So far, 2015 has proven to be another busy and fruitful year for the Irish funds industry. Some welcome developments have emerged and the statistics show Ireland’s position, at the forefront of the funds industry, remains steadfast.
New developments include the Central Bank of Ireland's guidance on delegate oversight and directors’ time commitment, as well as the introduction of regulations applying to the managers of European Venture Capital Funds and European Social Entrepreneurship Funds.
Directors’ Time Commitments
Following a thematic review carried out last year on the number of directorships held by individuals in corporate investment funds and management companies, the Central Bank of Ireland ("CBI") has issued guidance to assist in the assessment of time commitments of directors.
The CBI has confirmed in its guidance that a high number of directorships, coupled with professional time commitments, will be regarded as a risk indicator. In initially setting that risk indicator, the CBI has devised a “joint test of (a) having more than 20 directorships, and (b) having an aggregate professional time commitment in excess of 2000 hours” per year.
Directors and boards will now need to consider and agree on a minimum time allocation for board meeting attendance and this must be documented in the director’s letter of appointment.
If a director, holding in excess of a defined number of directorships and annual professional time commitments, is proposed for a board, the CBI will:
(i) request a letter from the board setting out the proposed time commitment for that director, and (ii) in the case of a Qualifying Investor AIF, withdraw the 24 hour authorisation approval so that additional queries can be addressed.
While careful consideration of the CBI guidance will be required, it will ensure that sufficient time is dedicated by directors to their positions, further strengthening Ireland’s reputation as the leading European fund domicile.
Guidance on Delegate Oversight
The CBI has issued draft guidance for Irish boards of investment companies, UCITS / AIF management companies and AIFMs in respect of delegate oversight in cases where significant tasks are delegated externally.
The guidance focuses on:
- investment management;
- risk management;
- operation and administration;
- support and resourcing; and
- boards of externally-managed investment companies.
The key principles outlined in the guidance are geared towards assisting the effected entities by providing an overview of good practice. The overriding principle to be borne in mind is that boards should design their governance practices so that they are appropriate and commensurate to the business of the relevant entity and, in the case of management companies and AIFMs, the funds that they manage.
EuVECA and EuSEF Regulations
On 20 May 2015, each of the European Union (European Social Entrepreneurship Funds) Regulations 2015 and the European Union (European Venture Capital Funds) Regulations 2015 (the “Regulations”) were signed into law by the Irish Minister for Finance.
The Regulations introduce the conditions that the CBI will apply to managers wishing to register their venture capital or social entrepreneurship funds with the CBI.
Upon registration with the CBI, managers will be permitted to market their funds using a pan-European marketing passport.
Consideration of existing unregulated structures will now be required to ensure that registration with the CBI, if applicable, is carried out and that all regulatory requirements are met.
The Central Bank of Ireland’s focus on directors’ time commitment and delegate oversight highlights Ireland’s pro-active approach to the funds industry and ensures that Ireland’s reputation as the domicile of choice for investment funds is further protected and enhanced. The introduction of regulations applicable to the managers of venture capital and social entrepreneurship funds also further ensures Ireland remains at the forefront of the European funds industry. We anticipate further growth in Ireland’s funds industry during the remainder of 2015 and into 2016.