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S.I. No. 143/2016 - European Union (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations 2016.

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the making

this Statutory Instrument was published in “Iris Oifigiúil”

25th March, 2016. The Minister for Finance, in exercise

the powers conferred on me by section 3

the European Communities Act 1972 (No. 27

1972) and for the purpose

giving effect to Directive 2014/91/EU

23 July 20141 , hereby make the following regulations: Citation

  1. These Regulations may be cited as the European Union (Undertakings for Collective Investment in Transferable Securities) (Amendment) Regulations
  2. Interpretation 2.

(1)In these Regulations, “Principal Regulations” means the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 ( S.I. No. 352

2011 ).

(2)A word or expression that is used in these Regulations and that is also used in the Directive has, unless the context otherwise requires, the same meaning in these Regulations as it has in the Directive. Amendment

Regulation 3

Principal Regulations 3. Regulation 3

the Principal Regulations is amended by— (a) the insertion

the following after “Directive 2010/44/EU” in the definition

“Directive”: “and as amended by Directive 2014/91/EU

the European Parliament and

the Council

23 July 20141;”, (b) the insertion

the following definitions: “ ‘financial instrument’ means a financial instrument specified in Section C

Annex I to Directive 2014/65/EU

the European Parliament and

the Council2 ; ‘management body’ means the body with ultimate decision-making authority in a management company, investment company or depositary, comprising the supervisory and the managerial functions and includes the board

directors

the management company, investment company or depositary;”, and (c) the deletion

the definition

“trustee”. Substitution

“depositary” for “trustee” in Principal Regulations 4. The Principal Regulations are amended by the substitution

“depositary” for “trustee” in each place where it occurs. Insertion

new Regulations 24A and 24B in Principal Regulations 5. The Principal Regulations are amended by the insertion

the following new Regulations: “Remuneration policies 24A.

(1)Management companies shall establish and apply remuneration policies and practices that— (
  1. a)are consistent with and promote sound and effective risk management, (
  2. b)do not encourage risk taking that is inconsistent with the risk profiles, rules or instruments

incorporation

the UCITS that the management company manages, and (c) do not impair compliance with the management companys duty to act in the best interest

the UCITS that it manages.

(2)The remuneration policies and practices referred to in paragraph
(1)shall include fixed and variable components

salaries and discretionary pension benefits.

(3)The remuneration policies and practices referred to in paragraph
(1)shall apply to those categories

staff (including senior management, risk takers, control functions and any employee receiving total remuneration that falls within the remuneration bracket

senior management and risk takers) whose professional activities have a material impact on the risk profiles

the management companies or

the UCITS that they manage. Remuneration policies — supplemental provisions 24B.

(1)When establishing and applying the remuneration policies referred to in Regulation 24A, management companies shall comply with the following principles in a manner and to the extent that is appropriate to their size, internal organisation and the nature, scope and complexity

their activities: (a) the remuneration policy is consistent with and promotes sound and effective risk management and does not encourage risk taking that is inconsistent with the risk profiles, rules or instruments

incorporation

the UCITS that the management company manages; (b) the remuneration policy is in line with the business strategy, objectives, values and interests

the management company and the UCITS that it manages and

the investors in such UCITS, and includes measures to avoid conflicts

interest; (c) the remuneration policy is adopted by the management body

the management company in its supervisory function, and that body adopts, and reviews at least annually, the general principles

the remuneration policy and is responsible for, and oversees, their implementation, provided that the tasks referred to in this sub-paragraph shall be undertaken only by members

the board who do not perform any executive functions in the management company concerned and who have expertise in risk management and remuneration; (d) the implementation

the remuneration policy is, at least annually, subject to central and independent internal review for compliance with policies and procedures for remuneration adopted by the management body in its supervisory function; (e) staff engaged in control functions are compensated in accordance with the achievement

the objectives linked to their functions, independently

the performance

the business areas that they control; (f) the remuneration

senior

ficers in the risk management and compliance functions is overseen directly by the remuneration committee, where such a committee has been established under paragraph

