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Appendix 1
ABOUT THE AUTHORS
The Banking Regulation
Review
Law Business Research
Fifth Edition
Editor
Jan Putnis
The Banking Regulation Review
The Banking Regulation Review
Reproduced with permission from Law Business Research Ltd.This article was first published in The Banking Regulation Review, 5th edition
(published in May 2014 – editor Jan Putnis).
For further information please [email protected]
The Banking Regulation
Review
Fifth Edition
EditorJan Putnis
Law Business Research Ltd
THE MERGERS AND ACQUISITIONS REVIEW
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THE PROJECTS AND CONSTRUCTION REVIEW
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PUBLISHER Gideon Roberton
BUSINESS DEVELOPMENT MANAGERS Adam Sargent, Nick Barette
ACCOUNT MANAGERS Katherine Jablonowska, Thomas Lee, James Spearing, Felicity Bown
PUBLISHING ASSISTANT Lucy Brewer
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Published in the United Kingdom by Law Business Research Ltd, London
87 Lancaster Road, London, W11 1QQ, UK© 2014 Law Business Research Ltd
www.TheLawReviews.co.uk No photocopying: copyright licences do not apply.
The information provided in this publication is general and may not apply in a specific situation, nor does it necessarily represent the views of authors’ firms or their clients.
Legal advice should always be sought before taking any legal action based on the information provided. The publishers accept no responsibility for any acts or omissions
contained herein. Although the information provided is accurate as of May 2014, be advised that this is a developing area.
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ISBN 978-1-907606-96-0
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i
The publisher acknowledges and thanks the following law firms for their learned assistance throughout the preparation of this book:
ADVOKATFIRMAET BA-HR DA
AFRIDI & ANGELL
ALI BUDIARDJO, NUGROHO, REKSODIPUTRO
ALLEN & GLEDHILL LLP
AMARCHAND & MANGALDAS & SURESH A SHROFF & CO
ANDERSON MŌRI & TOMOTSUNE
ARAQUEREYNA
ARTHUR COX
BONELLI EREDE PAPPALARDO
BREDIN PRAT
BUN & ASSOCIATES
CHANCERY CHAMBERS
CLAYTON UTZ
CONSORTIUM CENTRO AMÉRICA ABOGADOS
DAVID GRISCTI & ASSOCIATES
DAVIES WARD PHILLIPS & VINEBERG LLP
ACKNOWLEDGEMENTS
Acknowledgements
ii
DAVIS POLK & WARDWELL LLP
DE BRAUW BLACKSTONE WESTBROEK
DLA PIPER WEISS-TESSBACH RECHTSANWÄLTE GMBH
ELVINGER, HOSS & PRUSSEN
ESTUDIO JURÍDICO USTÁRIZ & ABOGADOS
FERRERE ABOGADOS
GERNANDT & DANIELSSON
GIDE LOYRETTE NOUEL AARPI
GORRISSEN FEDERSPIEL
HENGELER MUELLER
KBH KAANUUN
KIM & CHANG
LAKATOS, KÖVES AND PARTNERS
LENZ & STAEHELIN
LS HORIZON LIMITED
MARVAL, O’FARRELL & MAIRAL
MATTOS FILHO ADVOGADOS
MAYORA & MAYORA SC
MIRANDA CORREIA AMENDOEIRA & ASSOCIADOS
MORATIS PASSAS LAW FIRM
MOURANT OZANNES
Acknowledgements
iii
NAUTADUTILH
NOERR OOO
PELIFILIP SCA
PIMENTA DIONÍSIO E ASSOCIADOS
RUSSELL McVEAGH
SHALAKANY LAW OFFICE
SKUDRA & ŪDRIS
SLAUGHTER AND MAY
SYCIP SALAZAR HERNANDEZ & GATMAITAN
T STUDNICKI, K PŁESZKA, Z ĆWIĄKALSKI, J GÓRSKI SPK
URÍA MENÉNDEZ ABOGADOS SLP
VASIL KISIL & PARTNERS
VIEIRA DE ALMEIDA & ASSOCIADOS
WASELIUS & WIST
ZHONG LUN LAW FIRM
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Editor’s Preface ...................................................................................................xiJan Putnis
Chapter 1 INTERNATIONAL INITIATIVES ......................................... 1Jan Putnis and Tolek Petch
Chapter 2 ANGOLA ................................................................................ 40Mafalda Oliveira Monteiro and Bruno Sampaio Santos
Chapter 3 ARGENTINA .......................................................................... 52Santiago Carregal and Diego A Chighizola
Chapter 4 AUSTRALIA ............................................................................ 66Louise McCoach and David Landy
Chapter 5 AUSTRIA .............................................................................. 115Alexander Taiyo Scheuwimmer
Chapter 6 BARBADOS .......................................................................... 125Sir Trevor Carmichael QC
Chapter 7 BELGIUM ............................................................................. 134Anne Fontaine
Chapter 8 BOLIVIA ............................................................................... 146Carlos Pinto-Meyer and Lindsay Sykes
Chapter 9 BRAZIL ................................................................................. 154José Eduardo Carneiro Queiroz
Chapter 10 CAMBODIA ......................................................................... 160Bun Youdy
CONTENTS
vi
Contents
Chapter 11 CANADA .............................................................................. 176Scott Hyman, Carol Pennycook, Derek Vesey and Nicholas Williams
Chapter 12 CAYMAN ISLANDS ............................................................. 192Richard de Basto
Chapter 13 CHINA .................................................................................. 203Wantao Yang, Borong Liu and Dongyue Chen
Chapter 14 COLOMBIA.......................................................................... 224Luis Humberto Ustáriz
Chapter 15 DENMARK ........................................................................... 239Morten Nybom Bethe
Chapter 16 EGYPT .................................................................................. 249Aly El Shalakany
Chapter 17 EL SALVADOR ..................................................................... 258Oscar Samour
Chapter 18 EUROPEAN UNION ........................................................... 269Jan Putnis and Michael Sholem
Chapter 19 FINLAND ............................................................................. 294Tarja Wist and Jussi Salo
Chapter 20 FRANCE ............................................................................... 307Samuel Pariente, Jennifer Downing, Jessica Chartier and Simon Lange
Chapter 21 GERMANY ........................................................................... 345Thomas Paul and Sven H Schneider
Chapter 22 GREECE ............................................................................... 362Dimitris Passas and Vassilis Saliaris
Chapter 23 GUATEMALA ....................................................................... 386María Fernanda Morales Pellecer
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Contents
Chapter 24 GUERNSEY .......................................................................... 400John Lewis and Helen Wyatt
Chapter 25 HONG KONG ..................................................................... 412Laurence Rudge and Peter Lake
Chapter 26 HUNGARY ........................................................................... 429Péter Köves and Szabolcs Mestyán
Chapter 27 INDIA ................................................................................... 436Cyril Shroff and Ipsita Dutta
Chapter 28 INDONESIA ......................................................................... 452Yanny M Suryaretina
Chapter 29 IRELAND.............................................................................. 476William Johnston, Robert Cain, Eoin O’Connor and Niall Esler
Chapter 30 ITALY .................................................................................... 491Giuseppe Rumi and Andrea Savigliano
