EUROPEAN COMMUNITIES (DIRECTIVE 2006/46/EC) REGULATIONS 2009
Source: Iris Oifigiúl 2009-11-18

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paragraphs: (1) These Regulations may be cited as the European Communities (Directive 2006/46/EC) Regulations 2009.
(2) The Companies Acts and these Regulations shall be read together as one.
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paragraphs: (1) In these Regulations—
(2) A word or expression that is used in these Regulations (including provisions inserted by these Regulations into the Principal Act, the Act of 1986, the Regulations of 1992, the Credit Institutions Regulations or the Insurance Undertakings Regulations) and is also used in the Directive, Regulation (EC) No. 1606/2002 of the European Parliament and of the Council of 19 July 2002 2 , the Fourth Council Directive 78/660/EEC of 25 July 1978 3 and the Seventh Council Directive 83/349/EEC of 13 June 1983 4 has, unless the contrary isindicated, the same meaning in these Regulations and those provisions as it has in the Directive, that Regulation and those Directives.
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paragraphs: Part IIIA (inserted by the Fair Value Regulations) of the Schedule to the Act of 1986 is amended—
(a) in paragraph 22A(1) by inserting “and paragraph 22AA” after “of this paragraph”,
(b) by inserting the following paragraph after paragraph 22A of that Part:
“22AA. (1) Financial instruments which constitute liabilities other than such instruments referred to in subparagraphs (2)(a) and (2)(b) of paragraph 22A may be accounted for by companies at fair value if—
(a) they are accounted for in accordance with international accounting standards as adopted by the Commission Regulation on or before 5 September 2006, and
(b) the associated disclosure requirements, provided for in international financial reporting standards adopted in accordance with the IAS Regulation, are made.
(2) Financial instruments referred to in subparagraph (3) of paragraph 22A may be accounted for by companies at fair value if—
(a) they are accounted for in accordance with international accounting standards as adopted by the Commission Regulation, on or before 5 September 2006, and
(b) the associated disclosure requirements, provided for in international financial reporting standards adopted in accordance with the IAS Regulation, are made.
(3) In this paragraph—
‘Commission Regulation’ means Commission Regulation (EC) No. 1725/2003 5 of 29 September 2003;
‘IAS Regulation’ has the meaning assigned to by the Principal Act;
‘international financial reporting standards’ has the meaning assigned to it by section 2 of the Principal Act.”.
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paragraphs: Section 8 of the Act of 1986 is amended—
(a) in subsection (1)(a), by inserting “, subject to subsection (1A),” after “a private company”,
(b) in subsection (1)(b), by inserting “, subject to subsection (1B),” after “a private company”,
(c) by inserting the following subsections after subsection (1):
“(1A) Subsection (1)(a) shall not apply to a private company whose securities are admitted to trading on a regulated market.
(1B) Subsection (1)(b) shall not apply to a private company whose securities are admitted to trading on a regulated market.”,
(d) by inserting the following subsection after subsection (12):
“(13) In subsections (1A) and (1B), ‘regulated market’ has the meaning assigned to it by Article 4(1), point (14) of Directive 2004/39/EC 6 .”.
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paragraphs: (1) Section 32 of the Companies (Amendment) (No. 2) Act 1999 (No. 30 of 1999) is amended—
(a) in subsection (3)(a)(v)(III) by deleting “or”,
(b) in subsection (3)(a)(v)(IV) by substituting “paragraph 18 thereof, or” for “paragraph 18 thereof.”,
(c) section (3)(a)(v), by inserting the following clause after clause (IV):
“(V) a company whose securities are admitted to trading on a regulated market.”, and
(d) by inserting the following subsection after subsection (8):
“(9) In subsection (3), ‘regulated market’ has the meaning assigned to it by Article 4(1), point (14) of Directive 2004/39/EC6.”.
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paragraphs: Part IV of the Schedule to the Act of 1986 is amended by inserting the following paragraphs after paragraph 36:
“Information on arrangements not included in balance sheet
36A. The nature and business purpose of the arrangements of the company that are not included in its balance sheet and the financial impact on the company of those arrangements shall be provided in the notes to the accounts of the company if the risks or benefits arising from such arrangements are material and in so far as the disclosure of such risks or benefits is necessary for assessing the financial position of the company.