(3); (g) where remuneration is performance-related, the total amount

remuneration is based on an assessment

— (i) the performance

the individual and

the business unit or UCITS concerned, (ii) the risks

the UCITS concerned, and (ii) the overall results

the management company when assessing individual performance, taking into account financial and non-financial criteria; (h) the assessment

performance is set in a multi-year framework appropriate to the holding period recommended to the investors

the UCITS managed by the management company in order to ensure that the assessment process is based on the longer term performance

the UCITS and its investment risks and that the payment

performance-based components

remuneration is spread over that period; (i) guaranteed variable remuneration is exceptional, occurs only in the context

hiring new staff and is limited to the first year

engagement

such staff; (j) fixed and variable components

total remuneration are appropriately balanced and the fixed component represents a sufficiently high proportion

the total remuneration to allow the operation

a fully flexible policy on variable remuneration components, including the possibility to pay no variable remuneration component; (k) payments relating to the early termination

a contract reflect performance achieved over time and are designed in a way that does not reward failure; (l) the measurement

performance used to calculate variable remuneration components or pools

variable remuneration components includes a comprehensive adjustment mechanism to integrate all relevant types

current and future risks; (m) subject to the legal structure

the UCITS and its fund rules or instruments

incorporation– (

  1. i)not less than 50 per cent, or (
  2. ii)where the management

UCITS accounts for less than 50 per cent

the total portfolio managed by the management company, a substantial portion,

any variable remuneration component consists

units

the UCITS concerned, equivalent ownership interests, or share-linked instruments or equivalent non-cash instruments with incentives that are as effective as any

the instruments referred to in this paragraph, and in respect

such a variable remuneration component– (I) the management company shall establish and apply to the instruments a retention policy designed to align incentives with the interests

the management company,

the UCITS that it manages and

the unit-holders

the UCITS, and (II) the Bank may place restrictions on the types and designs

the instruments or ban certain instruments as appropriate; (

  1. n)a substantial portion, which shall be– (
  2. i)not less than 40 per cent, or (
  3. ii)in the case

a variable remuneration component

a particularly high amount, not less than 60 per cent,

a variable remuneration component referred to in paragraph (m), is deferred and vests no faster than on a pro-rata basis over a period that is– (I) appropriate in view

the holding period recommended to the unit-holders

the UCITS concerned, (II) correctly aligned with the nature

the risks

the UCITS in question, and (III) not less than 3 years; (

  1. o)a variable remuneration component referred to in paragraph (m), including any portion thereof deferred in accordance with paragraph (n), is paid or vests only if it is— (
  2. i)sustainable according to the financial situation

the management company as a whole, and (ii) justified according to the performance

the business unit,

the UCITS and

the individual concerned, and shall be considerably contracted where subdued or negative financial performance

the management company or

the UCITS concerned occurs, taking into account both current compensation and reductions in pay-outs

amounts previously earned, including through malus or clawback arrangements; (p) the pension policy is in line with the business strategy, objectives, values and long-term interests

the management company and the UCITS that it manages, and in particular- (i) if an employee leaves the management company before retirement, discretionary pension benefits in respect

the employee shall be held by the management company for a period

five years in the form

instruments referred to in paragraph (m), and (ii) in the case

an employee reaching retirement, discretionary pension benefits shall be paid to the employee in the form

instruments referred to in paragraph (m), subject to a five year retention period; (

  1. q)staff are required to undertake not to use personal hedging strategies or remuneration- and liability-related insurance to undermine the risk alignment effects embedded in their remuneration arrangements; (
  2. r)a variable remuneration component is not paid through vehicles or methods that facilitate the avoidance

the requirements laid down in these Regulations.

(2)The principles set out in paragraph
(1)shall apply to any benefit

any type paid by the management company, to any amount paid directly by the UCITS itself, including performance fees, and to any transfer

units or shares

the UCITS, made for the benefit

those categories

staff (including senior management, risk takers, control functions and any employee receiving total remuneration that falls into the remuneration bracket

senior management and risk takers) whose professional activities have a material impact on the risk profile

the management company or the risk profile

the UCITS that they manage.

(3)Amanagement company that is significant in terms

its size or the size

the UCITS that it manages, its internal organisation and the nature, scope and complexity

its activities shall establish a remuneration committee (in accordance, where appropriate, with guidelines issued by the European Securities and Markets Authority under paragraph

(4)

Article 14a

the Directive), which shall– (

  1. i)be constituted in a way that enables the committee to exercise competent and independent judgment on remuneration policies and practices and the incentives created for managing risk, (
  2. ii)be responsible for the preparation

decisions regarding remuneration, including those that have implications for the risk and risk management

the management company or the UCITS concerned and that are to be taken by the management body in its supervisory function, (iii) be chaired by a member

the management body who does not perform any executive functions in the management company concerned, (iv) consist

members

the management body who do not perform any executive functions in the management company concerned, (

