engaging in any transaction or class of transaction or specified transaction; (
d)making payments.

(3)Having given a written direction under paragraph

(1)to a former authorised investment firm, the Bank, by further written direction given to the firm, may require the firm to prepare and submit to the Bank, within 2 months after the initial direction, a scheme for the Bank's approval under which the firm will carry out the orderly discharge in full of the firm's obligations, to the extent that the obligations pertain to the firm's business as an investment firm before the withdrawal or revocation of the firm's authorisation.

(4)Where the Bank gives a direction under paragraph

(1)or

(3), (

a)the Bank may apply to the Court, on being satisfied that the direction has not been complied with, and (
b)the Court may confirm, vary or set aside the direction on the terms and for the period as the Court thinks fit. Certain obligations of person responsible during firm's termination process 28.

(1)Where a former authorised investment firm is the subject of any termination process, the person responsible is, from the date of the commencement of that process subject to - (

a)the obligations that were imposed on the firm by these Regulations, in the firm's previous capacity as an authorised investment firm, and (
b)any codes of conduct, rules of conduct, client money requirements and other conditions and requirements that were imposed on the firm by the Bank under these Regulations, in the firms previous capacity as an authorised investment firm, until all the obligations of the firm have been discharged to the satisfaction of the Bank.

(2)The obligations imposed on a person responsible under paragraph

(1)are additional to the obligations of that person during the termination process.

(3)Notwithstanding paragraph

(1), if the Bank considers it appropriate in the circumstances, the Bank, on giving notice in writing to the person responsible for a former authorised investment firm referred to in paragraph

(1)may in writing - (a) waive any obligations that the Bank, under paragraph

(1), imposed on the person responsible, and (b) impose on the person responsible other obligations which correspond to those set out in paragraph

(1). Part 5 — Regulation and Supervision of Investment Firms Persons who effectively direct the business 29.

(1)Persons who effectively direct the business and the operations of an investment firm must satisfy the Bank that they are - (

a)of sufficiently good repute, and (
b)sufficiently experienced, so as to ensure the sound and prudent management and operation of the firm.

(2)Where a market operator seeks authorisation to operate an MTF and the persons that effectively direct the business of the MTF are the same as those that effectively direct the business of the regulated market, those persons are deemed to comply with paragraph

(1).

(3)An investment firm must notify the Bank of any changes to its management along with all information needed to assess whether persons appointed or to be appointed to manage the firm are of sufficiently good repute and sufficiently experienced.

(4)The Bank shall require that the management of investment firms is undertaken by at least two persons meeting the requirements laid down in paragraph

(1).

(5)However, by way of derogation from the paragraph

(1), the Bank may grant authorisation to investment firms - (

a)that are natural persons, or (
b)that are legal persons managed by a single natural person, if the Bank is satisfied that there are arrangements in place which ensure the sound and prudent management of the investment firms. Shareholders and members with qualifying holdings 30.

(1)Where close links exist between the proposed investment firm and other natural or legal persons, the Bank shall grant authorisation only if those links do not prevent the effective exercise of the Bank's supervisory functions.

(2)If the proposed acquirer of any qualifying holding in an investment firm is - (

a)an investment firm, a credit institution, an insurance undertaking or a UCITS management company authorised in another Member State, (
b)the parent undertaking of an investment firm, credit institution insurance undertaking or a UCITS management company authorised in another Member State, or (
c)a person controlling an investment firm, credit institution, insurance undertaking or a UCITS management company authorised in another Member State, and, if as a result of that acquisition, the undertaking would become the acquirer's subsidiary or come under the acquirer's control, the assessment of the acquisition shall be subject to the prior consultation provided for in Regulation 137. Membership of an authorised Investor Compensation Scheme 31. The Bank shall seek confirmation from a proposed investment firm that it will meet its obligations under the Investor Compensation Act 1998. Initial capital endowment 32. The Bank shall not grant authorisation unless the applicant investment firm has sufficient initial capital in accordance with the requirements of EU Directive 2006/49/EC on the capital adequacy of investment firms, having regard to the nature of the investment services a proposed investment firm seeks an authorisation to provide. Organisational requirements 33.