Chapter 31 JAPAN ................................................................................... 505Hirohito Akagami and Wataru Ishii
Chapter 32 JERSEY .................................................................................. 516Simon Gould and Sarah Huelin
Chapter 33 KOREA .................................................................................. 528Sang Hwan Lee, Chan Moon Park and Hoin Lee
Chapter 34 KUWAIT ............................................................................... 540Haifa Khunji and Basem Al Muthafer
Chapter 35 LATVIA ................................................................................. 554Armands Skudra
Chapter 36 LUXEMBOURG ................................................................... 565Franz Fayot
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Contents
Chapter 37 MALTA .................................................................................. 586David Griscti and Clint Bennetti
Chapter 38 MOZAMBIQUE ................................................................... 596Paulo Pimenta and João Leite
Chapter 39 NETHERLANDS ................................................................. 606Joost Schutte, Annick Houben and Mariken van Loopik
Chapter 40 NEW ZEALAND .................................................................. 619Guy Lethbridge and Debbie Booth
Chapter 41 NICARAGUA ....................................................................... 633Rodrigo Taboada R
Chapter 42 NORWAY .............................................................................. 646Terje Sommer, Richard Sjøqvist and Markus Nilssen
Chapter 43 PHILIPPINES ....................................................................... 657Rafael A Morales
Chapter 44 POLAND .............................................................................. 673Tomasz Gizbert-Studnicki, Tomasz Spyra and Michał Bobrzyński
Chapter 45 PORTUGAL .......................................................................... 688Pedro Cassiano Santos
Chapter 46 ROMANIA ............................................................................ 706Alexandru Birsan, Carmen Peli and Alexandra Manciulea
Chapter 47 RUSSIA .................................................................................. 721Vladislav Skvortsov and Stefan Wolfgang Weber
Chapter 48 SINGAPORE ........................................................................ 736Francis Mok and Wong Sook Ping
Chapter 49 SPAIN .................................................................................... 748Juan Carlos Machuca and Tomás José Acosta
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Contents
Chapter 50 SWEDEN .............................................................................. 777Niclas Rockborn, Nils Unckel and Björn Dahlén
Chapter 51 SWITZERLAND .................................................................. 797Shelby R du Pasquier, Patrick Hünerwadel, Marcel Tranchet, Valérie Menoud and David Violi
Chapter 52 THAILAND .......................................................................... 821Montien Bunjarnondha and Rahat Alikhan
Chapter 53 UKRAINE ............................................................................. 836Denis Lysenko, Yulia Kyrpa and Maryna Fedorenko
Chapter 54 UNITED ARAB EMIRATES ................................................ 848Amjad Ali Khan and Stuart Walker
Chapter 55 UNITED KINGDOM .......................................................... 855Jan Putnis, Benjamin Hammond and Nick Bonsall
Chapter 56 UNITED STATES ................................................................ 888Luigi L De Ghenghi and Reena Agrawal Sahni
Chapter 57 VENEZUELA........................................................................ 978Pedro Planchart Pocaterra and Ana Karina Gomes Rodríguez
Chapter 58 VIETNAM ............................................................................ 987Samantha Campbell and Pham Bach Duong
Appendix 1 ABOUT THE AUTHORS .....................................................1009
Appendix 2 CONTRIBUTING LAW FIRMS’ CONTACT DETAILS ....1045
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EDITOR’S PREFACE
The past year has seen a number of critically important bank regulatory initiatives reach interim conclusions.
In the European Union we have seen the finalisation and coming into force of the primary measures that are required to implement Basel III, as well as – at long last – political agreement on the Recovery and Resolution Directive and the principal elements of the banking union proposals. We have also seen the first foray of the European Commission into bank structural reform, with its controversial proposal for EU legislation on that subject, after the enactment of detailed domestic bank structural reform measures in a number of member states.
In the United States, the past year has seen the culmination of a number of regulatory initiatives, including the issue of final rules implementing the Volcker Rule and the issue of rules that will require large foreign banking groups to establish intermediate holding companies for their US subsidiaries. Both of these sets of rules stem from the Dodd-Frank Act: predictions that numerous legal careers would be made by that legislation are so far proving to be accurate.
I refer to these developments above as ‘interim conclusions’ because, of course, even though a period of primary rule-making has reached a conclusion, the full implications are still emerging. That said, there are helpfully more certainties now about the future direction of banking regulation than was the case a year ago. The combination of that fact, generally improving western economies and shareholder pressure has made many banks take the plunge and start to reorganise and restructure.
Recovery and resolution planning work remains a powerful driver of structural reform. It does not, however, require a particularly sophisticated legal and regulatory view to conclude that the world remains far from a position where we can have confidence that a global systemically important bank could be resolved in an orderly manner today without significant disruption and damage to the world economy. The fact that some regulators occasionally argue to the contrary disregards the detailed work that still has to be done so that governments and regulators may have a good chance of attaining that confidence in the next few years. But that work is, in general, progressing and reassuringly
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shows no real sign of faltering yet as memories begin to fade of just how close the world came to economic calamity during the financial crisis.
Divergent approaches to structural reform in different countries could, however, make group-wide resolution more difficult to achieve. Localism, in the form of requirements that banking subsidiaries hold additional, more loss-absorbent capital and additional pools of liquidity, and have boards of directors with a significant independent membership, all have the potential to threaten the concept of a global banking group unless careful thought is given in such groups to how to address these challenges. The ways in which banking groups can best coordinate their relationships with multiple regulators are high on this agenda.