  1. iv)where there is employee representation on the management body, include one or more employee representatives, and (
  2. v)when preparing its decisions, take into account the long-term interest

unit-holders and other stakeholders and the public interest.”. Insertion

new Regulation 25A in Principal Regulations 6. The Principal Regulations are amended by the insertion

the following new Regulation: “Procedures for reporting contraventions 25A. Management companies, investment companies and depositaries shall have in place appropriate procedures for their employees to report contraventions

these Regulations internally through a specific, independent and autonomous channel.”. Amendment

Regulation 30

Principal Regulations 7. Regulation 30

the Principal Regulations is amended in paragraph

(1)(a) by the substitution

the following clause for clause (i): “(i) the written contract with the depositary referred to in paragraph

(2)

Regulation 33;”. Amendment

Regulation 31

Principal Regulations 8. Regulation 31

the Principal Regulations is amended in paragraph

(1)(a) by the substitution

the following clause for clause (i): “(i) the written contract with the depositary referred to in paragraph

(2)

Regulation 33;”. Substitution

Regulation 33

Principal Regulations 9. The Principal Regulations are amended by the substitution

the following Regulation for Regulation 33: “33.

(1)An investment company and, for each

the funds that it manages, a management company shall ensure that a single depositary is appointed in accordance with this Part.

(2)The appointment

the depositary shall be evidenced by a written contract, which shall include provisions to regulate the flow

information deemed to be necessary to allow the depositary to perform its functions for the UCITS for which it has been appointed as depositary, as laid down in these Regulations and in any other enactment or administrative provisions.”. Amendment

Regulation 34

Principal Regulations 10. Regulation 34

the Principal Regulations is amended— (a) by the substitution

the following paragraph for paragraph

(1): “
(1)The depositary shall: (a) ensure that the sale, issue, repurchase, redemption and cancellation

units

the UCITS are carried out in accordance with these Regulations and the trust deed, the deed

constitution or the investment company’s articles; (b) ensure that the value

the units

the UCITS is calculated in accordance with the these Regulations and the trust deed, the deed

constitution or the investment company’s articles; (c) carry out the instructions

the management company or an investment company, unless they conflict with the these Regulations, or with the trust deed, the deed

constitution or the investment company’s articles; (d) ensure that in transactions involving the assets

the UCITS any consideration is remitted to the UCITS within the usual time limits; (e) ensure that the income

the UCITS is applied in accordance with the trust deed, the deed

constitution or the investment company’s articles.”, and (b) by the insertion

the following paragraphs after paragraph

(2): “
(3)The depositary shall ensure that the cash flows

the UCITS are properly monitored and, in particular, that all payments made by, or on behalf

, unit-holders upon the subscription

units

the UCITS have been received, and that all cash

the UCITS has been booked in cash accounts that are- (a) opened in the name

the UCITS,

the management company acting on behalf

the UCITS, or

the depositary acting on behalf

the UCITS, (

  1. b)opened at an entity referred to in points (a), (
  2. b)and (c)

Article 18

(1)

Commission Directive 2006/73/EC, and (c) maintained in accordance with the principles set out in Article 16

Commission Directive 2006/73/EC, and where the cash accounts are opened in the name

the depositary acting on behalf

the UCITS, no cash

the entity referred to in subparagraph (b) and none

the own cash

the depositary shall be booked on such accounts.

(4)The assets

the UCITS shall be entrusted to the depositary for safekeeping as follows: (

  1. a)for financial instruments that may be held in custody, the depositary shall- (
  2. i)hold in custody all financial instruments that may be registered in a financial instruments account opened in the depositary’s books and all financial instruments that can be physically delivered to the depositary, and (
  3. ii)ensure that all financial instruments that can be registered in a financial instruments account opened in the depositary’s books are registered in the depositary’s books within segregated accounts in accordance with the principles set out in Article 16

Commission Directive 2006/73/EC, opened in the name

the UCITS or the management company acting on behalf

the UCITS, so that they can be clearly identified as belonging to the UCITS in accordance with the applicable law at all times; (

  1. b)for other assets, the depositary shall- (
  2. i)verify the ownership by the UCITS, or by the management company acting on behalf

the UCITS,

such assets by assessing whether the UCITS or the management company acting on behalf

the UCITS holds the ownership based on information or documents provided by the UCITS or by the management company and, where available, on external evidence, and (ii) maintain a record

those assets for which it is satisfied that the UCITS or the management company acting on behalf

the UCITS holds the ownership and keep that record up to date.

(5)The depositary shall provide the management company or the investment company, on a regular basis, with a comprehensive inventory

all

the assets

the UCITS.

