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News Alert

15 December 2011

Corporate Governance Code for Collective Investment Schemes and Management Companies

The Irish Funds Industry Association (IFIA) has issued its long awaited Corporate Governance Code (Code) for Collective Investment Schemes (CIS) and Management Companies together with a Frequently Asked Questions (FAQ) document.

 

The Code is to be a voluntary one and "is not intended to be prescriptive, rather a codifying of existing practice combined with what is seen as best international practice". It will operate on a similar "comply or explain" basis to other corporate governance codes, in that where the board of any company decides not to comply with any provision of the Code, it should set out the reasons for not so complying in its directors' report or on its website (the address of which will need to be included in the annual report).

 

The Code will become effective on 1 January 2012, with a 12 month transitional period so that the first statement of compliance




with the Code will be included in accounts with a year end after 1 January 2012.

 

While the Code is voluntary, its adoption is strongly recommended. There is an expectation that all CIS and management companies will adopt the Code. The Central Bank have asked the IFIA to report on its adoption after the first 12 months of implementation.

It is the board of directors that retains the primary responsibility for corporate governance for a CIS or management company. The Code very usefully restates the IOSCO definition of governance of CIS as a "framework for the organisation and operation of CIS that seeks to ensure that CIS are organised and operated efficiently and exclusively in the interests of their investors, and not in the interest of CIS insiders."

Directors will be particularly interested to see that;

  • Boards should include at least one independent* director
  • Each director should supply details of their time commitments, including time devoted to other directorships (including non Irish CIS)** and full time job and should demonstrate that they have the time to act as a director
  • Boards should have procedures in place to ensure that they review their performance and the individual performance of directors annually

Please call your usual contact on the A&L Goodbody Investment Funds Team for a full suite of compliance materials.

 

View the December Front Page




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email: dublin@algoodbody.com

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Disclaimer: The contents of this Newsletter are necessarily expressed in broad terms and limited to general information rather than detailed analyses or legal advice. Specialist professional advice should always be obtained to address legal and other issues arising in specific contexts. Copyright A&L Goodbody 2011

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