Related party transactions
36. (1) Particulars shall be given in the notes to the accounts of the company of transactions which have been entered into with related parties by the company if such transactions are material and have not been concluded under normal market conditions and the particulars shall include the amount of such transactions, the nature of the related party relationship and other information about the transactions which is necessary for an understanding of the financial position of the company.
(2) Subject to subparagraph (4), the provision of particulars and other information about individual transactions may be aggregated according to their nature, except where separate information is necessary for an understanding of the effects of related party transactions on the financial position of the company.
(3) Subparagraph (1) shall not apply to transactions which are entered into between 2 or more members of a group if any subsidiary undertaking which is party to the transaction is wholly owned by such a member.
(4) Subparagraph (2) shall not apply to a company whose securities are admitted to trading on a regulated market within the meaning of Article 4(1), point (14) of Directive 2004/39/EC6.
(5) A word or expression used in subparagraphs (1) to (3) has the same meaning as it has in Directive 2006/46/EC1.”.
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paragraphs: (1) The notes on the consolidated accounts prepared in respect of a parent undertaking and its subsidiary undertakings shall set out information relating to—
(a) the nature and business purpose of any arrangement that is not included in the consolidated balance sheet, and the financial impact of such arrangement if the risks or benefits arising from the arrangement are material, and in so far as the disclosure of such risks or benefits is necessary for assessing the financial position, taken as a whole, of the parent undertaking and its subsidiary undertakings included in the consolidated balance sheet, and
(b) subject to paragraph (2), transactions entered into by—
(i) the parent undertaking, or
(ii) a subsidiary undertaking of that parent undertaking included in the consolidation,
(2) A transaction referred to in paragraph (1)(b) does not include an intra-group transaction.
(3) Information provided pursuant to paragraph (1)(b) concerning individual transactions may be aggregated according to their nature except where separate information is necessary for an understanding of the effects of the related party transactions on the financial position, taken as a whole, of the parent undertaking and its subsidiary undertakings included in the consolidation.
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paragraphs: (1) Where a parent undertaking which has its securities admitted to trading on a regulated market is preparing consolidated accounts the corporate governance statement included in the report by the directors of that undertaking under section 158 of the Principal Act shall contain, in addition to the information specified in that section, a description of the main features of the internal control and risk management systems of that parent undertaking and its subsidiary undertakings in relation to the process for preparing such consolidated accounts for the parent undertaking and its subsidiary undertakings.
(2) Where the consolidated annual report and the annual report are presented as a single report the description referred to in paragraph (1) shall be included in the section of the report by the directors referred to in paragraph (1) containing the corporate governance statement.
(3) Where a parent undertaking referred to in paragraph (1) produces a corporate governance statement in the form of a separate report published in conjunction with the annual report, in accordance with section 158 of the Principal Act, the description required by paragraph (1) shall form part of that separate report.
(4) In paragraph (4), “regulated market” has the meaning assigned to it by Directive 2004/39/EC6.
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paragraphs: Where a parent undertaking referred to in Regulation 9 produces a corporate governance statement under section 158 of the Principal Act, the auditors of the parent undertaking, when preparing a report required by section 193 of the Act of 1990 shall—
(a) provide an opinion as to whether the description of the main features of the internal control and risk management systems of the parent undertaking and its subsidiary undertakings, in relation to the process for preparing consolidated accounts, is consistent with their evaluation and testing of the relevant systems for the purposes of preparing such report on such group accounts, and
(b) consider whether, in their opinion, the description referred to in paragraph (a) is consistent with their evaluation and testing of the systems referred to in paragraph (a).
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paragraphs: Part 2 of the Schedule to the Regulations of 1992 is amended in paragraph 16C(a) by inserting “or 22AA” after “(inserted by the European Communities (Fair Value Accounting) Regulations 2004)”.
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paragraphs: Section 149A (inserted by the Regulations of 2005) of the Principal Act is amended—
(a) in subsection (1)(b)(x), by substituting “subsidiary undertakings),” for “subsidiary undertakings), and”,
(b) in subsection (1)(b)(xi) by substituting “(remuneration of auditors), and” for “(remuneration of auditors).”, and
(c) in subsection (1)(b), by inserting the following subparagraph after subparagraph (xi):