(6)Subject to paragraph
(7), the assets held in custody by the depositary shall not be reused by the depositary, or by any third party to which the custody function has been delegated, for their own account, and for the purposes

this paragraph, reuse means any transaction

assets held in custody including, but not limited to, transferring, pledging, selling and lending.

(7)The assets held in custody by the depositary may be reused where- (a) the reuse

the assets is executed for the account

the UCITS, (b) the depositary is carrying out the instructions

the management company on behalf

the UCITS, (c) the reuse is for the benefit

the UCITS and in the interest

the unit holders, and (d) the transaction is covered by high-quality and liquid collateral received by the UCITS under a title transfer arrangement where the market value

the collateral amounts, at all times, to at least the market value

the reused assets plus a premium.”. Insertion

new Regulation 34A in Principal Regulations 11. The Principal Regulations are amended by the insertion

the following new Regulation: “Depositary delegation 34A.

(1)The depositary shall not delegate to a third party a function referred to in paragraphs
(1)and
(3)

Regulation 34.

(2)The depositary may delegate to a third party a function referred to in paragraph
(4)

Regulation 34 provided that– (a) the requirements

paragraph

(3)are met, (b) the delegation is not made with the intention

avoiding the requirements laid down in these Regulations, (

  1. c)the depositary can demonstrate that there is an objective reason for the delegation, and (
  2. d)the depositary- (
  3. i)exercises all due skill, care and diligence in the selection and appointment

the third party, (ii) carries out periodic reviews and ongoing monitoring

the third party and

the arrangements put in place by the third party in respect

the delegation, and (iii) continues to exercise all due skill, care and diligence in carrying out such review and monitoring.

(3)In respect

a delegation referred to in paragraph

(2), the third party shall at all times during the performance

the function or functions delegated to it- (a) have structures and expertise that are adequate and proportionate to the nature and complexity

the assets

the UCITS or the management company acting on behalf

the UCITS that have been entrusted to it, (b) in respect

custody tasks referred to in subparagraph (a)

Regulation 34

(4), be subject to- (
  1. i)effective prudential regulation, including minimum capital requirements and supervision in the jurisdiction concerned, and (
  2. ii)an external periodic audit to ensure that the financial instruments are in its possession, (
  3. c)segregate the assets

clients

the depositary from its own assets and from the assets

the depositary in such a way that such assets can, at any time, be clearly identified as belonging to clients

a particular depositary, (d) take all necessary steps to ensure that in the event that it becomes insolvent, assets

a UCITS held by it in custody are unavailable for distribution among, or realisation for the benefit

, its creditors, and (e) comply with the general obligations and prohibitions laid down in paragraph

(2)

Regulation 33, paragraphs

(4),
(6)and
(7)

Regulation 34 and paragraphs

(1), (1A) and (1B)

Regulation 37.

(4)Notwithstanding clause (i)

subparagraph

(3)(b), where the law

a third country requires that certain financial instruments be held in custody by a local entity and no local entity satisfies the delegation requirements laid down in that clause, the depositary may delegate its functions to such a local entity to the extent required by the law

the third country and for as long as there is no local entity that satisfies those requirements, provided that- (a) the unit-holders

the relevant UCITS are informed, prior to their investment,

the fact that such a delegation is required due to legal constraints in the law

that third country,

the circumstances justifying the delegation and

the risks involved in such a delegation, and (b) the investment company, or the management company on behalf

the UCITS, has instructed the depositary to delegate the custody

such financial instruments to such a local entity.

(5)The third party may, in turn, sub-delegate a function referred to in paragraph
(4)

Regulation 34, subject to the same requirements and in such a case, paragraphs

(2)and
(3)shall apply with the necessary modifications to the relevant parties.
(6)For the purposes

this Regulation, the provision

services, as specified by Directive 98/26/EC

the European Parliament and

the Council on settlement finality in payment and securities settlement systems3 , by securities settlement systems as designated for the purposes

that Directive, or the provision

similar services by third-country securities settlement systems, shall not be considered to be a delegation or sub-delegation

custody functions.”. Amendment

Regulation 35

Principal Regulations 12. Regulation 35

the Principal Regulations is amended by- (a) the substitution

the following paragraph for paragraph

(2): “
(2)A depositary shall be- (a) a credit institution authorised in the State in accordance with the European Union (Capital Requirements) Regulations 2014 ( S.I. No. 158

