Notice of the making of this Statutory Instrument was published in

“Iris Oifigiúil” of 16th April, 2024.

In exercise of the powers conferred on the Central Bank of Ireland (the “Bank”) by section 48 (1) of the Central Bank (Supervision and Enforcement) Act 2013 (No. 26 of 2013), the Bank, having consulted the Minister for Finance and such other persons as the Bank considers appropriate to consult in the circumstances in accordance with section 49(1) of that Act, hereby makes the following regulations:

Citation and Commencement

1. (1) These Regulations may be cited as the Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Senior Executive Accountability Regime)) Regulations 2024.

(2) (a) These Regulations other than Regulation 5, Regulation 6(3), Regulation 6(5) and Regulation 10(2), shall come into operation on 1 July 2024.

(b) Regulation 5, Regulation 6(3), Regulation 6(5) and Regulation 10(2) shall come into operation on 1 July 2025.

Scope

2. These Regulations apply to -

(a) Relevant credit institutions,

(b) Relevant insurance undertakings, and

(c) Relevant investment firms.

Definitions

3. (1) In these Regulations -

“Act of 2010” means the Central Bank Reform Act 2010 (No.23 of 2010);

“Act of 2013” means the Central Bank (Supervision and Enforcement) Act 2013 (No. 26 of 2013);

“allocated responsibility” means a prescribed responsibility or other responsibility for which a PCF holder will have allocated responsibility within the meaning of Section 53B(1)(b) of the Act of 2010;

“Bank” means the Central Bank of Ireland;

“Board” means the board of directors of the firm;

“branch of a third-country insurance undertaking” means a permanent presence in the State of a third-country insurance undertaking that has received authorisation from the Bank to pursue insurance business within the State;

“client assets” means client funds and client financial instruments;

“firm” means a relevant credit institution, a relevant insurance undertaking and a relevant investment firm;

“governing body” means the Board, or other persons who are directing the business of the firm;

“inherent responsibility” shall be construed in accordance with Regulation 4(1) and Regulation 5(1);

“low impact investment firm” means a relevant investment firm that is designated as Low Impact by the Bank under the Bank’s Probability Risk Impact System, and has a written notification from the Bank confirming that designation;

“management responsibilities map” shall be construed in accordance with Regulation 7;

“MiFID Regulations” means the European Union (Markets in Financial Instruments) Regulations 2017 ( S.I. No. 375 of 2017 );

“other responsibility” is a responsibility which a firm is required to allocate to a PCF holder in accordance with Regulation 8(3);

“prescribed responsibility” is a responsibility identified by the Bank which a firm is required to allocate to a PCF holder in accordance with Regulation 6;

“Relevant credit institution” means-

(a) a person licensed under Section 9 of the Central Bank Act 1971 (No.24 of 1971),

(b) a building society authorised under the Building Societies Act 1989 (No.17 of 1989),

(c) a person authorised under Section 9A of the Central Bank Act 1971 , or

(d) a Class 1 investment firm authorised under Part IIA of the Central Bank Act 1971 ;

“Relevant insurance undertaking” means -

(a) an insurance undertaking, other than a captive insurance undertaking, authorised by the Bank pursuant to Regulation 24 of the Solvency II Regulations,

(b) an insurance undertaking, other than a captive insurance undertaking, deemed authorised by the Bank pursuant to Regulation 13 of the Solvency II Regulations, or

(c) a branch of a third-country insurance undertaking;

“Relevant investment firm” means a firm deemed authorised or authorised by the Bank pursuant to Regulation 5 or Regulation 8 respectively of the MiFID Regulations, or a firm authorised by the Bank pursuant to Regulation 50 of the MiFID Regulations and to which one or both of the following apply:

(a) the firm carries out any of the activities referred to in points (3) and (6) of Schedule 1 to Part 1 of the MiFID Regulations;

(b) the firm is permitted to hold client assets;

“Solvency II Regulations” means the European Union (Insurance and Reinsurance) Regulations 2015 ( S.I. No. 485 of 2015 );

“statement of responsibilities” shall be construed in accordance with Regulation 10(1) and 10(2);

“third country branch” means a branch as referred to in paragraph (c) of the definition of a relevant credit institution, or in paragraph (c) of the definition of a relevant insurance undertaking, or authorised pursuant to Regulation 50 of the MiFID Regulations and to which one or both of paragraphs (a) and (b) of the definition of relevant investment firm apply;

(2) In this Regulation, “insurance undertaking”, “captive insurance undertaking” and “third-country insurance undertaking” have the same meaning as in Regulation 3 of the Solvency II Regulations.

(3) A word or expression that is used in these Regulations and is also used in the Act of 2013 shall have in these Regulations the same meaning as it has in that Act unless the contrary intention appears.

