S.I. No. 294/1992 - European Communities (Credit Institutions : Accounts) Regulations, 1992

19.—(1) The information required by paragraphs 20 and 21 shall be given where at the end of the financial year the parent company has a significant holding in an undertaking which is not one of its subsidiary undertakings and does not fall within paragraph 17 (joint ventures) or paragraph 18 (associated undertakings).

• (2) A holding is significant for this purpose if it amounts to 20 per cent or more of all interests in an undertaking.

20.—(1) The name of the undertaking shall be stated.

• (2) There shall be stated—

( a ) if the undertaking is incorporated, the country in which it is incorporated;

( b ) if it is unincorporated, the address of its principal place of business.

• (3) The following information shall be given with respect to the shares of the undertaking held by the parent company.

• (4) There shall be stated—

( a ) the identity of each class of shares held, and

( b ) the proportion of the nominal value of the shares of that class represented by those shares.

21.—(1) There shall also be stated—

( a ) the aggregate amount of the capital and reserves of the undertakings at the end of its relevant financial year, and

( b ) its profit or loss for that year.

• (2) That information need not be given in respect of an undertaking if—

( a ) the undertaking is not otherwise required to publish its accounts, and

( b ) the company's holding is less than 50 per cent of the nominal value of the shares in the undertaking.

• (3) Information otherwise required by this paragraph need not be given if it is not material.

PARENT UNDERTAKING DRAWING UP ACCOUNTS FOR LARGER GROUP

22.—(1) Where the parent company is itself a subsidiary undertaking, the following information shall be given with respect to that parent undertaking of the company which heads—

( a ) the largest group of undertakings for which group accounts are drawn up and of which that company is a member, and

( b ) the smallest such group of undertakings.

• (2) The name of the parent undertaking shall be stated.

• (3) There shall be stated—

( a ) if the undertaking is incorporated, the country in which it is incorporated;

( b ) if it is unincorporated, the address of its principal place of business.

• (4) If copies of the group accounts referred to in sub-paragraph (1) are available to the public, there shall also be stated the addresses from which copies of the accounts can be obtained.

PART IV INTERPRETATION

General

"Banking activities" means activities normally undertaken by a bank or building society;

"Banking transactions" means transactions entered into in the normal course of a deposit taking business within the meaning of the Central Bank Act 1989 ;

"Fellow subsidiary": an undertaking shall be treated as a fellow subsidiary of another undertaking if both are subsidiaries of the same undertaking but neither is the other's;

"Financial fixed assets" means loans and advances and securities held as fixed assets; participating interests and shareholdings in group undertakings shall be regarded as financial fixed assets;

"Fungible assets" means assets of any description which are substantially indistinguishable one from another;

"Group" means a parent undertaking and its subsidiary undertakings;

"Group Undertakings" has the meaning assigned to it by paragraph 64 of the Schedule to the Act of 1986 as amended by the Schedule to the European Communities (Companies; Group Accounts) Regulations, 1992;

"Included in the consolidation", in relation to group accounts, or "included in consolidated group accounts", means that the undertaking is included in the accounts by the method of full (and not proportional) consolidation, and references to an undertaking excluded from consolidation shall be construed accordingly;

"Lease" includes an agreement for a lease;

"Listed security" means a security listed on a recognised stock exchange, and the expression "unlisted security" shall be construed accordingly;

"Long lease" means a lease in the case of which the portion of the term for which it was granted remaining unexpired at the end of the financial year is not less than 50 years;

"Parent" means a holding company;

"Participating interest" and "qualifying capital interest" have the meanings assigned to them by regulation 35 of the European Communities (Companies; Group Accounts) Regulations, 1992;

"Repayable on demand", in connection with deposits, loans or advances, means those amounts which can at any time be withdrawn or demanded without notice or for which a maturity or period of notice of not more than 24 hours or one working day has been agreed;

"Sale and repurchase transaction" means a transaction which involves the transfer by a credit institution or customer ("the transferor") to another credit institution or customer ("the transferee") of assets subject to an agreement that the same assets, or (in the case of fungible assets) equivalent assets, will subsequently be transferred back to the transferor at a specified price on a date specified or to be specified by the transferor; but the following shall not be regarded as sale and repurchase transactions: forward exchange transactions, options, transactions involving the issue of debt securities with a commitment to repurchase all or part of the issue before maturity or any similar transactions;

"Sale and option to resell transaction" means a transaction which involves the transfer by a credit institution or customer ("the transferor") to another credit institution or customer ("the transferee") of assets subject to an agreement that the transferee is entitled to require the subsequent transfer of the same assets, or (in the case of fungible assets) equivalent assets, back to the transferor at the purchase price or another price agreed in advance on a date specified or to be specified; and

"Short lease" means a lease which is not a long lease.

Loans

Materiality

Pensions and Emoluments

Provisions

( a ) references to provisions for depreciation or diminution in value of assets are to any amount written off by way of providing for depreciation or diminution in value of assets;

( b ) any reference in the profit and loss account formats or the notes thereto set out in Section B of Part I to the depreciation of, or amounts written off, assets of any description is to any provision for depreciation or diminution in value of assets of that description; and

( c ) references to provisions for liabilities or charges are to any amount retained as reasonably necessary for the purpose of providing for any liability or loss which is either likely to be incurred, or certain to be incurred but certain as to amount or as to the date on which it will arise.

Staff Costs

( a ) "Social security costs" means any contributions by the company to any state social security or pension scheme, fund or arrangement;

( b ) "Pension costs" includes any other contributions by the company for the purposes of any pension scheme established for the purpose of providing pensions for persons employed by the company, any sums set aside for that purpose and any amounts paid by the company in respect of pensions without first being so set aside; and

( c ) any amount stated in respect of either of the above items or in respect of the item "wages and salaries" in the company's profit and loss account shall be determined by references to payments made or costs incurred in respect of all persons employed by the company during the financial year who are taken into account in determining the relevant annual number for the purposes of paragraph 77 (1) (a).

GIVEN under my Official Seal, this 2nd day of October, 1992.

B. AHERN,

Minister for Finance.

EXPLANATORY NOTE.

The purpose of these Regulations is to give legal effect to Council Directive 86/635/EC on the annual accounts and consolidated accounts of banks and other financial institutions, and to Council Directive 89/117/EC on the obligations of branches established in a Member State of credit institutions and financial institutions having their head offices outside the Member State regarding the publication of annual accounting documents.

The Regulations apply to licensed banks in the State and to the ACC Bank and ICC Bank. They require the bank in question to draw up and publish individual and group accounts in accordance with the Regulations and the Schedule to the Regulations. They contain provisions relating to the accounting treatment and disclosure requirements of subsidiaries, associated undertakings and joint ventures and the material to be contained in the report of the directors and the auditors. The Regulations also provide for penalties for non-compliance of up to £1,000 and 12 months imprisonment.

The Schedule to the Regulations contains provisions governing the form and content of accounts, the format of the balance sheet and profit and loss accounts, the valuation of items in the accounts and the information to be given in the notes to the accounts. The Schedule also deals with the rules regarding the preparation of group accounts and sets out the nature and content of the information to be given in relation to subsidiary and other related undertakings.

The Regulations require branches of foreign banks in the State to publish the accounts of the undertaking to which they belong. The Central Bank may also require branches to publish certain information about the activities of the branches themselves in accordance with the EC Directives referred to above.

The Regulations apply in respect of all financial years of the relevant institutions beginning on or after 1 January 1993.