2014 ), (b) a branch, established in the State,

a credit institution authorised in accordance with Directive 2013/36/EU

the European Parliament and

the Council

26 June 2013 on access to the activity

credit institutions and the prudential supervision

credit institutions and investment firms4 , or (

  1. c)a company incorporated in the State that- (
  2. i)is wholly owned by, and the liabilities

which are guaranteed by, a credit institution authorised in accordance with Directive 2013/36/EU, provided the depositary is authorised under the Investment Intermediaries Act 1995 and meets the capital requirements set out in paragraph

(4), (ii) is wholly owned by, and the liabilities

which are guaranteed by, an institution established in a third country that is deemed by the Bank to be the equivalent

a credit institution authorised in accordance with Directive 2013/36/EU, provided the depositary is authorised under the Investment Intermediaries Act 1995 and meets the capital requirements set out in paragraph

(4), or (iii) is wholly owned by, and the liabilities

which are guaranteed by, an institution or company established in another Member State or third country that is deemed by the Bank to provide unit-holders with protection equivalent to that provided by an institution, branch or company that would satisfy the requirements

subparagraph (a), (

  1. b)or (c)(
  2. i)or (ii), provided the depositary was established before the making

these Regulations, is authorised under the Investment Intermediaries Act 1995 and meets the capital requirements set out in paragraph

(4).”, (b) the insertion

the following paragraph: “(2A) A company referred to in subparagraph (c)

paragraph

(2)shall be subject to prudential regulation and ongoing supervision and shall satisfy the following minimum requirements: (
  1. a)it shall have the infrastructure necessary to keep in custody financial instruments that can be registered in a financial instruments account opened in the company’s books, (
  2. b)it shall establish policies and procedures that are adequate to ensure compliance

the company, including its managers and employees, with its obligations under these Regulations, (

  1. c)it shall have sound administrative and accounting procedures, internal control mechanisms, effective procedures for risk assessment and effective control and safeguard arrangements for information processing systems, (
  2. d)it shall maintain and operate effective organisational and administrative arrangements with a view to taking all reasonable steps designed to prevent conflicts

interest, (e) it shall arrange for records to be kept

all services, activities and transactions that it undertakes, which shall be sufficient to enable the Bank to fulfil its supervisory tasks and to perform the enforcement actions provided for in these Regulations, (f) it shall take reasonable steps to ensure continuity and regularity in the performance

its functions as depositary by employing appropriate and proportionate systems, resources and procedures including to perform its depositary activities, (g) all members

its management body and senior management shall, at all times, be

sufficiently good repute and possess sufficient knowledge, skills and experience, (

  1. h)its management body shall possess adequate collective knowledge, skills and experience to be able to understand the depositary’s activities, including the main risks, and (
  2. i)each member

its management body and senior management shall act with honesty and integrity.”, (c) the insertion

the following paragraph: “(2B) Where an investment company or management company has, before the making

these Regulations, appointed as a depositary an institution that does not meet the requirements laid down in paragraphs

(2)and (2A), the investment company or management company shall, before 18 March 2018, appoint as a depositary an institution that does meet those requirements.”, (d) the substitution

the following paragraph for paragraph

(4): “
(4)A company referred to in paragraph
(2)(c) shall at all times hold own funds that are not less than the greater

the following: (a) the amount

initial capital required under Article 28

(2)Directive 2013/36/EU; (
  1. b)the own funds requirement for operational risk, calculated in accordance with- (
  2. i)the Basic Indicator Approach set out in Articles 315 and 316

Regulation (EU) No. 575/2013

the European Parliament and

the Council5 and any regulatory technical standards published in accordance with paragraph

(3)

Article 316

that Regulation, or (ii) where the criteria set out in Article 320

Regulation (EU) No. 575/2013 are met, the Standardised Approach set out in Articles 317 and 318

that Regulation and any implementing technical standards published in accordance with paragraph

(3)

Article 318

that Regulation.”, and (e) the substitution

the following for paragraph

(5): “
(5)The depositary shall make available to the Bank, on request, all information that the depositary has obtained while performing its duties and that may be necessary for the Bank or for the competent authorities

the UCITS or

the management company.”. Substitution

Regulation 36

the Principal Regulations 13. The Principal Regulations are amended by the substitution

the following for Regulation 36: “36.

(1)A depositary shall be liable to the UCITS and to the unit-holders in the UCITS for the loss

a financial instrument held in custody by the depositary or a third party to whom the custody

financial instruments held in custody in accordance with paragraph

(4)(a)

Regulation 34 has been delegated.

(2)Where a financial instrument held in custody is lost, the depositary shall return a financial instrument

an identical type or the corresponding amount to the UCITS or the management company acting on behalf

the UCITS without undue delay.