(1)An investment firm shall - (

a)establish adequate policies and procedures sufficient to ensure compliance of the firm and the persons who are the firm's managers employees or tied agents with the firm's obligations under these Regulations, (
b)maintain and operate effective organisational and administrative arrangements with a view to taking all reasonable steps designed to prevent conflicts of interest, as identified under Regulations 74 and 75 from adversely affecting the interests of the firm's clients, (
c)ensure continuity and regularity in the performance of investment services and activities by implementing and carrying out appropriate and proportionate systems, resources and procedures, (
d)ensure that the firm takes reasonable steps to avoid undue additional operational risk when relying on a third party for the performance of operational functions which are critical for - (
i)the provision of continuous and satisfactory service to clients and (
ii)the performance of investment activities on a continuous and satisfactory basis, (
e)ensure that any outsourcing by the firm of important operational functions is not be undertaken in such a way as to impair materially - (
i)the quality of the firm's internal control, or (
ii)the ability of the Bank to monitor the firm's compliance with all of the firm's obligations, (
f)ensure that the firm has in place and uses - (
i)sound administrative and accounting procedures and internal control mechanisms, (
ii)effective risk assessment procedures, and (iii) effective control and safeguard arrangements for information processing systems, (
g)keep records of all services and transactions undertaken by the firm and ensure that the records are sufficient to enable the Bank to monitor compliance with these Regulations and, in particular, to ascertain whether the firm is complying with its obligations with respect to clients or potential clients, (
h)when holding financial instruments belonging to clients, make adequate arrangements to - (
i)safeguard clients’ ownership rights, especially in the event of the investment firm's insolvency, and (
ii)prevent the use of a client's instruments on own account except with the client's express consent, (
i)when holding funds belonging to clients, make adequate arrangements to safeguard the clients’ rights and, except in the case of credit institutions, prevent the use of client funds for the firm's own account.

(2)If a branch of an investment firm is located in the State, the Bank, without prejudice to the possibility of the competent authority of the home Member State of the firm having direct access to those records, shall enforce paragraph

(1)(g) with regard to transactions undertaken by the branch. Further - business procedures, internal control mechanisms and reporting, etc. 34.

(1)An investment firm shall - (

a)establish, implement and maintain decision-making procedures and an organisational structure which clearly and in documented manner specifies reporting lines and allocates functions and responsibilities, (
b)ensure that their relevant persons are aware of the procedures which must be followed for the proper discharge of their responsibilities, (
c)establish, implement and maintain adequate internal control mechanisms designed to secure compliance with decisions and procedures at all levels of the investment firm, (
d)employ personnel with the skills, knowledge and expertise necessary for the discharge of the responsibilities allocated to them, (
e)establish, implement and maintain effective internal reporting and communication of information at all relevant levels of the investment firm, (
f)maintain adequate and orderly records of their business and internal organisation, (
g)ensure that the performance of multiple functions by their relevant persons does not and is not likely to prevent those persons from discharging any particular function soundly, honestly, and professionally.

(2)In carrying out responsibilities under this Part, an investment firm shall take into account the nature, scale and complexity of the business of the firm, and the nature and range of investment services and activities undertaken in the course of that business.

(3)Investment firms shall establish, implement and maintain - (

a)systems and procedures that are adequate to safeguard the security integrity and confidentiality of information, taking into account the nature of the information in question, (
b)an adequate business continuity policy aimed at ensuring, in the case of an interruption to their systems and procedures, the preservation of essential data and functions, and the maintenance of investment services and activities, or, where that is not possible, the timely recovery of such data and functions and the timely resumption of their investment services and activities, (
c)accounting policies and procedures that enable them, at the request of the Bank, to deliver in a timely manner to the Bank financial reports which reflect a true and fair view of their financial position and which comply with all applicable accounting standards and rules, (
d)adequate policies and procedures designed to detect any risk of failure by the firm to comply with the provisions of these Regulations, as well as the associated risks,

(4)Investment firms shall put in place adequate measures and procedures designed - (a) to minimise the risks and associated risks referred to in paragraph

(3)(d), and (b) to enable the Bank to exercise its powers effectively under these Regulations.

(5)Investment firms, for the purposes of paragraph

(3)(d) and

(4), shall take into account the nature, scale and complexity of the business of the firm, and the nature and range of investment services and activities undertaken in the course of that business. Further - monitoring and evaluating systems, control mechanisms and the like 35.

(1)Investment firms shall monitor and, on a regular basis, evaluate the adequacy and effectiveness of - (

a)their systems, internal control mechanisms and arrangements established, implemented or maintained, and (
b)any other things for which the firms are responsible under Regulation 34, and take appropriate measures to address any deficiencies.

(2)Investment firms shall maintain a permanent and effective compliance function which operates independently and which has the following responsibilities: (a) to monitor and, on a regular basis, to assess the adequacy and effectiveness of the measures and procedures put in place in accordance with Regulation 34

(4), and the actions taken to address any deficiencies in the firm's compliance with its obligations; (b) to advise and assist the relevant persons responsible for carrying out investment services and activities to comply with the firm's obligations under these Regulations.

(3)In order to enable the compliance function to discharge its responsibilities properly and independently, investment firms shall ensure that the following conditions are satisfied: (

a)the compliance function must have the necessary authority, resources expertise and access to all relevant information; (
b)a compliance officer must be appointed and must be responsible for the compliance function and for any reporting as to compliance required by Regulation 36

(2); (

c)the relevant persons involved in the compliance function must not be involved in the performance of services or activities they monitor; (
d)the method of determining the remuneration of the relevant persons involved in the compliance function must not compromise their objectivity and must not be likely to do so.