Perhaps the most difficult challenge facing banks in their relationships with their regulators is that of how to reconcile the need for close and cooperative working relationships with those regulators against the backdrop of seemingly never-ending conduct-related investigations and enforcement action. This difficulty varies according to which regulator is carrying out the investigation and the extent to which the investigation relates to matters that are historic and which the banking group concerned has taken steps to address. The challenge is clearly greatest where a major investigation concerns recent conduct and is led by a regulator with which the relevant bank requires good relations in order to achieve its commercial objectives to the satisfaction of its customers and shareholders.
It will be increasingly important for banks to appreciate the capacity of the more material investigatory and enforcement activity to shape business structures as much as structural reform itself. The changes to the ways in which certain markets and trading operations will be organised in the future in response to enforcement activity will be at least as significant as the changes that are brought to those markets and operations by, for example, resolution planning.
The upheaval that all of this implies for some banks’ corporate and business structures, as well as for their staff, is combining with changes to previously held assumptions about the profitability of certain activities as Basel III capital requirements bite. The result is uncertainty, but with some grounds for cautious optimism, at least for those banking groups that are less seriously affected by conduct investigations and are firmly on the road to developing simpler, more capital-efficient structures.
Banks that have adopted a properly integrated and global approach to structural reform will, in my view, reap the benefits. While, in the short term, that is likely to be more expensive from a resourcing perspective, in the long term it should achieve savings. It is all too easy to address each regulatory initiative as it comes along, not recognising that this reactive approach runs the risk of structural muddle and missing out on developing business models that address multiple regulatory concerns at the same time. It is to be hoped that more regulators start to recognise positive proactivity on the part of banks not just as commercial astuteness but as a contribution to the restoration of trust that is required to make bank regulatory reform a success.
One increasingly important aspect of reform in the banking sector concerns the capital structures of banking groups. The requirement for more and higher quality loss-absorbing capital under Basel III, coupled with the introduction of bail-in as a resolution tool in a number of important banking jurisdictions, means that banking groups are having to rethink which company or companies they will use to raise capital
Editor’s Preface
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and what form that capital will take. Particularly in Europe, the issue of additional Tier I capital and other contingent capital instruments has added complexity to banks’ capital structures and a need for banks to engage with current and potential investors to explain those structures.
This fifth edition of The Banking Regulation Review contains submissions provided by authors in 56 jurisdictions between late February and mid-April 2014, as well as the chapters on ‘International Initiatives’ and the European Union. Preparing the chapters has been a particularly onerous task for the authors this year because many of their clients have now moved from observing the regulatory revolution that has taken place in the banking sector to taking tangible steps to reorganise in order to make themselves fit for the new world in which the sector finds itself. My thanks go to all of the authors for their dedication in completing their chapters.
Thank you also to Adam Myers, Shani Bans, Nick Barette and Gideon Roberton at Law Business Research Ltd for their patience, understanding and – above all – great effort in preparing this edition.
The partners and staff of Slaughter and May in London and Hong Kong also deserve more than the usual mention, above all for their continuing tolerance of my involvement in this project. Particular thanks go to Ben Kingsley, Peter Lake, Laurence Rudge, Nick Bonsall, Ben Hammond, Tolek Petch and Michael Sholem.
Jan PutnisSlaughter and MayLondonMay 2014
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Chapter 29
IRELAND
William Johnston, Robert Cain, Eoin O’Connor and Niall Esler1
I INTRODUCTION
Ireland took a series of exceptional steps to contain the crisis in the banking sector that emerged in 2008. Its strategy was to provide liability guarantees, transfer non-performing eligible assets to a government backed entity (the National Asset Management Agency or ‘NAMA’), established by legislation enacted in 2009, and to provide capital and liquidity to weakened and distressed banks and building societies.
The strain on the state’s resources ultimately led to the intervention of the EU and the IMF in November 2010. The EU/IMF Programme of National Support for Ireland (the Programme of Support) necessitated a restructuring and downsizing of the banking sector. Legislation to facilitate the immediate stabilisation of the domestic banking sector was passed in December 2010, in the form of the Credit Institutions (Stabilisation) Act 2010 (the Stabilisation Act). A permanent resolution regime has been introduced under the Central Bank and Credit Institutions (Resolution) Act 2011 (the Resolution Act), which aims to provide an effective and expeditious regime for dealing with failing credit institutions. Details of both the Stabilisation Act and the Resolution Act are set out in Section III, infra.
Ireland exited the Programme of Support in December 2013 with a restructured banking system. Bank of Ireland and Allied Irish Banks, plc (AIB) in particular now act as ‘pillar banks’ in the Irish retail banking system and it is envisaged that additional competition in the sector will be provided by subsidiaries of foreign-owned banking groups including the Royal Bank of Scotland and KBC groups, and Permanent TSB. Recently, competition in the Irish retail banking market has lessened with Danske Bank and ACC Bank announcing the withdrawal of certain services. In a further significant
1 William Johnston and Robert Cain are partners and Eoin O’Connor and Niall Esler are associates at Arthur Cox.
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development, in February 2013 Irish Bank Resolution Corporation Limited (IBRC) was placed into special liquidation by the Irish government and the process of selling its assets commenced. IBRC’s mandate had been to act, in effect, as a bad bank to wind down the operations of the former Anglo Irish Bank and Irish Nationwide Building Society. Combined, Anglo Irish Bank and Irish Nationwide Building Society received over €30 billion in capital support from the Irish state. Banking regulation has undergone considerable change since the start of the crisis. Institutionally there has been a reconstitution of the regulator, the Central Bank of Ireland (the Central Bank), while regulatory policy and objectives have also been refocused.
Domestically, the largest retail banks are AIB, Bank of Ireland, Permanent TSB, KBC and Ulster Bank. There are also a number of large international financial institutions with branches or licensed banks in Ireland.
II THE REGULATORY REGIME APPLICABLE TO BANKS
i The regulator
The Central Bank is responsible for prudential regulation and conduct of business of financial institutions in Ireland. The Central Bank was established under the Central Bank Act 1942. This legislation has been subject to extensive amendment since its enactment.