Inherent Responsibilities

4. (1) The items listed in Column 2 of the table in Schedule 1 to these Regulations are responsibilities that are concerned with aspects of a firm’s affairs, and in respect of which a PCF holder shall have inherent responsibility for the purposes of Section 53B(1)(a) of the Act of 2010.

(2) A PCF holder listed in Column 1 of the table in Schedule 1 shall have the corresponding responsibility listed in Column 2 of that table.

Inherent Responsibilities for Non-Executive Directors

5. (1) The items listed in Column 2 of the table in Schedule 1A to these Regulations are responsibilities that are concerned with aspects of a firm’s affairs, and in respect of which a PCF holder shall have inherent responsibility for the purposes of Section 53B(1)(a) of the Act of 2010.

(2) A PCF holder listed in Column 1 of the table in Schedule 1A shall have the corresponding responsibility listed in Column 2 of that table.

Prescribed Responsibilities to be allocated by the firm

6. (1) The items listed in Schedule 2 of these Regulations are responsibilities concerned with aspects of a firm’s affairs.

(2) Subject to paragraph (3), a firm, other than a low impact investment firm or a third country branch, shall allocate each responsibility in the table in Schedule 2, Part 1 to a PCF holder.

(3) A firm, other than a low impact investment firm or a third country branch, shall allocate the prescribed responsibilities PR4, PR6, PR8, PR9, PR10, PR11 and PR12 as listed in the table in Schedule 2, Part 1, to a PCF holder of the type referred to in the table in Schedule 1A.

(4) Subject to paragraph (5), a low impact investment firm shall allocate each responsibility in the table in Schedule 2, Part 2 to a PCF holder.

(5) A low impact investment firm shall allocate the prescribed responsibilities PR4, PR9 and PR11 as listed in the table in Schedule 2, Part 2 to a PCF holder of the type referred to in the table in Schedule 1A.

(6) A third country branch shall allocate each responsibility in the table in Schedule 2, Part 3 to a PCF holder in the third country branch.

(7) A PCF holder to whom a firm allocates a responsibility referred to in paragraph (1) shall be responsible for the discharge of that responsibility for the purposes of Section 53B(1)(b) of the Act of 2010.

Identification of Areas of Responsibility and Management Responsibilities Maps

7. (1) A firm shall identify each of the activities, business areas and management functions constituting the overall business of the firm.

(2) A firm shall establish and maintain a comprehensive and up-to-date single composite document (“the management responsibilities map”), that describes the firm’s management and governance arrangements in respect of the matters identified pursuant to paragraph (1).

(3) Without prejudice to the generality of paragraph (2), the management responsibilities map shall include at least the following information in relation to the firm’s management and governance arrangements:

(a) a description of each aspect of the firm’s activities, business areas and management functions identified pursuant to paragraph (1) including:

(i) how each aspect operates within the overall business of the firm,

(ii) the reporting lines and the lines of responsibility that apply in relation to each aspect of the firm’s activities, business areas and management functions, including how decision-making and governance operate in respect of those matters;

(b) matters reserved for the governing body and how its subcommittees, and other senior level committees, contribute to decision making by the governing body;

(c) an organisation chart illustrating-

(i) where the firm sits within the overall group structure (if applicable),

(ii) how the firm’s management and governance arrangements interact with those of the group, including the extent to which such arrangements are provided by, or shared with, other group entities;

(d) in respect of each PCF holder in the firm:

(i) the identity of the PCF holder, details of that person’s inherent responsibility and allocated responsibilities, as applicable, as well as any other responsibility held by that person related to the matters to be set out in accordance with subparagraph (a) above;

(ii) a description of the reporting lines of each PCF holder to persons and committees in the firm and, if applicable, to other persons within the group structure;

(e) where the firm has allocated an allocated responsibility to more than one PCF holder jointly, an explanation of its rationale for doing so, together with the arrangements for the effective operation of that joint allocation of responsibility;

(f) where a CF1 within the meaning of Schedule 1 to the Central Bank Reform Act, 2010 (Sections 20 and 22) Regulations, 2011 ( S.I. No. 437 of 2011 ) is identified in the management responsibilities map, the following information:

(i) whether the person is an employee of the firm and if not an employee of the firm, the person’s status with or in relation to the firm;

(ii) any responsibilities the persons may have in relation to other entities in the group;

(g) in respect of each outsourcing arrangement entered into by the firm, details of who is responsible for oversight of the outsourcing arrangement;

(h) details of how the matters in subparagraphs (a)-(g) link together and how they fit within the firm’s management and governance arrangements as a whole.

Other Responsibilities to be identified by the firm, and allocated to PCF holders in the firm.

8. (1) In respect of each activity, business area and management function identified by the firm pursuant to Regulation 7(1), where responsibility for an aspect of the firm’s activities, business areas or management functions is not already -

(a) allocated to a PCF holder in accordance with Regulation 6(2), (3), (4), (5) or (6), or

(b) inherent to the function performed by a PCF holder in accordance with Regulation 4(2) or Regulation 5(2),

the firm shall designate that aspect of the firm’s activity, business area or management functions as an ‘other responsibility’.