(4)However, an investment firm shall not be required to comply with paragraph

(3)(

c)or (
d)if the firm is able to demonstrate that in view of - (
a)the nature, scale and complexity of the firm's business, and (
b)the nature and range of the firm's investment services and activities, the requirement under paragraph

(3)(

c)or (
d)is not proportionate and that its compliance function continues to be effective. Risk management function 36

(1)Investment firms shall take the following actions: (

a)establish, implement and maintain adequate risk management policies and procedures which identify the risks relating to the firm's activities processes and systems, and where appropriate, set the level of risk tolerated by the firm; (
b)adopt effective arrangements, processes and mechanisms to manage the risks relating to the firm's activities, processes and systems, in light of that level of risk tolerance; (
c)monitor the following: (
i)the adequacy and effectiveness of the investment firm's risk management policies and procedures; (
ii)the level of compliance by the investment firm and its relevant persons with the arrangements, processes and mechanisms adopted in accordance with subparagraph (b); (iii) the adequacy and effectiveness of measures taken to address any deficiencies in those arrangements and procedures including failures by the relevant persons to comply with such arrangements or follow such procedures.

(2)Investment firms, where appropriate and proportionate in view of the nature scale and complexity of their business and the nature and range of the investment services and activities undertaken in the course of that business, shall establish and maintain a risk management function that operates independently and facilitates carrying out the following tasks: (a) implementation of the policies and procedures referred to in paragraph

(1); (b) provision of reports and advice to senior management in accordance with Regulation 37

(5).

(3)Where an investment firm is not required under paragraph

(2)to maintain a risk management function that functions independently, the firm must nevertheless be able to demonstrate that the policies and procedures adopted by the firm in accordance with paragraph

(1)satisfy the requirements of that paragraph and are consistently effective. Internal audit function, supervisory function and senior management 37.

(1)In this section, “supervisory function” means the function within an investment firm that ensures the proper supervision of the firm's senior management.

(2)An investment firm, where appropriate and proportionate in view of the nature, scale and complexity of firm's business and the nature and range of investment services and activities undertaken in the course of that business, shall establish and maintain an internal audit function that - (

a)is separate and independent from the other functions and activities of the firm, and (
b)ensures the carrying out of the following responsibilities: (
i)to establish, implement and maintain an audit plan to examine and evaluate the adequacy and effectiveness of the investment firm's systems, internal control mechanisms and arrangements; (
ii)to issue recommendations based on the result of work carried out in accordance with subparagraph (i); (iii) to verify compliance with those recommendations; (
iv)to report in relation to internal audit matters in accordance with paragraph

(5).

(3)An investment firm, when allocating functions internally, shall ensure that senior management, and, where appropriate, the persons performing the supervisory function are responsible for ensuring that the firm complies with its obligations under these Regulations.

(4)In particular, an investment firm shall ensure that senior management and where appropriate, the persons performing the supervisory function assess and periodically review the effectiveness of the policies, arrangements and procedures put in place to comply with the obligations under these Regulations and to take appropriate measures to address any deficiencies.

(5)An investment firm shall ensure that the firm's senior management receive on a frequent basis, and at least annually, written reports on the matters covered by Regulations 34

(3)(d), 35 and 36, indicating in particular whether the appropriate remedial measures have been taken in the event of any deficiencies.

(6)An investment firm shall ensure that the person in charge of the supervisory function, if any, receives regular written reports on the same matters. Complaint procedures 38.

(1)An investment firm shall - (

a)maintain effective and transparent procedures for the reasonable and prompt handling of complaints received from retail clients or potential retail clients, and (
b)keep a record of each complaint and the measures taken for the resolution of the complaint. Personal transaction procedures 39.

(1)In this Regulation “personal transaction” means a trade in a financial instrument effected by or on behalf of a relevant person, where - (

a)that relevant person is acting outside the scope of the activities the person carries out in that capacity, or (
b)the trade is carried out for the account of any of the following persons: (
i)the relevant person; (
ii)any person with whom the relevant person has a family relationship or has close links; (iii) a person whose relationship with the relevant person is such that the relevant person has a direct or indirect material interest in the outcome of the trade, other than a fee or commission for the execution of the trade.