From November 2014, banks will also be subject to EU-wide regulation under the Single Supervisory Mechanism (SSM). On 29 October 2013 the two regulations comprising the SSM were published in the Official Journal of the EU. The first, conferring specific tasks on the European Central Bank (ECB) in relation to the prudential supervision of credit institutions, came into force five days later and the second, amending the regulation governing the operation of the European Banking Authority, came into force on 30 October 2013. The ECB is expected to assume its supervisory role on 4 November 2014. On 23 October 2013 the ECB announced details of the assessment that it is carrying out on a number of large banks, in advance of its SSM role commencing in full. The assessment (which began in November 2013) consists of a supervisory assessment of liquidity, leverage and funding risks, a review of the quality of bank assets including the adequacy of asset and collateral valuation, and a stress test. The outcome will be published prior to the ECB fully assuming its SSM role in November 2014 and the following five Irish institutions are in scope: AIB, Bank of Ireland, Permanent TSB, Merrill Lynch International Bank Limited and Ulster Bank Ireland Limited.
ii Objectives
The Central Bank is required to ensure proper and effective regulation of financial institutions and markets and to ensure that the interests of consumers are protected, and ensure the stability of the financial system overall.
In the context of the regulation of financial institutions and markets, the objective of regulation in Ireland is to minimise the risks of systemic failure or insolvency of an institution by ensuring compliance with prudential and other requirements.
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The Central Bank is responsible for developing rules governing the authorisation of financial services providers and for the continuing supervision of the entities that it has authorised.
iii Legislation in respect of regulation of banks
The primary legislation in respect of the regulation of banks is the Central Bank Acts 1942 to 2013.
Building societies and credit unions are primarily regulated under the Building Societies Act 1989 and the Credit Union Act 1997 respectively.
In addition, certain guidelines and codes have also been issued by the Central Bank with which regulated entities are obliged to comply. For example, the Central Bank’s Consumer Protection Code sets out conduct of business requirements applicable to banking services (and other types of financial services) provided in Ireland.
iv Legal structures of banks
Under the Central Bank Act 1971, the Central Bank must not grant a licence unless it is satisfied that the applicant is a company (i.e., a company incorporated in or outside Ireland including the Bank of Ireland). Most banks have been established as limited liability companies although the Central Bank has authorised banks established as unlimited companies with limited liability holding companies. Building societies and credit unions are typically constituted as mutual societies.
III PRUDENTIAL REGULATION
i Relationship with the prudential regulator
The Central Bank employs a risk-based approach to regulation, supported by the ability to take enforcement action where breaches of its requirements are identified. The risk-based approach is used so that resources are focused on financial institutions with the highest impact and risk profile.
In November 2011, the Central Bank introduced a new risk-based supervisory mechanism called PRISM (Probability Risk and Impact SysteM), which allocates the Central Bank’s supervisory resources based on risk to the economy. This allows the Central Bank to focus on those banks that pose a greater threat to the financial stability of the economy.
Compliance monitoringCentral Bank compliance monitoring involves (1) reviewing regulatory returns provided by banks and (2) conducting both on-site and off-site review meetings and inspections. Those institutions that carry the greatest risk to the stability of the financial system or that deal directly with customers are subject to a higher level of scrutiny.
The Central Bank has the power to impose administrative sanctions to ensure compliance with the regulatory requirements imposed on banks. All provisions of the Central Bank (Supervision and Enforcement) Act 2013 (the 2013 Act) are now in force. This legislation substantially strengthens the Central Bank’s powers and increases its potential enforcement remedies. The 2013 Act also gives the Central Bank power
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to direct regulated financial services providers to make appropriate redress to affected customers for widespread or regular relevant defaults, and provides affected customers with a right of action where they have suffered loss as a result of a breach of regulatory requirements.
The Central Bank’s Strategic Plan for 2013–2015 indicates that the Central Bank’s banking supervision will deliver assertive risk-based supervision and a continuing credible threat of enforcement. In recent years supervision has become more intrusive and challenging than in the past. The Strategic Plan states that the supervision of banks in Ireland has radically changed and that significant resources have been put in place and improved processes are being delivered.
Disclosure obligationsThe Central Bank has broad supervisory powers and can compel licensed banks to make disclosure relating to any aspect of their business. Following the enactment of the Companies (Amendment) Act 2009, licensed banks are also required to disclose increased levels of detail relating to certain transactions (including loans) with directors and connected persons in their annual accounts. The 2013 Act also introduced protection for persons who disclose to the Central Bank alleged contraventions of financial services legislation.
On 1 July 2013 the Central Bank’s revised Code of Practice on Lending to Related Parties came into force and sets out statutory requirements (including disclosure obligations) in relation to lending by banks and building societies to related parties.
Principal matters in which the regulator will become involvedThe most common form of enforcement issue is failure by a bank to comply with the technical requirements of a regulation or code, particularly consumer protection and regulatory capital requirements. Based on an analysis of the Central Bank’s recently published sanctions, a major concern of the Central Bank is system and control failures by regulated entities. Sanctions are disclosed on the Central Bank’s website.
ii Management of banks
The Central Bank must be satisfied that the structure of the board and senior management of a bank and internal control systems and reporting arrangements are such as to provide for the effective, prudent and efficient administration of its assets and liabilities. In this respect, it is necessary for all banks to have in place such committees of directors and management and other management structures as are necessary to ensure that the business of the credit institution is being managed, conducted and controlled in a prudent manner.
A new fitness and probity regime established under Part 3 of the Central Bank Reform Act 2010 came into effect on 1 December 2011 and became fully implemented on 1 December 2012. Regulated financial services providers, including banks, are responsible for ensuring that persons performing pre-approval controlled functions or controlled functions comply with the Fitness and Probity Standards (the Standards), both on appointment to such functions and on an ongoing basis. Specifically, a regulated financial services provider must not permit a person to perform a pre-approval controlled
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function or controlled function unless it is satisfied on reasonable grounds that the person complies with the Standards and has obtained confirmation that the person has agreed to abide by those Standards.
The Central Bank must be satisfied that directors and senior executives are fit and proper persons and have appropriate competence and experience in banking and financial services to enable them to fulfil their duties.
All appointments to the board of a bank and certain senior management appointments are subject to the prior approval of the Central Bank.
A proposed director or senior manager must complete an ‘individual questionnaire’ disclosing details of his or her interests, background and any regulatory censures to which he or she has been subjected. A detailed curriculum vitae outlining the proposed appointee’s relevant experience must also be attached. All retirements from the board must also be notified to the Central Bank.
The Central Bank requires that the ultimate decision-making body of a bank be located in Ireland and that the bank be adequately staffed to carry out its head office operations in Ireland.
On 23 December 2013, the Central Bank issued its revised Corporate Governance Code for Credit Institutions and Insurance Undertakings (the Corporate Governance Code), which sets out minimum statutory corporate governance requirements for Irish incorporated credit institutions and insurance undertakings. The revised Corporate Governance Code will take effect on 1 January 2015. In the meantime, institutions will continue to be subject to the requirements of the existing Corporate Governance Code. Compliance with the Corporate Governance Code is mandatory and there is no scope to ‘explain’ departures from the Corporate Governance Code.