(3)The depositary shall not be liable for a loss under paragraph
(1)if it can prove that the loss has arisen as a result

an external event beyond its reasonable control, the consequences

which would have been unavoidable despite all reasonable efforts to the contrary.

(4)The depositary shall be liable to the UCITS and the unit-holders

the UCITS, for all other losses suffered by them as a result

the depositary’s negligent or intentional failure to properly fulfil its obligations under these Regulations.

(5)The liability

a depositary under paragraph

(1)or paragraph
(4)shall not be affected by any delegation in accordance with Regulation 34A.
(6)The liability

a depositary under paragraph

(1)or paragraph
(4)shall not be excluded or limited by agreement and any provision

such agreement that purports to exclude or limit such liability shall be void.

(7)Liability to unit-holders may be invoked either directly or indirectly through the management company or the investment company provided that this does not lead to a duplication

redress or to unequal treatment

the unit-holders.”. Amendment

Regulation 37

Principal Regulations 14. Regulation 37

the Principal Regulations is amended by the substitution

the following paragraphs for paragraph

(1): “
(1)No single company shall- (a) act as both management company and depositary in respect

the same UCITS, or (

  1. b)act as both investment company and depositary. (1A) In carrying out their respective functions- (
  2. a)the management company and the depositary shall act honestly, fairly, professionally, independently and solely in the interest

the UCITS and the unit-holders

the UCITS, and (b) the investment company and the depositary shall act honestly, fairly, professionally, independently and solely in the interest

the unit-holders

the UCITS. (1B) A depositary shall not carry out activities with regard to the UCITS or the management company on behalf

the UCITS that may create conflicts

interest between the UCITS, the investors in the UCITS, the management company and itself, unless- (a) the depositary has functionally and hierarchically separated the performance

its depositary tasks from its other potentially conflicting tasks, and (b) the potential conflicts

interest are properly identified, managed, monitored and disclosed to the unit-holders

the UCITS.”. Substitution

Regulation 38

Principal Regulations 15. The Principal Regulations are amended by the substitution

the following Regulation for Regulation 38: “38.

(1)In relation to unit trusts, the trust deed and, in relation to common contractual funds, the deed

constitution, shall lay down the conditions for the replacement

the management company and

the depositary and rules to ensure the protection

unit-holders in the event

such replacement.

(2)In relation to investment companies, the articles

the investment company shall lay down the conditions for the replacement

the management company and

the depositary and rules to ensure the protection

unit-holders in the event

such replacement.”. Amendment

Regulation 43

Principal Regulations 16. Regulation 43

the Principal Regulations is amended by the substitution

“, 24, 24A and 24B” for “and 24” in each please where it occurs. Deletion

Chapter 3

Part 6

Principal Regulations 17. The Principal Regulations are amended by the deletion

Chapter 3

Part 6

. Amendment

Regulation 89

Principal Regulations 18. The Principal Regulations are amended- (a) in paragraph

(1)by the insertion

the following subparagraph: “(

  1. c)The prospectus shall include either- (
  2. i)the details

the up-to-date remuneration policy, including but not limited to- (I) a description

how remuneration and benefits are calculated, (II) the identities

persons responsible for awarding the remuneration and benefits, and (III) the composition

the remuneration committee where such a committee exists, or (ii) a summary

the remuneration policy and a statement to the effect that the details referred to in subparagraph (i) are available by means

a website (the address

which shall be included in the statement) and that a paper copy

the policy will be made available free

charge upon request.”, and (b) by the insertion

the following paragraph: “(3A) The annual report shall include- (a) the total amount

remuneration for the financial year, split into fixed and variable remuneration paid by the management company and by the investment company to its staff, and the number

beneficiaries, and where relevant, any amount paid directly by the UCITS itself, including any performance fee, (b) the aggregate amount

remuneration broken down by categories

employees or other members

staff as referred to in paragraph

(3)

Regulation 24A, (c) a description

how the remuneration and the benefits have been calculated, (d) the outcome

the reviews referred to in subparagraphs (c) and (d)

paragraph

(1)

