PDMR compliance under MAR: Key take aways from CBI inspection

The Central Bank of Ireland (CBI) recently published a letter it sent to CEOs and company secretaries of certain equity issuers. The letter sets out the results of a targeted inspection of the issuers’ compliance with requirements relating to ‘persons discharging managerial responsibilities’ (PDMRs) under Article 19 of the Market Abuse Regulation (MAR).

Although the inspection focused on selected issuers, the CBI expects all issuers to review its letter and assess if they need to remediate any deficiencies or introduce practices to comply with Article 19 of MAR and meet the CBI’s expectations. 

Background and scope of inspection

The CBI commenced its targeted inspection of selected equity issuers listed on Euronext Dublin in February 2026. The inspection assessed issuer’s governance and oversight arrangements for ensuring compliance with the PDMR requirements in Article 19 of MAR. 

The requirements in Article 19 of MAR include but are not limited to the following:

• PDMRs and ‘persons closely associated’ with them (PCAs) are required to notify relevant transactions in the issuer’s financial instruments once the applicable annual threshold (€20,000) is reached. These transactions must be reported to the issuer and competent authority within three business days, and the issuer must make the information public within two days of receiving the transaction notification.
• Issuers are required to maintain a list of PDMRs and PCAs and notify PDMRs of their obligations.
• PDMRs are restricted from trading during a 30-day closed period before the announcement of an interim financial report or year-end report, subject to limited exceptions.

The requirements of Article 19 are intended to provide transparency to investors and act as a deterrent and preventative measure against market abuse. They also complement other provisions under MAR, notably the prohibition on insider dealing. 

The following areas were assessed during the inspection:

• issuers classification of PDMRs
• issuer policies and procedures relating to PDMR requirements
• maintenance of PDMR and PCA lists
• issuer dissemination of PDMR and PCA transactions to the public
• written notification from issuers to PDMRs of their obligations under the PDMR regime
• controls with regards to trading during closed periods and clearance to trade policies
• training for PDMRs

Findings from the inspection

The inspection observed a range of good practices across the selected issuers, including for example:

• Positive risk management cultures where responsible staff, particularly company secretaries, sought to embed effective controls and coordinate with PDMRs and PCAs to ensure notifications to the CBI and disclosures to market were completed in a timely manner.
• Proactive measures to help embed compliance, such as providing training and issuing reminders to PDMRs of their obligations under MAR.

However, the inspection also identified varying levels of maturity and effectiveness in the overall governance and oversight arrangements for ensuring compliance with PDMR requirements. Other issues identified included:

• Weaknesses in policies and procedures, with important aspects of the PDMR regime often absent, not up to date or stated incorrectly.
• Deficiencies regarding the maintenance of PDMR and PCA lists, with certain inaccuracies and omissions identified.
• Lack of clarity regarding the roles and responsibilities for the oversight of PDMR requirements within issuers. 

The Appendix to the CBI’s letter sets out the detailed findings (deficiencies and good practices) and the CBI’s expectations for issuers. All issuers should consider these carefully. Failure to comply with Article 19 can lead to an investigation under the CBI’s administrative sanctions regime and potential administrative sanctions, such as a fine. Reviewing existing arrangements against the CBI’s findings and expectations is, therefore, an important step in identifying and addressing compliance gaps.

For further information on PDMR or issuer responsibilities under Article 19 of MAR, please contact partners on our Financial Regulation Advisory team (Eoin O’Connor, Patrick Brandt, Eimear O’Brien, Louise Hogan), partners on our Regulatory Investigations team (Dario Dagostino, Mark Devane, Chloe Culleton) or Sarah Lee, Senior Practice Development Lawyer.

Date published: 6 November 2026