(2)In relation to any relevant person who - (

a)is involved in activities that may give rise to a conflict of interest, or (
b)has access to inside information within the meaning of Article 1

(1)of Directive 2003/6/EC, or to other confidential information relating to clients or transactions with or for clients by virtue of an activity carried out by the person on behalf of the firm, an investment firm shall establish, implement and maintain adequate arrangements aimed at preventing the relevant person from doing any of the following activities: (

i)entering into a personal transaction which meets at least one of the following criteria: (I) Directive 2003/6/EC prohibits the person from entering into the transaction; (II) the transaction involves the misuse or improper disclosure of the inside information or confidential information; (III) the transaction conflicts or is likely to conflict with an obligation of the investment firm under these Regulations; (
ii)other than in the proper course of the relevant person's employment or contract for services, advising or procuring, any other person to enter into a transaction in financial instruments which, if a personal transaction of the relevant person, would be covered by subparagraph (
i)of this paragraph, Regulation 155

(2)(

a)or (
b)or Regulation 107(3 and

(4); (iii) without prejudice to Article 3(

a)of Directive 2003/6/EC, disclosing other than in the normal course of employment or contract for services any information or opinion to any other person if the relevant person knows, or reasonably ought to know, that as a result of that disclosure the other person will or would be likely to take either of the following steps: (I) entering into a transaction in financial instruments which, if a personal transaction of the relevant person, would be covered by subparagraph (
i)of this paragraph, Regulation 155

(2)(

a)or (
b)or Regulation 107

(3)and

(4); (II) advising or procuring another person to enter into such a transaction.

(3)Without prejudice to the generality of paragraph

(2), an investment firm must ensure that the arrangements required under paragraph

(2)are, in particular, designed so that - (a) a relevant person to which paragraph

(2)applies is aware of (

i)the restrictions on personal transactions, and (
ii)the measures established by the investment firm in connection with personal transactions and disclosure, in accordance with that paragraph, (
b)the firm is informed promptly of any personal transaction entered into by a relevant person, either by notification of that transaction or by other procedures enabling the firm to identify such transactions, and (
c)a record is made of the personal transaction notified to the firm or identified by it, including any authorisation or prohibition in connection with such a transaction.

(4)Paragraphs

(2)and

(3)do not apply to the following kinds of personal transaction: (

a)personal transactions effected under a discretionary portfolio management service where there is no prior communication in connection with the transaction between the portfolio manager and the relevant person or other person for whose account the transaction is executed; (
b)personal transactions in units in collective undertakings that - (
i)comply with the conditions necessary to enjoy the rights conferred by Directive 85/611/EEC, or (
ii)are subject to supervision under law which requires an equivalent level of risk spreading in the undertaking's assets, where the relevant person and any other person for whose account the transactions are effected is not involved in the management of that undertaking. Retention of records 40.

(1)Investment firms shall retain - (

a)all the records required under these Regulations for a period of at least 5 years, and (
b)records which set out (
i)the respective rights and obligations of the firm and the client under an agreement to provide services, or (
ii)the terms on which the firm provides services to the client, for at least the duration of the relationship with the client.

(2)However, the Bank, in exceptional circumstances, may require investment firms to retain any or all of the records referred to in paragraph

(1)for such longer period as is justified by the nature of the instrument or transaction, if that is necessary to enable the Bank to exercise its supervisory functions under these Regulations.

(3)Following the termination of the authorisation of an investment firm, the Bank may require the firm to retain records for the balance of the period required under paragraph

(1).

(4)The investment firm or former investment firm shall ensure that the records are retained in a durable medium, and in such a form and manner that the following conditions are met: (

a)the Bank must be able to access the records readily and to reconstitute each key stage of the processing of each transaction; (
b)it must be possible for any corrections or other amendments, and the contents of the records prior to such corrections or amendments, to be easily ascertained; (
c)it must not be possible for the records otherwise to be manipulated or altered.

(5)The Bank shall prepare and maintain a list of the minimum records investment firms are required to keep under these Regulations.

(6)Record-keeping obligations under these Regulations are without prejudice to the right of the Bank, following consultation with the Minister and other interested parties, to impose obligations on investment firms relating to the recording of telephone conversations or electronic communications involving client orders. Trading process and finalisation of transactions in an MTF 41.

(1)Without prejudice to the application of Regulation 33 to investment firms when operating an MTF, an investment firms or a market operator shall - (

a)establish - (
i)transparent and non-discretionary rules and procedures for fair and orderly trading, and (
ii)objective criteria for the efficient execution of orders, (
b)establish transparent rules regarding the criteria for determining the financial instruments that can be traded within their systems, (
c)satisfy the Bank that there is access to sufficient publicly available information to enable the users of the MTF to form an investment judgement, taking into account both the nature of the users and the types of instruments traded, (
d)establish and maintain transparent rules, based on objective criteria governing access to the MTF facility and ensure that the rules comply with the conditions and requirements established under Regulation 66, (
e)clearly inform the users of the MTF of their respective responsibilities for the settlement of the transactions executed in that facility, (
f)ensure that the necessary arrangements are in place in order to facilitate the efficient settlement of the transactions concluded under the systems of the MTF, (
g)comply without delay with any instruction from the Bank to suspend or remove a financial instrument from trading.