In addition to the regulatory requirements imposed on directors of Irish banks, directors must also comply with those directors’ duties imposed by Irish company law and Irish common law.
RemunerationOn 1 December 2010, the Central Bank published the findings of a review conducted in September and October 2010 of remuneration policies and practices in a number of Irish retail banks and building societies. The findings of the review were highly critical of practice and procedure.
EU Directive 2013/36/EU and EU Regulation 575/2013 (together referred to as ‘CRD IV’) were implemented in Ireland by the European Union (Capital Requirements) Regulations 2014 (the 2014 Regulations) (which transposed the Directive) and the European Union (Capital Requirements) (No. 2) Regulations 2014 (which gave effect to a number of technical requirements necessary to ensure the effective operation of the Regulation). The 2014 Regulations place an obligation upon firms to have remuneration policies that are consistent with, and promote, sound and effective risk management. The 2014 Regulations also contain disclosure requirements related to remuneration policies and practices. Remuneration practices that are not consistent with effective risk management or run contrary to the CRD IV remuneration principles will be scrutinised by the Central Bank.
The Central Bank confirmed to the European Securities and Markets Authority (ESMA), in November 2013, its intention to comply with ESMA’s Guidelines on
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Remuneration Policies and Practices (MiFID). All affected firms (including credit institutions that provide investment services) are now expected to have been in compliance with the guidelines from 28 January 2014 and to be taking the guidelines into account when formulating their remuneration arrangements.
The Corporate Governance Code also contains certain guidelines relating to remuneration, including a prohibition on remuneration policies that encourage risk-taking and a requirement that major institutions appoint a remuneration committee.
iii Regulatory capital and liquidity
Under CRD IV, a bank is required to have an initial capital of at least €5 million and then to comply with risk-based ongoing capital requirements. The thrust of CRD IV is to implement the Basel III global regulatory standards and to strengthen the EU banking sector to enable it to better withstand any future economic or financial crisis.
A range of sanctions may be imposed by the Central Bank to ensure enforcement of the 2014 Regulations, but in any event the Central Bank will require a bank to inject additional capital immediately should it fail to meet the minimum capital requirements.
In 2012, an Irish bank was required to pay a penalty of €1.96 million for, inter alia, failing to hold own funds in excess of the minimum level set out in the European Communities (Capital Adequacy of Credit Institutions) Regulations 2006 (the 2006 Capital Adequacy Regulations) (these regulations have been revoked by the 2014 Regulations) and as required by the Central Bank. The bank had also failed to have sound or effective strategies and processes in place to enable it to assess and maintain the amount of internal capital required to cover the risk to which it was exposed. In 2014, to date, fines of €95,000 and €315,000 have been imposed on regulated firms that have, inter alia, breached the previous 2006 Capital Adequacy Regulations.
The Central Bank has also published detailed requirements for the management of liquidity risk, which must be complied with by Irish banks (the June 2009 version of these requirements is expected to remain in place until 1 January 2018, unless the Central Bank decides to replace them at an earlier date).
InsolvencyIn the event that a bank becomes insolvent an examiner may be appointed to a bank. If a bank is or is likely to be unable to pay its debts the Central Bank may present a petition to the court for the appointment of an examiner to the bank. The petition to appoint an examiner must be accompanied by a report prepared by an independent accountant, a statement of the bank’s assets and liabilities and the opinion of the independent accountant as to whether the bank, or part of it, would have a reasonable prospect of survival and whether an attempt to continue the whole or part of the business would be more advantageous to the members and creditors than a winding up.
An examiner may be appointed for 70 or 100 days during which time no proceedings for the winding up of the bank may be taken and no receiver may be appointed over any part of the bank’s property and no attachments, sequestration, distress or execution may be carried out. An examiner is required to formulate proposals for a compromise or scheme of arrangement in relation to the bank and may carry out such other duties as the court may direct.
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In the event that a bank is unable to pay its debts, a creditor may petition the court to have the bank wound up or the shareholders may convene a meeting of the shareholders to resolve to wind up the bank. In the former case the court may appoint a liquidator. If the shareholders resolve to wind up the bank, the creditors will appoint a liquidator.
Under the Resolution Act the Central Bank may present a petition to wind up an authorised credit institution. Other persons may only do so if the Central Bank is notified and confirms that it does not object. If a petition is presented by a person other than the Central Bank, the Central Bank retains a key role, for example the Central Bank must be given notice prior to certain steps in the process being taken, and a liquidator cannot be appointed without its prior approval. The Resolution Act also sets out specific objectives for liquidators of authorised credit institutions.
The EU Insolvency Regulation will also apply to an insolvency when the bank has a place of establishment in another EU Member State (other than Denmark).
The EC (Reorganisation and Winding-Up of Credit Institutions) Regulations 2011 (the CIWUD Regulations) give effect to the Credit Institutions Reorganisation and Winding-Up Directive. These regulations apply to banks whose head office is located in Ireland and to branches of those institutions located in EU Member States.
The Resolution Act came into effect on 28 October 2011 and aims to provide an effective and expeditious regime for dealing with failing credit institutions while minimising the cost to the State. The Resolution Act will apply to all authorised credit institutions in Ireland once the temporary emergency regime under the Stabilisation Act expires (the Stabilisation Act has recently been extended and will continue to apply to those credit institutions that have received financial support from the Irish government until the end of 2014). The Central Bank has been given sweeping powers to intervene where a credit institution is failing. Further details on the Stabilisation Act and the Resolution Act are set out in subsection iv, ‘Recovery and Resolution’, infra.
Future developmentsAt this stage, there are no plans for purely domestic legislation that would alter Irish capital adequacy requirements.
iv Recovery and resolution
Ireland has introduced two specific pieces of resolution legislation following the crisis of recent years.
The Stabilisation ActOn 21 December 2010, the Stabilisation Act became law. The Stabilisation Act provided a legislative basis for the immediate restructuring and stabilisation of the Irish banking system as set out in the National Recovery Plan 2011–2014 and agreed in the Programme of Support. The powers in the Stabilisation Act are time limited and were to expire on 31 December 2012, but have since been extended to 31 December 2014.
