IRISH COLLECTIVE ASSET-MANAGEMENT VEHICLES ACT 2015

• (c) an order for the purchase of the shares of any members of the ICAV by other members of the ICAV or by the ICAV and, in the case of a purchase by the ICAV, for the reduction accordingly of the ICAV’s capital;

• (d) an order for the payment of compensation.

• (4) Where an order under this section makes any amendment of an ICAV’s instrument of incorporation, then, despite anything in any other provision of this Act but subject to the provisions of the order, the ICAV concerned shall not have power without the leave of the High Court to make any further amendment of the instrument of incorporation inconsistent with the provisions of the order.

• (5) However, subject to subsection (4), the amendment made by the order shall be of the same effect as if duly made by resolution of the ICAV, and the provisions of this Act shall apply to the instrument of incorporation as so amended accordingly.

• (6) A certified copy of any order under this section amending or giving leave to amend an ICAV’s instrument of incorporation shall, within 21 days after the day on which it is made, be delivered by the ICAV to the Bank for registration.

• (7) If an ICAV fails to comply with subsection (6), the ICAV and any officer of it who is in default commits a category 3 offence.

• (8) Each of the following:

• (a) the personal representative of a person who, at the date of his or her death was a member of an ICAV;

• (b) any trustee of, or person beneficially interested in, the shares of an ICAV by virtue of the will or intestacy of any such person;

may apply to the High Court under subsection (1) for an order under this section and, accordingly, any reference in that subsection to a member of an ICAV shall be construed as including a reference to any such personal representative, trustee or person beneficially interested or to all of them.

• (9) If, in the opinion of the High Court, the hearing of proceedings under this section would involve the disclosure of information, the publication of which would be seriously prejudicial to the legitimate interests of the ICAV, the High Court may order that the hearing of the proceedings or any part of them shall be in camera.

PART 4 Directors and Other Officers

Chapter 1 Appointment, removal etc.

56. Number of directors

56. An ICAV shall have at least 2 directors.

57. Secretary

57. (1) An ICAV shall have a secretary or joint secretaries, who may be one of the directors.

• (2) Anything required or authorised to be done by or to the secretary may, if the office is vacant or there is for any other reason no secretary capable of acting, be done by or to any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or to any officer of the ICAV authorised generally or specially in that behalf by the directors.

• (3) Subject to section 11(6), the secretary shall be appointed by the directors of the company for such term, at such remuneration and on such conditions as they may think fit; and any secretary so appointed may be removed by them.

• (4) The directors of a company shall have a duty to ensure that the person appointed as secretary has the skills necessary to discharge his or her statutory and other legal duties and such other duties as may be delegated to the secretary by the directors.

• (5) The cases to which subsection (4) applies includes the case of an appointment of one of the directors of the company as secretary.

• (6) In subsections (2) to (5) references to a secretary include references to joint secretaries.

58. Prohibition on body corporate being director

58. (1) An ICAV shall not have as a director of the ICAV a body corporate or an unincorporated body of persons.

• (2) Any purported appointment of a body corporate or an unincorporated body of persons as a director of an ICAV shall be void.

59. Avoidance of acts done by person in dual capacity as director and secretary

59. A provision contained in this Act or any instrument made under it or in the instrument of incorporation of an ICAV requiring or authorising a thing to be done by or to a director and the secretary of an ICAV shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.

60. Validity of acts of directors

60. The acts of a director of an ICAV shall be valid despite any defect which may afterwards be discovered in the director’s appointment or qualification.

61. Appointment of directors to be voted on individually

61. (1) At a general meeting of an ICAV, a motion for the appointment of 2 or more persons as directors of the ICAV by a single resolution shall not be made, unless a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it.

• (2) Subject to subsections (3) and (4), a resolution moved in contravention of this section shall be void, whether or not its being so moved was objected to at the time.

• (3) Subsection (2) shall not be taken as excluding the operation of section 60.