(2)Regulations 76, 106 and 108 are not applicable to the transactions concluded under the rules governing an MTF between its members or participants, or between the MTF and its members or participants in relation to the use of the MTF.

(3)However, the members of, or participants in, the MTF shall comply with Regulations 76, 106 and 108 with respect to their clients when the members or participants on behalf of their clients, execute the clients’ orders within the systems of an MTF.

(4)Where a transferable security, which has been admitted to trading on a regulated market, is also traded on an MTF without the consent of the issuer of the transferable security, that issuer is not subject to any obligation relating to initial, ongoing or ad hoc financial disclosure with regard to the trades on that MTF. Relations with third countries 42.

(1)The Bank shall inform the European Commission of any general difficulties which investment firms encounter in establishing themselves or providing investment services or performing investment activities in any third country.

(2)The Bank shall cooperate with the European Commission on matters relating to third countries pertaining to the Directive. Part 6 - Regulated Markets Authorisation and applicable law 43.

(1)An authorisation under these Regulations to operate a regulated market shall be - (

a)reserved to a person using, for the operation of the regulated market, a system which complies with these Regulations, and (
b)granted only if the person satisfies the Bank that both the person, as market operator, and the system comply at least with this Part.

(2)In the case of a regulated market that - (

a)is a legal person, and (
b)is operated by a market operator other than the regulated market itself, the Bank shall establish how the obligations imposed on the market operator under these Regulations are to be allocated between the regulated market and the market operator.

(3)Without prejudice to any relevant provisions of Directive 2003/6/EC on insider dealing and market manipulation, the trading conducted under the systems of a regulated market established in the State are governed by Irish law. Trading under regulated markets subject to Irish law 44. Without prejudice to any relevant provisions of Directive 2003/6/EC on insider dealing and market manipulation, the trading conducted under the systems of a regulated market established in the State are governed by Irish law. Market operator's responsibility for establishing regulated market 45.

(1)The market operator of a regulated market shall provide all information including a programme of operations setting out, inter alia, the types of business envisaged and the organisational structure, necessary to enable the Bank to satisfy itself that the regulated market has established, at the time of initial authorisation, all the necessary arrangements to meet its obligations under this Part.

(2)The market operator of a regulated market shall perform tasks relating to the organisation and operation of the regulated market under the supervision of the Bank.

(3)The market operator of a regulated market - (

a)is responsible for ensuring that the regulated market operated by the market operator is in compliance with this Part, and (
b)is entitled to exercise the rights conferred by these Regulations in respect of the regulated market. Regular review by Bank of market operators and regulated markets 46. The Bank shall - (
a)keep under regular review the compliance with this Part of market operators and of regulated markets operated by them, and (
b)monitor regulated markets to ensure compliance with the conditions and requirements for initial authorisation. Application to Bank for an authorisation to operate a regulated market 47.

(1)The Bank - (

a)may grant or refuse to grant to any person applying to it under these Regulations an authorisation to operate a regulated market, and (
b)shall not grant an authorisation under subparagraph (
a)unless satisfied that the applicant complies with these Regulations.

(2)The grant of an authorisation under paragraph

(1)may be given - (

a)unconditionally, or (
b)as the Bank considers fit, subject to conditions or requirements.

(3)If the Bank decides under paragraph

(1)to refuse to grant an authorisation for an applicant to operate a regulated market, the Bank shall promptly serve notice on the applicant of the Bank's decision, stating the reasons for the refusal.

(4)An application for authorisation under paragraph

(1)shall be in the form and contain or be accompanied by the records and information as the Bank may specify including but not limited to all or any of the following: (

a)particulars of the type of business to be carried on or likely to be carried on by the market operator of the proposed regulated market, or by the proposed regulated market if it is a legal person and will itself operate its own business as a regulated market; (
b)information about any person or persons having a qualifying shareholding or having control or ownership of the market operator of the proposed regulated market, including but not limited to any natural or legal person whose shareholding in or other commercial relationship with the person who will be the market operator might influence the latter's conduct to a material degree; (
c)where relevant, a certified copy of the memorandum of association and articles of association of the market operator of the proposed regulated market. Prerequisites to granting authorisations for regulated markets 48. Without limiting the generality of Regulation 47