Regulation 24B including any irregularities that have occurred, and (e) a description

material changes made to the adopted remuneration policy.”. Amendment

Regulation 98

Principal Regulations 19. Regulation 98

the Principal Regulations is amended– (a) in paragraph

(3)by the substitution

the following for clause (i)

subparagraph (a): “(i) identification

the UCITS and

the Bank as the competent authority

the UCITS;”, and (b) by the insertion

the following paragraph after paragraph

(4): “(4A) Key investor information shall include a statement to the effect that the details

the up-to-date remuneration policy, including but not limited to- (a) a description

how remuneration and benefits are calculated, (b) the identities

persons responsible for awarding the remuneration and benefits, and (III) the composition

the remuneration committee where such a committee exists, are available by means

a website (the address

which shall be included in the statement) and that a paper copy

the policy will be made available free

charge upon request.”. Amendment

Regulation 123

Principal Regulations 20. Regulation 123

the Principal Regulations is amended in paragraph

(2)by the substitution

the following subparagraph for subparagraph (d): “(

  1. d)require the following: (
  2. i)in so far as permitted by the law

the State, existing data traffic records held by a telecommunications operator, where- (I) there is a reasonable suspicion

an infringement

these Regulations, and (II) such records may be relevant to an investigation into the infringement; (ii) existing recordings

telephone conversations or electronic communications or other data traffic records held by UCITS, management companies, investment companies, depositaries or any other entities that are subject to these Regulations,”. Insertion

new Regulation 132A in Principal Regulations 21. The Principal Regulations are amended by the insertion

the following new Regulation: “Penalties for purposes

section 33AQ

Central Bank Act 1942 132A.

(1)For the purposes

paragraph (b)

subsection

(4)

section 33AQ

the Central Bank Act 1942 , the amount prescribed in accordance with paragraph (c)

that subsection is €5,000,000.

(2)For the purposes

paragraph (a)

subsection

(6)

section 33AQ

the Central Bank Act 1942 , the amount prescribed in accordance with paragraph (b)

that subsection is €5,000,000.

(3)Where, in accordance with subsection
(3)

section 33AQ

the Central Bank Act 1942 , the Bank makes a finding that a regulated financial service provider is committing or has committed a prescribed contravention (within the meaning

that Act) that consists

a contravention

any provision

these Regulations, it may, as an alternative to the monetary penalty provided for in paragraph (c)

that subsection, and notwithstanding that the monetary penalty so imposed would exceed the prescribed amount for the purposes

that paragraph, direct a UCITS to pay a monetary penalty equivalent to twice the amount

the benefit derived from the contravention.

(4)Where, in accordance with subsection
(5)

section 33AQ

the Central Bank Act 1942 , the Bank makes a finding that a person concerned in the management

a regulated financial service provider is participating or has participated in the commission by the financial service provider

a prescribed contravention (within the meaning

that Act) that consists

a contravention

any provision

these Regulations, it may, as an alternative to the monetary penalty provided for in paragraph (b)

that subsection, and notwithstanding that the monetary penalty so imposed would exceed the prescribed amount for the purposes

that paragraph, direct the person to pay a monetary penalty equivalent to twice the amount

the benefit derived from the contravention.”. Insertion

new Regulation 132B in Principal Regulations 22. The Principal Regulations are amended by the insertion

the following new Regulation: “Effective application

sanctions and exercise

powers to impose sanctions 132B.

(1)When determining the type

penalties or measures and the level

penalties to be imposed in respect

a contravention

these Regulations, the Bank shall ensure that they are effective, proportionate and dissuasive and take into account all relevant circumstances, including, where appropriate- (a) the gravity and the duration

the contravention, (b) the degree

responsibility

the person responsible for the contravention, (c) the financial strength

the person responsible for the contravention as indicated, for example, by its total turnover in the case

a legal person or the annual income in the case

a natural person, (d) the importance

the profits gained or losses avoided by the person responsible for the contravention, the damage to other persons and, where applicable, the damage to the functioning

markets or the wider economy, in so far as they can be determined, (e) the level

cooperation with the Bank

the person responsible for the contravention, (

  1. f)previous breaches by the person responsible for the contravention, and (
  2. g)measures taken after the contravention by the person responsible for the contravention to prevent its repetition.”. Insertion

new Regulation 132C in Principal Regulations 23. The Principal Regulations are amended by the insertion

the following new Regulation: “Bank to report to European Securities and Markets Authority 132C.

(1)The Bank shall annually provide the European Securities and Markets Authority with aggregated information regarding all penalties and measures imposed by it in respect

contraventions

these Regulations.

(2)Where the Bank has disclosed penalties or sanctions to the public in respect

contraventions

these Regulations, it shall simultaneously report those penalties or sanctions to the European Securities and Markets Authority.”. Insertion

new Regulation 132D in Principal Regulations 24. The Principal Regulations are amended by the insertion

the following new Regulation: “Publication by Bank

decisions 132D.