The Stabilisation Act allows the Minister for Finance (the Minister) to make the following orders in relation to credit institutions that have received financial support from the State, as well as credit unions:
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a a ‘direction order’ directing a credit institution to take, or refrain from taking, any action that, in the Minister’s opinion is necessary to achieve any purpose specified in the Stabilisation Act;
b a ‘special management order’ allowing the Minister to appoint a special manager of a credit institution;
c a ‘subordinated liabilities order’ allowing the Minister to provide for the modification of rights of subordinated creditors; this includes, but is not limited to, rights relating to repayment of principal, interest payments and what constitutes an event of default; and
d a ‘transfer order’ allowing the Minister to make an order transferring some or all of the rights or liabilities of a proposed institution.
The Resolution ActThe Resolution Act came into effect on 28 October 2011 and grants the Central Bank sweeping powers to intervene where any Irish credit institution is failing (albeit those credit institutions that have received financial support from the Irish government will remain subject to the Stabilisation Act until its expiry).
There are various preconditions that must be met before the Central Bank can intervene under the Resolution Act, which include: a the existence of a present or imminent serious threat to the financial stability of
the credit institution or serious concerns relating to its financial stability or that of the state;
b the credit institution failing, or the likelihood that a credit institution will fail, to meet a regulatory requirement; and
c circumstances exist in which it is not in the public interest to wind up the credit institution immediately.
The Resolution Act established a fund for the resolution of financial instability in credit institutions. This fund will be financed by a levy on credit institutions and any contribution from the Minister.
If the preconditions are met, and if it is considered necessary, the Central Bank is able to make an application to the High Court seeking an order to transfer the assets or liabilities of a failing institution or impose a special management regime on that failing institution, or both.
The Central Bank is empowered to present a petition to the High Court for the winding up of a failing credit institution in certain circumstances, and further, no person is allowed to petition to wind up a credit institution without giving the Central Bank notice and receiving the approval of the Central Bank.
The Central Bank is able to direct an ailing credit institution to submit and implement a recovery plan. The Central Bank could itself prepare a resolution plan in relation to a credit institution if deemed necessary.
Contingent capital issueIn 2011, the Minister invested in ‘contingent capital notes’ issued by Bank of Ireland, AIB and Irish Life & Permanent, which are debt securities that convert into equity in those institutions on the occurrence of certain events, including the capital ratio falling
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below a certain level. In January 2012, the state sold the entire amount of its holding in contingent capital notes in Bank of Ireland.
IV CONDUCT OF BUSINESS
i Consumer Credit Act 1995
The Consumer Credit Act 1995 (the CCA) applies to consumer lending in Ireland. The CCA is not, however, limited to banks and financial services companies. The CCA also regulates some credit-related activities such as money lending and credit and mortgage intermediation. The CCA also contains detailed provisions relating to housing loans. Certain of the consumer credit provisions of the CCA have been replaced by the EC (Consumer Credit Agreements) Regulations 2010, which give effect to Directive 2008/48/EC. Nevertheless the CCA remains in force in relation to credit agreements outside the scope of these regulations.
ii Consumer Protection Code
A general Consumer Protection Code for financial institutions providing financial services (except MiFID investment services), including banks, was introduced by the Central Bank in 2006 and substantially overhauled with effect from 1 January 2012. Regulated entities must comply with the Consumer Protection Code as a matter of law and the Central Bank has the power to administer sanctions for a contravention of it.
The Consumer Protection Code contains a set of general principles combined with more detailed requirements in certain areas and applies to financial services providers operating in Ireland, as well as those passporting into Ireland on a branch or services basis.
iii Code of Conduct on Mortgage Arrears
The Central Bank has issued a Code of Conduct on Mortgage Arrears (the CCMA), which applies to the mortgage lending activities of all regulated entities operating in Ireland, including mortgage lending provided by a regulated entity into Ireland on a branch or cross-border basis. A revised CCMA was introduced from July 2013.
The CCMA contains a number of requirements with which mortgage lenders must comply. The revised CCMA removes the blanket moratorium of one year on repossessions where a borrower in arrears continues to cooperate in good faith with a mortgage lender. Lenders are now restricted from bringing repossession proceedings within three months from the date of the letter that specifies whether a repayment arrangement will be offered or, if later, eight months from the date on which the arrears arose. Where a borrower is classified as ‘not co-operating’ (as defined in the CCMA) repossession proceedings may be started immediately.
iv Mortgage arrears resolution strategies
Mortgage arrears resolution strategies (MARS) are implemented by mortgage lenders in dealing with consumers who have fallen into arrears. The Central Bank requires all lenders to deliver effective strategies and plans for dealing with consumers in difficulty
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and to cover pre-arrears, arrears and forbearance, and loan modifications or resolution. The Central Bank aims to ensure that dealing with mortgage arrears is a top priority for mortgage lenders.
v SME Code
The Central Bank has also issued a code of conduct to be followed when lending for business purposes to small and medium-sized enterprises. Small and medium-sized enterprises are defined as enterprises that employ fewer than 250 persons and that have an annual turnover not exceeding €50 million, or an annual balance sheet total not exceeding €43 million. Originally introduced in 2009, a revised SME Code was introduced in 2011 taking effect from 1 January 2012.
vi Personal insolvency and bankruptcy reform
The Personal Insolvency Act 2012 (the Act) was signed into law on 26 December 2012 and its provisions were brought into effect during the course of 2013. The Act introduces reforms to the Bankruptcy Act 1988 together with the following three forms of non-judicial debt settlement arrangement that allow (subject to certain conditions being met) the write-down or restructuring of both secured and/or unsecured debt owed by certain eligible individuals:a personal insolvency arrangements;b debt settlement arrangements; andc debt relief notices.
The Act provides debtors with a process whereby they can apply for write-downs; however, it is unlikely that mortgage lenders will frequently be compelled to accept a write-down of secured debt. It is also worth noting that the Act does provide certain protections for secured creditors, including a claw-back provision.
As regards bankruptcy, the Act has amended the automatic discharge period from 12 years to three years.
vii Investment services
The Central Bank regulates a wide range of investment services carried on in Ireland, including the provision of investment advice, dealing in financial instruments, receiving and transmitting orders and portfolio management. Where a bank intends to provide investment services, it must notify the Central Bank. The provision of investment services in Ireland is subject to detailed conduct of business rules, including those contained in the EC (Markets in Financial Instruments) Regulations 2007.
viii Payment services and e-money
Ireland has implemented the Payment Services Directive 2007/64/EC, which contains certain licensing and conduct of business requirements for entities that provide payment services. Ireland has also implemented the E-Money Directive 2009/110/EC.