(1), the Bank shall not grant an authorisation under that Regulation to operate a regulated market, unless satisfied - (

a)that the proposed market operator is a company incorporated by statute or under the Companies Acts, (
b)where relevant, that the memorandum of association and articles of association or other constituting documents of the proposed market operator contain sufficient provision so as to enable the market operator to operate in accordance with - (
i)these Regulations, and (
ii)any condition or requirement as the Bank may impose, and (
c)that the proposed market operator has the minimum level of capital which shall be specified by the Bank, (
d)as to the probity and competence of each of the proposed market operator's directors and managers, (
e)as to the suitability of each shareholder of the proposed market operator who would have a qualifying holding, (
f)as to the organisational structure and management skills of the proposed market operator and that adequate levels of staff and expertise will be employed to carry out the market operator's proposed activities, (
g)that the proposed market operator has and will follow established procedures to enable - (
i)the Bank to be supplied with all information necessary for the Bank's supervisory functions, and (
ii)the public to be supplied with any information which the Bank may specify, (
h)that the organisation of the proposed market operator's business structure is such that the proposed market operator and any associated or related undertakings are capable of being supervised adequately by the Bank, and (
i)as to the conduct of - (
i)the proposed market operator's business and financial resources, and (
ii)any other matters, as the Bank considers necessary in the interests of the proper and orderly regulation and supervision of market operators and regulated markets or in the interests of the protection of investors. Bank may obtain further information from applicant by request, inquiry or investigation 49.

(1)At any time before the grant or refusal of an authorisation under Regulation 47

(1), the Bank may - (

a)request the applicant to supply further information and records relating to the proposed regulated market or its proposed market operator, or (
b)instruct an authorised officer to - (
i)make inquiries, or (
ii)carry out investigations in accordance with these Regulations and as necessary for the purpose of properly evaluating an application Time frame for granting or refusing applications for authorisations for regulated markets 50.

(1)The applicant under Regulation 47

(1)for an authorisation to operate a proposed regulated market shall be informed whether or not an authorisation has been granted— (

a)within 6 months after the date of receipt of the complete application, or (
b)where additional information in relation to the application has been sought by the Bank, within - (
i)6 months after the receipt by the Bank of the additional information, or (
ii)12 months after the receipt by the Bank of the complete application, whichever is the sooner.

(2)If the applicant under Regulation 47

(1)does not provide a complete application to the Bank, as required under Regulations 47 to 49, within the 12 months referred to in paragraph

(1), the Bank may refuse the application. Regulated markets - management, structure, control 51.

(1)The Bank may require that an appointment with the market operator of a regulated market as a director, as chief executive, as manager or as the holder of an equivalent position, shall be subject to the prior approval in writing of the Bank.

(2)The prior approval in writing or the Bank under paragraph

(1)may not be granted unless the market operator of a regulated market satisfies the Bank as to the probity and competence of the proposed appointee.

(3)The Bank may direct the market operator of a regulated market to alter the market operator's memorandum of association, articles of association or other constituting documents in the interest of the proper and orderly regulation and supervision of market operators, regulated markets or the protection of investors.

(4)The Bank may impose requirements on the market operator of a regulated market to organise the business, corporate structure or control of any associated undertaking or related undertaking not supervised by the Bank such that - (

a)when authorised under these Regulations, the market operator and the regulated market operated by it, and (
b)where appropriate and practicable, the business of any associated undertaking or related undertaking, either collectively or individually, is capable of being supervised to the satisfaction of the Bank under these Regulations. Prohibition against false or misleading application to operate regulated market 52. A person shall not knowingly or recklessly - (
a)apply under this Regulation for an authorisation to operate a regulated market using false or misleading information, or (
b)make false or misleading statements to the Bank in relation to an application for - (
i)an authorisation under this Regulation to operate a regulated market, or (
ii)an approval or permission from the Bank concerning the operation of a regulated market. Withdrawal of authorisations for regulated markets 53.

(1)The Bank may withdraw an authorisation granted under Regulation 47 to operate a regulated market if the market operator of the regulated market - (

a)does not make use of the authorisation within 12 months after the date the authorisation was granted; (
b)expressly renounces the authorisation; (
c)obtained the authorisation by making false statements or by any other irregular means; (
d)no longer meets the conditions under which the authorisation was granted or the prerequisites to authorisation listed in Regulation 48(a to (i); (
e)is being wound up; or (
f)has seriously or systematically infringed the provisions of these Regulations governing the operation of regulated markets;

(2)Other than in the circumstances outlined in paragraph

(1)(a), the Bank may withdraw an authorisation, granted under Regulation 47

(1), to operate a regulated market if the regulated market has not been in operation for the immediately preceding 6 months. Bank may apply to Court for order revoking authorisation 54.

(1)Without prejudice to the power of the Bank under Regulation 53 to withdraw an authorisation, the Bank may apply to the Court in a summary manner for an order revoking an authorisation to operate a regulated market if the revocation is expedient - (

a)in the interests of the proper and orderly regulation and supervision of the market operator and the regulated market, (
b)in order to protect investors, or (
c)in one or more of the circumstances described in paragraph

(2).

