The Front Page, Asset Management & Investment Funds: Irish Practice Developments
Some Approaching Deadlines
- 1 November 2016 End of transition period for Central Bank UCITS Regulations. Deadline for existing UCITS to, amongst other matters, remove provisions whereby redemption requests carried over from a prior dealing day as a result of the application of a gate receive priority over subsequent redemption requests. This change (which will likely require a change to the UCITS' constitution) should be completed by all UCITS by 1 November 2016.
- 31 December 2016 Corporate Governance – completion of reviews of board and individual director performance. Under the Irish Funds Corporate Governance Code, the overall Board's performance and that of individual members must be reviewed annually with a formal documented review and a review of the chairperson taking place at least once every three years.
- 31 December 2016 Anti-Money Laundering/ Counter Terrorist Financing (AML/CTF) - collective investment schemes and management companies should be aware of the regulatory expectation to offer training to their boards on the law relating to AML/CTF on an annual basis (and at such other times as may be appropriate). Boards should also ensure that they have considered whether to adopt a board level AML/CTF policy and where the board has adopted such a policy, that it receives appropriate confirmations from relevant persons and that it is subject to periodic review.
- 31 December 2016 Business Plan/Programme of Activity - UCITS management companies, self-managed UCITS, AIFMs and internally managed AIFs, where they have not already done so, may need to complete their annual performance review on service providers, and obtain annual confirmations from service providers and relevant persons in accordance with their business plan/programme of activity, complete onsite visits with service providers, ensure adoption of valuation policy and make disclosure in respect of connected parties transactions.
- 31 December 2016 Fitness & Probity - management companies, AIFMs, self- managed/ internally- managed UCITS/AIFs and other regulated financial service providers (RFSPs), where they have not already done so, will need to obtain their annual certification from persons performing PCFs (e.g. directors) and CFs (e.g. Money Laundering Reporting Officer (MLRO) and Company Secretary) that they are aware of the Fitness and Probity standards, agree to continue to abide by those standards and will notify the Board if they no longer comply. This forms part of ongoing performance monitoring set out in Section 22 of the Guidance on Fitness and Probity Standards. The Annual PCF Confirmation Return due dates are highlighted below.
- 1 January 2017 PRIIPs KID. As of the date of this Front Page, new and existing RIAIF products must be accompanied by a PRIIPs KID from 1 January 2017. This date is likely to be delayed as a result of the vote of the EU Parliament on 14 September 2016, objecting to the Delegated Regulation on the KID and calling on the Commission to consider postponing the application date of the PRIIPs Regulation. Professional investor AIFs are also likely to fall within the scope of PRIIPs Regulation. QIAIFs which do not limit investor eligibility to MiFID professional clients will also be caught by the PRIIPs Regulation (and so be obliged to prepare a PRIIPs KID). Examples of the types of investors in QIAIFs who would not be MiFID professional clients would include high net worth individuals, corporate investors who are not regulated to operate in the financial markets or corporate investors whose main activity is not investing in financial instruments. Some QIAIFs may choose to limit access to the fund to MiFID professional clients only so as to fall outside the scope of the PRIIPs Regulation. UCITS are exempt from the obligation to produce a PRIIPs KID until 31 December 2019. In due course, the PRIPs Regulation will be subject to review which will assess whether the transitional arrangements for UCITS should be prolonged, or whether, with some adjustments, the UCITS KIID might be replaced by or considered equivalent to the PRIIPs KID. Where funds are wrapped into insurance products, they may be required to provide supplementary information or data to enable the underlying insurance company to produce the PRIIPs KID.
- 1 January 2017 Remuneration guidelines. ESMA published two sets of Guidelines: Guidelines on Sound Remuneration under UCITS (UCITS Remuneration Guidelines) and Guidelines on Sound Remuneration under the AIFMD (AIFMD Remuneration Guidelines). The UCITS Remuneration Guidelines provide clarity on the requirements under the UCITS Directive for management companies when establishing and applying a remuneration policy for key staff. The AIFMD Remuneration Guidelines amend the current Guidelines on sound remuneration policies under the AIFMD. The amendment relates to the section of these Guidelines dealing with the application of the remuneration rules in a group context and is intended to acknowledge the potential outreach of the Capital Requirements Directive rules in a banking group. Both sets of Guidelines apply from 1 January 2017.
- 20 February 2017 UCITS KIID - Annual update of the key investor information document (KIID) must be filed no later than this date (where required). Any update to the KIID filed with the Central Bank must be translated (as necessary) and filed in any other host jurisdictions where the UCITS is registered to market its shares and uploaded on the UCITS' website.
The deadlines for filing the Fitness & Probity PCF Confirmation Return (for the year ending 31/12/16) for Investment Funds and Fund Service Providers (including AIFMs and UCITS management companies) has not yet been noted on the Central Bank website.
Central Bank Deadlines for Pre-Christmas/Year-End Applications
As detailed in our Front Page News Alert the Central Bank has issued details of its pre-Christmas or pre- year end approval deadlines for receipt of applications.
Ireland's first Money Laundering and Terrorist Financing National Risk Assessment.
The Department of Finance has published Ireland's first Money Laundering and Terrorist Financing (ML/TF) National Risk Assessment (NRA). This NRA identifies and assesses the ML/TF risks faced by Ireland. It identifies the nature and scale of criminal conduct in Ireland which generates illicit proceeds. It then examines the vulnerabilities and ML/TF risks across different aspects of the financial and professional services sectors giving each area an overall risk rating. The NRA is intended to provide the basis for an Action Plan, which, together with the feedback from the FATF Mutual Evaluation Report (MER) and the transposition of the Fourth Money Laundering Directive will lay the ground for further strengthening the Irish anti-money laundering and countering the financing of terrorism regime. The NRA should be considered by all designated persons subject to the requirements of the Criminal Justice (Money Laundering and Terrorist Financing) Acts, 2010 and 2013. Designated persons should assess the impact, if any, of this NRA on their own ML/TF risk analysis and integrate as appropriate.
Date published: 28 October 2016