IRELAND Law and Practice Contributed by: Diarmuid Mawe, Craig Kenny, Katelin Toomey and William Fogarty, Maples Group
ment fund manager (AIFM). However, an inter - nally managed QIAIF ICAV must have a mini - mum initial paid-up share capital equivalent to EUR300,000. In addition, ICAVs structured as QIAIFs must apply a minimum initial subscription requirement of EUR100,000 per investor. Exemptions from this minimum subscription requirement can be sought by certain categories of knowledgeable investors, including the directors of the QIAIF, the investment manager and its senior employ - ees. 5.5 Applicable Governance Requirements REITs REITs must comply with the corporate govern - ance provisions set out in the CA applicable to PLCs. In addition, any market on which a REIT’s 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 direc - tors 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 requirements of the Irish Collective Asset-man - agement Vehicles 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.
481 CHAMBERS.COM
Powered by FlippingBook