The Transparency (Directive 2004/109/EC) (Amendment) Regulations 2017 (S.I. No. 336 of 2017) (the 2017 Transparency Regulations) were signed by the Minister for Finance on 25 July 2017 but were only publicly available on 31 July 2017, and are stated to come into operation today, 1 August 2017.
The 2017 Transparency Regulations make a number of amendments to the Transparency (Directive 2004/109/EC) Regulations 2007, as amended (the 2007 Transparency Regulations).
The obligations under the 2017 Transparency Regulations apply to "relevant issuers", defined as "extractive industry issuers" and "logging issuers", whose Home Member State is Ireland, and which are subject to the existing Transparency Regime, i.e. Irish-incorporated legal entities whose retail debt or equity securities are admitted to trading on an EU "regulated market". In Ireland, this is the Main Securities Market of the Irish Stock Exchange.
"Extractive industry issuers" are issuers that perform any activity involving among other things the discovery and extraction of certain minerals, oil, gas or other materials, and "logging issuers" are issuers that undertake certain specified logging activities.
Amendments to 2007 Transparency Regulations
The 2017 Transparency Regulations insert a new Part 2A into the 2007 Transparency Regulations, which is stated to apply to any financial year of a relevant issuer which commenced on or after 1 August 2017.
Under the amendments made by the 2017 Transparency Regulations, a relevant issuer is obliged, in respect of any such financial year as is referred to above, to prepare a detailed report on any large payments made to Governments for each financial year of the relevant issuer. There is also an obligation on relevant issuers which are parent undertakings to prepare consolidated payment reports. Under the new requirements, it will be necessary to report any such payments (whether a single payment or a series of related payments) of €100,000 or more.
A relevant issuer is obliged to publish its payment report at the latest 6 months after the end of each financial year and must ensure that it remains publicly available for at least 10 years.
The new obligation to prepare such payment reports is stated to be "without prejudice to" Part 26 of the Companies Act 2014 (inserted by the Companies (Accounting) Act 2017 - see our earlier bulletin on the key changes made by that Act). Part 26 of the 2014 Act imposes similar obligations on large companies, large groups and certain public-interest companies involved in the mining, extractive or logging industries, subject to certain exceptions.
Further changes to the 2007 Transparency Regulations
The 2017 Transparency Regulations make a number of additional technical changes to the 2007 Transparency Regulations. Among these are the inclusion, in the threshold percentages which trigger the obligation on a shareholder to notify the issuer of the percentage of voting rights he or she holds, of a new reference to a 25% threshold. In addition, the current exemption from the notification obligations, where shares are acquired by a borrower under stock lending agreement as determined by the rules of the Central Bank, has been deleted.