(2) Without prejudice to paragraph (1), where in the interests of the proper and orderly regulation of a firm, the Bank forms the view that a responsibility in respect of an activity, business area or management function is an ‘other responsibility’, it may declare by notice in writing served on the firm that the matter is an ‘other responsibility’ in that firm for the purposes of these Regulations.

(3) The firm shall allocate a responsibility-

(a) designated by the firm as an ‘other responsibility’ pursuant to paragraph (1), or

(b) declared by the Bank to be an ‘other responsibility’ in accordance with paragraph (2),

to a PCF holder in the firm.

Allocation

9. (1) A firm shall ensure that a proposed allocation to a PCF holder of an allocated responsibility is consistent with the PCF holder’s inherent responsibilities, prescribed responsibilities and other responsibilities, as applicable, and shall monitor the performance of the PCF holder.

(2) A firm shall make the allocations of prescribed responsibilities and other responsibilities in such a way that it is clear which PCF holder is responsible for each of the prescribed responsibilities and other responsibilities.

Statement of Responsibilities

10. (1) Subject to paragraph (2), a firm shall prepare and maintain an up-to-date statement of responsibilities in respect of each PCF holder referred to in Schedule 1 to these Regulations in a single standalone document (hereinafter referred to as a “statement of responsibilities”) and it shall include the PCF holder’s-

(a) inherent responsibilities,

(b) prescribed responsibilities allocated in accordance with Regulation 6(2), (4) or (6), as applicable, and

(c) other responsibilities allocated in accordance with Regulation 8(3).

(2) A firm shall prepare and maintain an up-to-date statement of responsibilities in respect of each PCF holder referred to in Schedule 1A to these Regulations in a single standalone document (hereinafter referred to as a “statement of responsibilities”) and it shall include the PCF holder’s-

(a) inherent responsibilities,

(b) prescribed responsibilities allocated in accordance with Regulation 6(3) or (5), and

(c) other responsibilities allocated in accordance with Regulation 8(3).

(3) A firm shall ensure that any application it makes pursuant to section 23 or 23A of the 2010 Act, for the prior written approval of the Bank or the ECB, as applicable, to permit a person to be appointed to perform a pre-approval controlled function, is accompanied by a proposed statement of responsibilities prepared by the firm pursuant to paragraph (1) or paragraph (2) in respect of such pre-approval controlled function.

Submission of information to the Bank

11. The Bank may require a firm, or a class of firms, to submit to it within a period of time specified by the Bank -

(a) the management responsibilities map relating to the activities of a firm, or

(b) a statement of responsibilities in respect of one or more PCF holders, or all PCF holders performing functions in a firm.

Records

12. (1) A firm shall retain a copy of each version of -

(a) its management responsibilities map prepared in accordance with Regulation 7, and

(b) the statement of responsibilities for each PCF holder prepared in accordance with Regulation 10,

for a period of ten years from the date on which the management responsibilities map or the statement of responsibilities, as the case may be, is superseded by a more up-to-date version.

(2) A firm shall retain a copy of a former PCF holder’s statement of responsibilities for a period of ten years after that person has ceased to perform a pre-approval controlled function in relation to that firm.

Schedule 1

In this Schedule and in Schedule 1A, the pre-approval controlled functions listed in Column 1 shall have the same meaning as in Schedule 2 to the Central Bank Reform Act, 2010 (Sections 20 and 22) Regulations (S.I. 437 of 2011), and be construed accordingly.

Schedule 1A

Schedule 2

Each of the following is a prescribed responsibility for the purpose of these Regulations:

Part 1

Firms other than low impact investment firms or third country branches

Part 2

Prescribed Responsibilities in the application of proportionality to low impact investment firms

Part 3

Third country branches

Signed for and on behalf of the CENTRAL BANK OF IRELAND,

12 April, 2024.

GABRIEL MAKHLOUF,

Governor of the Central Bank of Ireland.

EXPLANATORY NOTE

(This note is not part of the Instrument and does not purport to be a legal interpretation.)

These Regulations give effect to section 48 (1) of the Central Bank (Supervision and Enforcement) Act 2013 , by specifying the arrangements for the Central Bank of Ireland’s Senior Executive Accountability Regime by:

• specifying the aspects of a regulated financial service provider’s affairs for which a PCF holder has inherent responsibility for the purposes of section 53B of the Central Bank Reform Act 2010 ;

• specifying the aspects of a regulated financial service provider’s affairs for which responsibility is to be allocated by the regulated financial service provider to a PCF holder for the purposes of section 53B of the Central Bank Reform Act 2010 ;

• specifying arrangements that a regulated financial service provider is to adopt.