(2)The circumstances referred to in paragraph

(1)are as follows: (

a)the market operator has been convicted on indictment of any offence - (
i)under these Regulations, (
ii)under any enactment or Regulation under which the Bank exercises statutory functions, or (iii) involving fraud, dishonesty or breach of trust; (
b)circumstances have materially changed since the granting of the authorisation such that, if an application for the authorisation were made at the time of the application to the Court, a different decision would be taken in relation to the application for authorisation; (
c)the authorisation was obtained by knowingly or recklessly - (
i)making false or misleading statements, or (
ii)using false or misleading information; (
d)the market operator has systematically failed to comply with a condition or requirement of these Regulations; (
e)the market operator has failed to comply to a material degree with a condition or requirement of these Regulations; (
f)the market operator no longer fulfils one or more of the conditions or requirements which were - (
i)imposed when the authorisation was granted, or (
ii)were subsequently imposed; (
g)the market operator - (
i)no longer complies with capital or any other financial requirements specified by the Bank, or (
ii)is not maintaining, or is unlikely to be able to maintain, having regard to the nature and volume of the firm's business adequate capital resources or adequate other financial resources; (
h)the market operator becomes unable or, in the opinion of the Bank, is likely to become unable, to meet the market operator's obligations to its creditors or suspends payments lawfully due; (
i)the market operator has infringed to a material degree a code of conduct or rules of conduct specified in or set out under Regulation 79; (
j)a director, manager or qualifying shareholder of the market operator no longer satisfies the Bank as to the matters specified in Regulation 48 (
d)or (e); (
k)the market operator - (
i)has failed to comply with a condition, requirement or direction imposed under these Regulations, and (
ii)the circumstances are such that the Bank is of the opinion that the stability and soundness of the market operator or the regulated market is or has been materially affected by the non-compliance; (
l)the market operator has so organised its business or corporate structure or the business or corporate structure of the regulated market that - (
i)the market operator or the regulated market, and, (
ii)where appropriate, any related undertaking or associated undertaking, either collectively or individually, is no longer capable of being supervised to the satisfaction of the Bank under these Regulations.

(3)On an application to the Court under this Regulation, the Court may make interim or interlocutory orders as it thinks fit in the circumstances.

(4)An application to the Court under this Regulation or under Regulation 59 may be heard otherwise than in public.

(5)The Bank shall not apply to the Court to revoke an authorisation on the grounds set out in paragraph

(2)(

j)unless the Bank has given the regulated market an opportunity to - (
a)remove the director, manager or qualifying shareholder, or (
b)otherwise deal with the concerns of the Bank in relation to the probity or competence of the person concerned, within such period of time as the Bank may specify. Bank to give notice of proposed withdrawal or revocation of authorisation 55. When the Bank proposes to withdraw an authorisation to operate a regulated market or to apply to the Court for an order to revoke an authorisation to operate a regulated market the Bank shall - (
a)serve notice on the operator of the regulated market of the Bank's intention, and (
b)state its reasons in the notice. Publication of withdrawal or revocation of authorisation 56. Within 28 days after withdrawal or revocation of an authorisation to operate a regulated market, the Bank may publish notice of the withdrawal or revocation in the Iris Oifigiúil or in one or more newspapers circulating in the State. Definitions for Regulations 57 to 60 57. In this Regulation and Regulations 58 to 60: “former market operator” means a person whose authorisation to operate a regulated market has been withdrawn or revoked; “obligations” includes duties and liabilities; “person responsible”, in relation to a termination process, means the person who is responsible under the law for that process; “termination process”, in relation to a former market operator (including a natural person where appropriate), means any - (
a)proceedings relating to the winding-up, dissolution or termination of the market operator, (
b)receivership or bankruptcy proceedings of which the firm is the subject, or (
c)any other such proceedings under law under which an assignee or other person becomes responsible for the market operator's affairs pending the market operator ceasing to carry on business. Continued responsibilities of former market operators 58.

(1)A former market operator that is not the subject of any termination process continues to be responsible for arranging the discharge of all liabilities, duties and obligations of the firm existing immediately before announcement of the withdrawal or revocation of the firm's authorisation, unless the Bank states otherwise.

(2)Without limiting the generality of paragraph

(1), a former market operator whether or not the subject of any termination process, continues to be subject to - (

a)the obligations that were imposed on the firm by these Regulations, in the operator's previous capacity as an authorised market operator, and (
b)any codes of conduct, rules of conduct, client money requirements and other conditions and requirements that were imposed on the operator by the Bank under these Regulations, in the operator's previous capacity as an authorised market operator, until all the obligations of the operator have been discharged to the satisfaction of the Bank to the extent that the obligations pertain to the operator's business as a market operator before the withdrawal or revocation of the operator's authorisation.