• (4) Where a resolution moved in contravention of this section is passed, no provision for the automatic re-appointment of retiring directors in default of another appointment shall apply.

• (5) For the purposes of this section, a motion for approving a person’s appointment or for nominating a person for appointment shall be treated as a motion for the person’s appointment.

• (6) Nothing in this section shall apply to a resolution altering an ICAV’s instrument of incorporation.

62. Removal of directors

62. (1) An ICAV may by ordinary resolution remove a director before the end of the director’s period of office despite anything in its instrument of incorporation or in any agreement between the ICAV and the director.

• (2) In the case of a resolution to remove a director under this section, or to appoint somebody instead of the director so removed at the meeting at which he or she is removed, the following provisions shall apply:

• (a) the ICAV shall be given not less than 28 days’ notice of the intention to move the resolution unless the directors of the ICAV have resolved to submit it;

• (b) on receipt of the notice the ICAV shall forthwith send a copy of the resolution to the director concerned, and the director (whether or not a member of the ICAV) shall be entitled to be heard on the resolution at the meeting;

• (c) the ICAV shall give its members notice of the resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice of it, either by advertisement in a daily newspaper circulating in the district in which the registered office of the ICAV is situated or in any other mode allowed by the instrument of incorporation not less than 21 days before the date of the meeting.

• (3) If subsection (2) has not been complied with, the resolution shall, subject to subsection (4), not be effective.

• (4) If, after notice of the intention to move a resolution such as is mentioned in subsection (2) has been given to the ICAV, a meeting is called for a date 28 days or less after the date on which the notice has been given, the notice, though not given within the time required by paragraph (a) of subsection (2), shall be deemed to have been properly given for the purposes of that paragraph.

• (5) Subject to subsection (7), where notice is given of an intended resolution to remove a director and the director concerned makes in relation to the resolution representations in writing to the ICAV (not exceeding a reasonable length) and requests their notification to the members of the ICAV, the ICAV shall (unless the representations are received by it too late for it to do so)—

• (a) in any notice of the resolution given to members of the ICAV, state the fact that the representations have been made, and

• (b) send a copy of the representations to every member of the ICAV to whom notice of the meeting is sent (whether before or after receipt of the representations by the ICAV).

• (6) If a copy of the representations is not sent as mentioned in subsection (5) (whether because they were received too late or because of the ICAV’s default), the director may (without prejudice to his or her right to be heard orally) require that the representations be read out at the meeting.

• (7) Copies of the representations need not be sent out, and the representations need not be read out at the meeting, as mentioned in subsection (5) or (6), if, on the application either of the ICAV or of any other person who claims to be aggrieved, the High Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and orders that those things need not be done.

• (8) The High Court may order the ICAV’s costs on an application under subsection (7) to be paid in whole or in part by the director concerned, even if the director is not a party to the application.

63. Prohibition of undischarged bankrupt acting as officer etc. of ICAV

63. (1) If any person being an undischarged bankrupt acts as a director or secretary of, or directly or indirectly takes part or is concerned in the promotion, formation or management of, an ICAV except with the leave of the High Court, the person commits a category 2 offence.

• (2) Where a person is convicted of an offence under subsection (1) the person shall be deemed to be subject to a disqualification order from the date of such conviction if he or she was not, or was not deemed to be, subject to such an order on that date.

64. Examination as to solvency status of director etc.

64. (1) Where the Director of Corporate Enforcement has reason to believe that a director or secretary of an ICAV is an undischarged bankrupt, the Director may require the director or secretary of the ICAV to produce by a specified date a sworn statement of all relevant facts pertaining to the director’s, or secretary’s, financial position, both within the State and elsewhere, and, in particular, to any matter pertaining to bankruptcy as at a particular date.

• (2) The High Court may, on the application of the Director of Corporate Enforcement, require a director or secretary of an ICAV who has made a statement under subsection (1) to appear before it and answer on oath any question pertaining to the content of the statement.