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ix Bank secrecy and confidentiality
An obligation of bank–client confidentiality in Ireland arises from the operation of the common law. The common law implies a duty of confidentiality on a bank in its relationship with its customer, unless the terms of the contract with the customer provide otherwise, or a bank is compelled by law to disclose. Obligations in relation to personal data also arise under the Data Protection Acts 1988 and 2003.
V FUNDING
i Typical sources
In addition to the taking of deposits, domestic banks have typically relied heavily on wholesale funding and the capital markets through issuing bonds and short-term instruments. Since September 2008 some domestic credit institutions’ issues have benefited from Ireland’s state guarantee measures in the form of the Credit Institutions (Financial Support) Scheme 2008 (the CIFS Scheme) and the Credit Institutions (Eligible Liabilities Guarantee) Scheme 2009 (the ELG Scheme).
Funding pressures have been alleviated largely by a very significant increase in recourse to eurosystem financing facilities and emergency liquidity assistance by the Central Bank.
ii Recent national measures to improve access to liquidity
State guaranteesOn 20 September 2008, the government increased the limit for the deposit guarantee scheme for banks and building societies from €20,000 to €100,000 per depositor per institution. A depositor who suffers a loss must make a claim under this scheme before invoking any of the guarantees provided for below. The scheme was activated for the first time when IBRC was liquidated in February 2013.
On 20 October 2008, the Minister established the CIFS Scheme. The CIFS Scheme gave effect to the state bank guarantee announced by the Irish government on 30 September 2008. Under the CIFS Scheme, the Minister guaranteed certain ‘covered liabilities’ of ‘covered institutions’ from 30 September 2008 to 29 September 2010 inclusive.
The ELG Scheme commenced on 9 November 2009. The ELG Scheme enabled those domestic institutions (and certain of their subsidiaries) that benefited from the CIFS Scheme to issue debt securities and take deposits on a state-guaranteed basis. Eligible liabilities for the purposes of the ELG Scheme are any of the following:a all deposits (to the extent not covered by deposit protection schemes in Ireland
other than the CIFS Scheme or any other jurisdiction);b senior unsecured certificates of deposit;c senior unsecured commercial paper; andd other senior unsecured bonds and notes.
The closure of the ELG Scheme was announced in January 2013 so that new liabilities would not be guaranteed, with effect from 28 March 2013. Liabilities already guaranteed as of 28 March 2013 are not affected by the closure.
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National Asset Management AgencyNAMA is a commercial, semi-state entity under the governance, direction and management of the National Treasury Management Agency (NTMA). The central objective of NAMA is to stabilise Irish credit institutions by strengthening their balance sheets and reducing uncertainty in relation to their distressed loans, so as to facilitate lending to individuals and businesses.
NAMA purchases eligible assets (e.g., credit facilities issued, created or otherwise provided by a participating institution to a debtor for the direct or indirect purpose, whether in whole or in part, of purchasing, exploiting or developing development land, or to a debtor for any purpose, where the security connected with the credit facility is or includes development land) from participating banks by issuing government-backed bonds to the participating banks.
VI CONTROL OF BANKS AND TRANSFERS OF BANKING BUSINESS
i Control regime
The Central Bank is opposed to an individual holding a ‘dominant’ interest in a bank. The Central Bank has a preference that ownership of a bank be held by ‘one or more banks or other financial institutions of standing’, or that there be a wide spread of ownership (such as through a stock exchange listing). Historically, the Central Bank’s position has been that an insurance company would not be permitted to hold a controlling interest in a bank.
There are no restrictions on foreign ownership of banks. Where a bank is owned by a foreign bank or financial institution, the Central Bank will consult with the relevant foreign supervisor before granting the application. There is no restriction on private equity ownership of Irish banks.
The 2014 Regulations require the Central Bank to supervise credit institutions and their subsidiary and associated companies on a consolidated basis.
An entity or individual that controls a bank will have certain duties and responsibilities. The Central Bank will require the controlling entity to give an undertaking that the bank will be in a position to meet its liabilities during such time as the controlling entity holds a majority of the bank’s ordinary share capital. In the event that a bank becomes insolvent the controlling entity will be required to provide sufficient capital to the bank to make it solvent.
There is a general prohibition under Irish company law where a company provides financial assistance (e.g., security) for the purchase of its shares (subject to certain exemptions).
Changes in controlUnder the 2014 Regulations, the Central Bank must be notified and approval sought in advance of the proposed acquisition of a direct or indirect ‘qualifying holding’ in a bank (i.e., 10 per cent or more of the voting rights or capital in the bank or a holding that allows that person to exercise a ‘significant influence’ over the bank’s direction or management) and therefore this includes the acquisition of an interest in its parent. A
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notification is also required in respect of direct or indirect increases (above thresholds of 20, 33 or 50 per cent) in such a qualifying holding.
A business plan must be provided with the application for regulatory approval in certain circumstances including: where the proposed acquisition would result in a change of the legal form of the bank; a change of the management of the bank; a change of any corporate governance; or where the proposed acquisition would have an impact on the day-to-day operations of the bank.
ii Transfers of banking business
The assets and liabilities of a bank can be transferred by operation of law under a procedure provided by Part III of the Central Bank Act 1971 (a ‘Part III transfer’). The assets and liabilities of certain entities can also be transferred by operation of law under new procedures provided by Part V of the Stabilisation Act (a ‘stabilisation transfer’) and also under the Resolution Act where certain preconditions are met.
It is also possible to transfer the business of certain companies under the EC (Cross-Border Mergers) Regulations 2008, which implement the Cross-Border Mergers Directive 2005/56/EC in Ireland.
Part III transfersWhenever the holder of a banking licence agrees to transfer, in whole or in part, to another holder of a banking licence, the business to which the licence relates and all or any of the other assets and liabilities of the transferor, the transferor and transferee may submit for ministerial approval a scheme for the transfer. The application must be made at least four months before the transfer date, although the Minister can alter the statutory timetable in some circumstances.
Where the Minister approves the scheme by ministerial order the assets and liabilities described in the scheme will transfer under the order by operation of law without the need to obtain the consent of individual deposit holders or counterparties.
If the Minister is of the opinion that the order is made with the intention of preserving or restoring the financial position of the transferor, but could affect the rights of third parties existing before the transfer, the order must state that it is made with this intention and that it should take effect outside as well as inside the state. The CIWUD Regulations will then apply.