(3)A former market operator, as soon as possible after the withdrawal or revocation of the operator's authorisation, shall notify the Bank and such other persons as the Bank directs, of the measures being taken to discharge without undue delay the obligations of the operator, to the extent that the obligations pertain to the operator's business as a market operator before the withdrawal or revocation. Bank supervision of certain activities of former market operators 59.

(1)If a former market operator - (a) has notified the Bank in accordance with Regulation 58

(3)and the Bank is of the opinion that the measures referred to in that provision that are proposed to be taken are not satisfactory, (b) has failed to notify the Bank in accordance with Regulation 58

(3), or (c) the Bank is of the opinion that the operator has failed to take all reasonable steps to notify persons which under Regulation 58

(3)the Bank has directed are to be notified, then, subject to paragraph

(3)of this Regulation, the Bank by written direction given to the former market operator may prohibit the operator for a period, not exceeding 6 months, from doing one or more of the activities set out in paragraph

(2)without the prior authorisation of the bank.

(2)The following are the activities referred to in paragraph

(1): (

a)creating any liabilities, (
b)dealing with or disposing of any assets or specified assets of the former regulated market in any manner, (
c)engaging or facilitating any transaction or class of transaction or specified transaction, or (
d)making payments.

(3)Having given a written direction under paragraph

(1)to a former market operator, the Bank, by further written direction given to the operator, may require the operator to prepare and submit to the Bank, within 2 months after the initial direction, a scheme for the Bank's approval under which the operator will carry out the orderly discharge in full of the operator's obligations, to the extent that the obligations pertain to the firm's business as a market operator before the withdrawal or revocation of the operator's authorisation.

(4)Where the Bank gives a direction under paragraph

(1)or

(3), (

a)the Bank may apply to the Court, on being satisfied that the direction has not been complied with, and (
b)the Court may confirm, vary or set aside the direction on the terms and for the period as the Court thinks fit. Certain obligations of former market operators during operator's termination process 60.

(1)Where a former authorised market operator is the subject of any termination process, the person responsible is, from the date of the commencement of that process subject to - (

a)the obligations that were imposed on the operator by these Regulations, in the operator's previous capacity as an authorised market operator, and (
b)any conditions and requirements that were imposed on the operator by the Bank under these Regulations, in the operator's previous capacity as an authorised market operator, until all the obligations of the operator have been discharged to the satisfaction of the Bank.

(2)The obligations imposed on a person responsible under paragraph

(1)are additional to the obligations of that person during the termination process.

(3)Notwithstanding paragraph

(1), if the Bank considers it appropriate in the circumstances, the Bank, on giving notice in writing to the person responsible for a former authorised market operator referred to in paragraph

(1)may in writing - (a) waive any obligations that the Bank, under paragraph

(1), imposed on the person responsible, and (b) impose on the person responsible other obligations which correspond to those set out in paragraph

(1). Requirements for the management and operation of the regulated market 61.

(1)Persons who effectively direct the business and the operations of a regulated market must satisfy the Bank that they are sufficiently - (

a)of good repute, and (
b)experienced, so as to ensure the sound and prudent management and operation of the regulated market.

(2)The market operator of a regulated market shall - (

a)inform the Bank of the identity of the persons who effectively direct the business and the operations of the regulated market, and (
b)notify the Bank before any changes to this information, (
c)satisfy the Bank that the persons are fit and proper persons to occupy their positions and responsibilities in that regard.

(3)The Bank may refuse to approve proposed changes if the Bank is of the opinion that the persons identified in any notification to it pose a material threat to the sound and prudent management and operation of the regulated market.

(4)The person or persons who effectively direct the business and the operations of an approved stock exchange immediately before 1 November 2007 are deemed to be in compliance with paragraph

(1)as of the 1 November 2007.

(5)The Bank shall refuse authorisation if - (

a)not satisfied that the persons who will effectively direct the business of the regulated market are of sufficiently good repute or sufficiently experienced, or (
b)there are objective and demonstrable grounds for believing that proposed changes to the management of the firm pose a threat to its sound and prudent management.

(6)The market operator of a regulated market shall ensure that the management of a regulated market is in the charge of at least 2 persons who are in compliance with paragraph

(1). Requirements relating to persons exercising significant influence over the management of the regulated market 62.

(1)The market operator of a regulated market must satisfy the Bank that the persons who are in a position to exercise significant influence over the management of the regulated market are suitable.

(2)The market operator of a regulated market shall - (

a)provide the Bank with all information as the Bank may request regarding - (
i)the ownership of the regulated market, (
ii)the market operator, and (iii) the identity and scale of interests of any parties in a position to exercise significant influence over the management of the regulated market, (
b)inform the Bank of any transfer of ownership which gives rise to a change in the identity of the persons exercising significant influence over the operation of the regulated market, and (
c)make public the information referred to in subparagraphs (
a)and (
b)in the manner and at the times as the Bank may direct.

(3)The

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