• (3) The High Court may, on the application of the Director of Corporate Enforcement, make a disqualification order against a person who is a director or secretary of an ICAV, to be for such period as the High Court specifies, on the grounds that the person is an undischarged bankrupt.

• (4) A director or secretary of an ICAV who fails to comply with a requirement under subsection (1) commits a category 3 offence.

65. Register of directors and secretaries

65. (1) An ICAV shall keep at its registered office a register of its directors and secretaries and, if any, its deputy and assistant secretaries.

• (2) Subject to subsection (3), the register shall contain the following particulars relating to each director:

• (a) present forename and surname and any former forename and surname;

• (b) date of birth;

• (c) usual residential address;

• (d) nationality;

• (e) business occupation, if any;

• (f) particulars of any other present or former directorships of bodies corporate, whether incorporated in the State or elsewhere.

• (3) It is not necessary for the register to contain on any day particulars of any directorship—

• (a) which has not been held by a director at any time during the 5 years preceding that day, or

• (b) which is held or was held by a director in bodies corporate of which the ICAV is or was the wholly-owned subsidiary or which are or were the wholly-owned subsidiaries either of the ICAV or of another body corporate of which the ICAV is or was the wholly-owned subsidiary,

and for the purposes of this subsection a body corporate is the wholly-owned subsidiary of another if it has no members except that other and that other’s wholly-owned subsidiaries and its or their nominees.

• (4) Subject to subsection (5), the register shall contain the following particulars relating to the secretary or, where there are joint secretaries, in relation to each of them, any deputy secretary or any assistant secretary:

• (a) in the case of an individual, present forename and surname, any former forename and surname, usual residential address and date of birth;

• (b) in the case of a body corporate, the corporate name and, if the body corporate is registered, its registered office, the register in which it is registered and its number in that register.

• (5) Where all the partners in a firm are joint secretaries of an ICAV, the name and principal office of the firm may be stated instead of those particulars.

• (6) The ICAV shall, within 14 days after the date of the happening of—

• (a) any change among its directors or in its secretary or deputy or assistant secretary, or

• (b) any change in any of the particulars contained in the register,

send to the Bank a notification in writing of the change and of the date on which it occurred.

• (7) In the case of a person who is a director of more than one ICAV the following provisions apply:

• (a) the person may send a notification in writing to the Bank of a change in usual residential address or of a change in name and (in each case) of the date on which the change occurred;

• (b) if such a notification is sent to the Bank and each ICAV is listed in the notification as being one of which the person is a director—

• (i) each ICAV shall be relieved, as respects, and only as respects, that particular change or, as the case may be, those particular changes, of the obligation under subsection (6) to send a notification of it or them to the Bank, and

• (ii) the Bank may proceed to record the relevant change or changes concerning the person in relation to each ICAV.

• (8) A notification sent to the Bank pursuant to subsection (6) of the appointment of a person as a director, secretary or joint secretary, deputy secretary or assistant secretary of an ICAV shall be accompanied by a consent signed by that person to act as director, secretary or joint secretary, deputy secretary or assistant secretary, as the case may be.

• (9) For the purposes of this section—

• (a) in the case of a person usually known by a title different from his or her surname, the expression “surname” means that title,

• (b) references to a “former forename or surname” do not include—

• (i) in the case of a person usually known by a title different from his or her surname, the name by which he or she was known previous to the adoption of or succession to the title,

• (ii) in the case of any person, a former forename or surname where that name or surname was changed or disused before the person bearing the name attained the age of 18 years or has been changed or disused for a period of not less than 20 years, or

• (iii) in the case of a married woman, the name or surname by which she was known previous to her marriage.

66. Provisions supplementary to section 65

66. (1) Without prejudice to section 65(6), a change among the directors for the purposes of that provision includes the case of a director’s becoming disqualified under the law of a country or territory other than the State (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or an undertaking; and, accordingly, in such a case the notification under section 65(6) shall state in relation to the director—

• (a) the jurisdiction in which the director became disqualified,

• (b) the date on which the director became disqualified, and

• (c) the period for which the director is disqualified.

