Ireland: Central Bank Consults On Fund Management Company Effectiveness – Delegate Oversight

Last Updated: 8 October 2014
Article by Andrew Bates and Cillian Bredin

Most Read Contributor in Ireland, July 2017

The Central Bank of Ireland ("Central Bank") has published a Consultation Paper ("CP86") on a number of initiatives which are 'designed to underpin the achievement of substantive control by fund management companies, acting on behalf of investment funds, over the activities of their delegates'.

'Fund management companies' include UCITS management companies, authorised Alternative Investment Fund Managers, selfmanaged UCITS investment companies and internally managed Alternative Investment Funds.

The full text of CP86 is available on the Central Bank website. Link.


The four key areas discussed by the Central Bank in CP86 relate to:

  • guidance on how fund management companies should oversee delegates;
  • reduction of the number of existing management functions and streamlining these functions;
  • removal of current requirement to have two Irish resident directors (and suggesting replacement provisions); and
  • introduction of a requirement to provide a rationale for board composition.

Guidance of Guidance on how fund management companies should oversee delegates

In light of what the Central Bank has referred to as the 'varied' quality of the oversight of delegates by fund management companies, it proposes issuing guidance regarding what it considers to be good practices for directors of fund management companies in their oversight role. This approach is seen by the Central Bank as being preferable to establishing a firm set of rules with regard to oversight. The Central Bank sought the views of a committee of investment professionals which it established in that regard and a document setting out principles that boards of fund management companies might follow, and identifying a number of tasks that should be retained by Boards, has been included in an appendix to CP 86.

Reduction of the number of existing management functions and streamlining these Functions

Due to what the Central Bank perceives as a risk of overlap between the existing management functions (currently 9 at the level of UCITS management companies and 15 at the level of AIFMs) it is proposing to consolidate and refine these rules into six managerial functions as follows:

  • Risk Management;
  • Investment Management;
  • Regulatory Compliance;
  • Distribution;
  • Capital and Financial Management; and
  • Organisational Effectiveness

To explain how it envisages the streamlined managerial functions operating, it has prepared a nonexhaustive description on the role of designated persons as an appendix to CP86. This is designed to provide a guide for directors as to what the revised functions entail and also to assist fund sponsors when drafting or redrafting their business plans or programmes of activity in light of these six functions.

Aside from the concept of consolidation of the functions the key difference that this development bring is to a) broaden the functions of complaints handling to incorporate the general role of oversight of distribution and b) introduce the clarified task of organisational effectiveness oversight which the Central Bank notes is different from the task of corporate governance compliance and is a role that should probably be carried out by the chairman. The Central Bank has noted that there will need to be a transitional arrangement for existing management companies with respect to this change.

Removal of current requirement to have two Irish resident Directors

The Central Bank currently requires that the boards of all fund management companies consist of a minimum two Irish resident directors. In light of the absence of a definition as to what constitutes residency (from a regulatory perspective at least) and as a result of concerns that the current requirement limits the pool of potential directors with appropriate competencies, in particular in the area of portfolio management and risk management, the Central Bank is proposing to relax this requirement so that there must be two directors who are in Ireland for not less than 110 working days per year. Fund management companies may however substitute for one of these directors with an individual who:

  • affirms that he/she is available to engage with Central Bank supervisors on request within any 24 hour working day period and is available to attend meetings at the Central Bank at reasonable notice;
  • is unconnected to the depository or a service provider; and
  • is competent in one of the six designated tasks.

The Central Bank has again noted that transitional arrangements will be necessary with regard to this particular change.

Introduction of a requirement to provide a rationale for board composition

In order to ensure that fund management companies pay sufficient attention to achieving a balance of skills and competencies on their boards the Central Bank is proposing to introduce a new rule to require these companies to document as part of the authorisation process specifically how the composition of its board as a whole provides it with sufficient expertise to conduct the tasks expected of the directors and, where relevant, as the designated person for a managerial function. Although this is not expected that a profile of board composition will be required to be maintained as a condition of authorisation it's expected that the director with responsibility for organisational effectiveness will keep this requirement under review on an ongoing basis.

The Central Bank has also noted that it intends to supplement this rule with guidance to clarify that where a fund management company has a contract for the provision of legal services, it does not also have to ensure that the board itself also includes legal expertise i.e. it does not have to appoint a lawyer to the board. This is viewed by the Central Bank as a step to establishing a clear playing field between all potential board appointees.


The Central Bank has invited consultation until Friday 12th December 2014. Dillon Eustace will be providing comments to the Central Bank and should you wish to provide any comments on CP86 to the Central Bank we would be happy to incorporate them into our submission.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.