Stabilisation transfersPart V of the Stabilisation Act provides for an emergency power, available until 31 December 2014, that allows the Minister to make a proposed transfer order only if he or she, after consultation with the Governor of the Central Bank, is of the opinion that making the transfer is necessary to secure the achievement of a purpose of the Stabilisation Act. It is the Minister, and not the financial institution, that proposes a stabilisation transfer.
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Resolution transfersThe Resolution Act provides a similar transfer mechanism to Part V of the Stabilisation Act. Rather than vesting the powers with the Minister, under the Resolution Act the process is controlled by the Central Bank.
VII THE YEAR IN REVIEW
The past year has seen a period of increasing stability following the enormous challenges and radical changes affecting both banking regulation and the banking sector in Ireland since the start of the financial crisis in 2008. Indeed, in 2013 funding activities for a number of important institutions, including the state itself, moved towards normality.
Significant changes to the Irish banking landscape did, however, take place, most notably the placing of IBRC into special liquidation noted in Section I, supra. Meanwhile, competition in the retail banking sector has been reduced by the exits of Danske Bank and ACC Bank from the Irish retail market. In terms of regulation, the Central Bank has been active in the field of enforcement for regulatory breaches and enjoyed an expansion in the sanctioning powers available to it (as described in Section III, supra).
In December 2013 Ireland exited the Programme of Support agreed between the Irish government, the IMF and the EU on 28 November 2010.
In preparation for exiting the Programme of Support, Ireland made a limited return to the international bond market in 2013. Ireland has now made a full return to normal market funding for the first time since September 2010. On 10 April 2014 the NTMA announced that €1 billion in funding had been raised, which brings the total amount raised by the NTMA in 2014 to €5.75 billion. This amounts to more than 70 per cent of the NTMA’s funding target of €8 billion for the full year. In addition, on 20 March 2014 the NTMA completed an auction of Irish Treasury Bills, selling the target amount of €500 million.
There were signs that arrears on home loans in Ireland began to decrease in 2013. The Central Bank announced that in the fourth quarter of 2013 the number of mortgage accounts for principal dwelling houses in arrears fell for the second consecutive quarter.2 There is still concern that these figures mask an increase in long-term arrears. New personal insolvency legislation, amendments to bankruptcy legislation and other initiatives such as MARS offered banks new avenues to proactively address this issue in 2013. There is evidence that some lenders have offered limited write-downs. More generally, the Central Bank has announced that a total stock of 84,053 primary dwelling house mortgage accounts were classified as restructured at the end of December 2013, reflecting a quarter-on-quarter increase of 4.3 per cent. Of these restructured accounts, 79.3 per cent were deemed to be meeting the terms of their current restructure arrangement.
2 A total of 136,564 (17.9 per cent) of accounts were in arrears at end of the fourth quarter of 2013, a decline of 3.3 per cent relative to end of the previous quarter, although the size of the decline was affected by asset sales over the quarter.
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VIII OUTLOOK AND CONCLUSIONS
The Central Bank has indicated that the prudential regulatory regime will continue to be more intrusive in the future and will follow the risk-based model that is now in place. While the legal and regulatory policy is likely to change further in the short or medium term as the government and Central Bank continue to respond to the effects of the financial crisis in Ireland, much of the change is likely to be EU-driven. It is anticipated that after a number of years of radical change in Irish financial regulation and the banking sector, domestically at least, 2014 is likely to bring further evolution, rather than revolution.
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ABOUT THE AUTHORS
WILLIAM JOHNSTONArthur CoxWilliam Johnston is an economics graduate of Trinity College Dublin and was admitted as a solicitor in 1979. He is a member of the Company Law Review Group, the International Bar Association (co-chair of the Banking Law Committee, former chair, Banking Regulation Subcommittee of Banking Law Section), the Law Society of Ireland (former chair, Business Law Committee). He is also on the boards of both the UCD Commercial Law Centre at University College Dublin and the National Maternity Hospital (Holles Street).
Mr Johnston has published books on banking and security law and company lending, and has written chapters on Irish finance law for international banking law publications for Euromoney, Graham & Trotman, Kluwer, LexisNexis, Oceana Publications and Oxford University Press. Most recently he has co-edited Set-off Law and Practice: An International Handbook (Oxford University Press, 2nd edition, 2010).
As a practitioner, Mr Johnston has extensive experience in banking and finance transactions including Tier I and Tier II capital issues and other debt finance, secured lending including consumer credit, asset finance (in particular aviation financing), credit union and bank regulation.
ROBERT CAINArthur CoxRobert Cain graduated from Oxford University (St Peter’s College) and was admitted as a solicitor (England & Wales) in 2002. He previously worked in the financial regulation group of Clifford Chance LLP in London and at the UK Financial Services Authority. He was admitted as a solicitor in Ireland in 2008.
Mr Cain specialises in Irish and European financial services regulation and advises a wide range of both domestic and international financial institutions, including
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credit institutions, investment firms, payment institutions and insurance companies. His practice includes advice on Irish authorisation and perimeter issues, ongoing compliance with conduct of business and other requirements, regulatory capital, market abuse, prospectus and transparency requirements, payment services, AML, corporate governance, financial institution mergers and acquisitions and loan portfolio transfers.
EOIN O’CONNORArthur CoxEoin O’Connor graduated from the National University of Ireland, Galway, in 2003 with a BA and LLB and has also completed an LLM at Trinity College, Dublin. He was admitted as a solicitor in Ireland in 2009.
Mr O’Connor advises on Irish and European financial services regulation. His experience includes providing advice to a wide range of domestic and international financial institutions including commercial banks, investment firms, payment institutions, insurance companies and asset managers on financial regulation issues.
NIALL ESLERArthur CoxNiall Esler graduated from Trinity College Dublin in 2007 with an LLB and was admitted as a solicitor in Ireland in 2011.
Mr Esler advises a wide range of domestic and international financial institutions including commercial banks, investment firms, payment institutions, insurance companies and asset managers on Irish and European financial services regulation. Mr Esler’s experience includes providing advice on Irish authorisation and perimeter issues, ongoing compliance with conduct of business and other requirements, regulatory capital, consumer credit regulation, payment services, AML, corporate governance, financial institution mergers and acquisitions and loan portfolio transfers.
ARTHUR COXEarlsfort CentreEarlsfort TerraceDublin 2IrelandTel: +353 1 618 0000Fax: +353 1 618 [email protected]