IRELAND Law and Practice Contributed by: Diarmuid Mawe, Craig Kenny, Katelin Toomey and William Fogarty, Maples Group
shares are admitted to trade will have regulatory, listing and other relevant rules, as applicable. ICAVs An ICAV is represented by its board of direc - tors (the “Board”), at least two of whom must be Irish-resident. The appointment of directors is subject to the prior approval of the CB, under its fitness and probity regime. The Board has a general fiduciary duty to ensure that the require - ments of the ICAV Act 2015 are complied with, and remains responsible for the management of the ICAV and the supervision of all its delegates. The Board must observe Irish Funds’ Industry Corporate Governance Code (the “Code”), which aims to ensure that the Board performs effective oversight of the ICAV’s activities. Among other subjects, the Code contains recommendations in relation to Board composition, which include the requirement for at least one representative of the AIFM/investment manager and at least one director to be fully independent of all service pro - viders to the ICAV. ICAVs are required to be audited annually and must also submit their annual reports and monthly statistical returns to the CB. Each ICAV is required to appoint numerous regulated service providers to carry out various governance roles. Most significantly, the AIFM Directive requires that each QIAIF must identify an AIFM, which is the entity primarily responsible for the investment and risk management of the QIAIF, subject to the overall supervision of the Board. It is also possible for an ICAV to be authorised as an internally managed QIAIF, whereby the Board assumes the responsibility as the AIFM.
Every ICAV must appoint an independent Irish-regulated depositary to carry out multiple functions, including the safekeeping of assets, regulatory oversight and cash flow monitoring obligations. In addition, the depositary must enquire into the conduct and management of the ICAV in each financial year and report to the shareholders. 5.6 Annual Entity Maintenance and Accounting Compliance Annual maintenance and accounting compli - ance costs vary from structure to structure. 6. Commercial Leases 6.1 Types of Arrangements Allowing the Use of Real Estate for a Limited Period of Time A person or entity may enter into either a lease or a licence with the owner of a property to occu - py and use the property, without acquiring the property outright. A licence is more suitable for shorter-term arrangements. A licensee under a licence does not obtain exclusive possession of the property, but rather has mere permission from the owner to enter the property. In contrast, a lease confers a legal interest in the property to the tenant, and this interest may typi - cally be assigned or transferred, subject to the requirement to obtain consent from the landlord. 6.2 Types of Commercial Leases There are two main categories of commercial leases: • a lease on a short-term basis for a term of up to five years; or
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