(1)The Bank shall publish on its

ficial website any decision against which there is no appeal imposing a sanction or measure for contravention

these Regulations, without undue delay after the person on whom the sanction was imposed has been informed

that decision.

(2)The publication shall, other than in the case

decisions imposing measures that are

an investigatory nature, include at least information on the type and nature

the contravention and, subject to paragraph

(3), the identity

the persons responsible.

(3)Where the publication

the identity

the legal persons or

the personal data

the natural persons is considered by the Bank to be disproportionate following a case-by-case assessment conducted on the proportionality

the publication

such data, or where publication jeopardises the stability

financial markets or an ongoing investigation, the Bank shall- (a) defer the publication

the decision to impose the sanction or measure until the reasons for non- publication cease to exist, (b) publish the decision to impose the sanction or measure on an anonymous basis in a manner which complies with national law, if such anonymous publication ensures an effective protection

the personal data concerned, and in this case the publication

the relevant data may be postponed for a reasonable period

time if it is envisaged that within that period the reasons for anonymous publication shall cease to exist; (

  1. c)not publish the decision to impose a sanction or measure at all in the event that the options set out in subparagraphs (
  2. a)and (
  3. b)are considered to be insufficient to ensure- (
  4. i)that the stability

financial markets would not be put in jeopardy, and (ii) the proportionality

the publication

such decisions with regard to measures which are deemed to be

a minor nature.

(4)The Bank shall inform the European Securities and Markets Authority

all sanctions imposed but not published in accordance with subparagraph (c)

paragraph

(3)including any appeal in relation thereto and the outcome thereof.
(5)A UCITS shall notify the Bank in writing immediately it becomes aware

the initiation

any criminal prosecution on indictment for an

fence under these Regulations against the relevant UCITS or the management company

the relevant UCITS or against any

ficer or employee

the UCITS.

(6)Where the Bank receives information and the final judgment in relation to any criminal sanction imposed, it shall submit such information to the European Securities and Markets Authority.
(7)Where the decision to impose a sanction or measure is subject to appeal before the relevant judicial or other authorities, the Bank shall also publish, immediately, on its

ficial website such information, any subsequent information on the outcome

such appeal, and any decision annulling a previous decision to impose a sanction or a measure.

(8)The Bank shall ensure that any publication in accordance with this Regulation shall remain on its

ficial website for a period

at least 5 years after its publication, provided that personal data contained in the publication shall only be kept on the

ficial website

the Bank for the period that is necessary in accordance with the Data Protection Acts 1998 and 2003.”. Amendment

Regulation 133

Principal Regulations 25. Regulation 133

the Principal Regulations is amended- (a) in paragraph

(1)by the insertion

the following subparagraph: “(c) The Bank may cooperate with competent authorities

other Member States with respect to facilitating the recovery

pecuniary sanctions.”, and (b) in paragraph

(6)by the substitution

the following subparagraphs for subparagraph (a): “(a) communication

relevant information might adversely affect the security

the Member State addressed, in particular the fight against terrorism and other serious crimes, (aa) compliance with the request is likely to affect adversely its own investigation, enforcement activities or, where applicable, a criminal investigation,”. Amendment

Regulation 136

Principal Regulations 26. Regulation 136 is amended by the insertion

the following paragraph: “

(5)Where the Bank is the competent authority

the depositary but not

the UCITS or the management company

the UCITS, it shall without delay share any information received from the depositary in accordance with paragraph

(5)

Regulation 35 with the competent authority

the UCITS and the competent authority

the management company

the UCITS.”. Amendment

Schedule 11 to Principal Regulations 27. The Principal Regulations are amended by the substitution

the following for point 2

Schedule 11: “

  1. Information concerning the depositary: 2.
  2. The identity

the depositary

the UCITS and a description

its duties and

conflicts

interest that may arise; 2.2. A description

any safe-keeping functions delegated by the depositary, the list

delegates and sub-delegates and any conflicts

interest that may arise from such delegation; 2.3. A statement that up to date information regarding points 2.1 and 2.2 will be made available to investors on request.”. GIVEN under the

ficial Seal

the Minister for Finance 21 March 2016. AIDAN CARRIGAN, A Person Authorised Under Section 15

the Ministers and Secretaries Act 1924 to Authenticate the Seal

the Minister for Finance. 1 OJ No. L. 257, 28.8.2014, p.

  1. 2 OJ No. L. 173, 12.6.2014, p.
  2. 3 O.J. No. L 166, 11.6.98, p.
  3. 4 O.J. No. L 176, 27.6.2013, p.
  4. 5 O.J. No. L 176, 27.6.2013, p.
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