The Central Bank has published guidelines to assist affected institutions and their directors in the preparation of the annual compliance statement required under the Corporate Governance Code for Credit Institutions and Insurance Undertakings (the "Code").

Section 25 of the Code requires institutions to submit to the Central Bank a statement setting out whether or not the entity has complied with the Code. The first annual compliance statement, which relates to the period from 1 January 2011 to 31 December 2011, must be submitted no later than 30 June 2012.

The guidelines include a template compliance statement which is the minimum amount of information an institution must include in order to comply with the obligations under section 25 of the Code. In addition, the institution is required to provide an overview of the board and sub-committees in the form of tables to be populated with certain details relating to the institution.

The guidelines place responsibility on directors of the relevant institutions to undertake reasonable enquiries to satisfy themselves as to whether the institution has complied with the Code. In certain cases, compliance must be supported or demonstrated by the existence of certain documents, as listed in the guidelines, which the institution must retain for six years. This imposes responsibility on the directors as well as on the institution and reflects the spirit of the Code which itself expects directors to take a more ‘hands-on’ approach to the operations of an institution.

Timing

The first annual compliance statement for the period from 1 January 2011 to 31 December 2011 must be submitted no later than 30 June 2012.

Where institutions have availed of the transitional periods permitted under the Code (ie ensuring compliance on or before 30 June 2011 in respect of any necessary changes to systems and structures and on or before 31 December 2011 in relation to changes to the board), this must be reflected in their first annual compliance statement.

Completed annual compliance statements must be submitted to the institution’s examiner/supervisor at the Central Bank in the first instance.