• (2) Without prejudice to subsection (1) and to the requirement under section 65(8) that the notification be accompanied by the consent referred to there, if—

• (a) the notification sent to the Bank pursuant to section 65(6) is a notification of the appointment of a person as a director of an ICAV, and

• (b) that person is a person who is disqualified under the law of a country or territory other than the State (whether pursuant to an order of a judge or a tribunal or otherwise) from being appointed or acting as a director or secretary of a body corporate or an undertaking,

that person shall secure that the notification is accompanied by a statement in writing and signed by that person specifying—

• (i) the jurisdiction in which the person became disqualified,

• (ii) the date on which the person became disqualified, and

• (iii) the period for which the person is disqualified.

• (3) It shall be the duty of each director and secretary and deputy or assistant secretary of an ICAV to give information in writing to the ICAV as soon as may be of such matters as may be necessary to enable the ICAV to comply with section 65 and the preceding provisions of this section.

• (4) If default is made in complying with section 65, the ICAV and any officer of it who is in default commits a category 3 offence.

• (5) A person who fails to comply with subsection (1), (2) or (3) commits a category 3 offence.

67. Entitlement to notify Bank of changes if section 65(6) contravened

67. (1) This section applies if an ICAV fails to send, in accordance with section 65(6), a notification, in the specified form, to the Bank of the fact of a person’s having ceased, for whatever reason, to be a director or secretary of the ICAV and of the date on which that event occurred.

• (2) The former director or secretary may serve on the ICAV a notice—

• (a) requesting it to send forthwith the notification of that matter in the specified form to the Bank, and

• (b) stating that, if the ICAV fails to comply with that request within 21 days after the date of the service of the notice on it, he or she will forward to the Bank and to every person who, to his or her knowledge, is an officer of the ICAV a copy of any notice of resignation by him or her as a director or secretary of the ICAV or any other documentary proof of his or her having ceased to be such a director or secretary together with what is required to be forwarded by subsection (3) .

• (3) This subsection requires to be forwarded—

• (a) to the Bank, such additional information as may be specified by the Bank (which may include a statutory declaration made by the former director or secretary stating the names of the persons who, to his or her knowledge, are officers of the ICAV), and

• (b) to every other person who, to his or her knowledge, is an officer of the ICAV, a written request of the person that he or she take such steps as will ensure that the failure of the ICAV to comply with the notice continues no further.

• (4) If an ICAV fails to comply with a request made of it under a notice referred to in subsection (2) the person who served the notice may forward to the Bank and to every person who, to his or her knowledge, is an officer of the ICAV a copy of the notice of resignation or other documentary proof referred to in subsection (2)(b) if, but only if, there is forwarded together with that notice or proof—

• (a) in the case of the Bank, the additional information referred to in subsection (3)(a), and

• (b) in the case of every other such person, the written request referred to in subsection (3)(b).

• (5) No notice of resignation or other documentary proof of a person’s having ceased to be a director or secretary of an ICAV which is forwarded to the Bank by that person (other than such a notice or other proof which is forwarded under this section) shall be considered by the Bank.

• (6) No additional information referred to in subsection (3)(a) that is—

• (a) included in a notice of resignation or other documentary proof referred to in this section, and

• (b) forwarded, under and in accordance with this section, to the Bank,

shall, of itself, be regarded as constituting defamatory matter.

68. Particulars relating to directors to be shown on all business letters

68. (1) Subject to subsection (2), an ICAV shall, in all business letters on or in which the ICAV’s name appears and which are sent by the ICAV to any person, state in legible characters in relation to every director the following particulars:

• (a) the director’s present forename, or initials, and present surname;

• (b) any former forenames and surnames of the director;

• (c) the director’s nationality, if not Irish.

• (2) If special circumstances exist which render it in the opinion of the Bank expedient that such an exemption should be granted, the Bank may, subject to such conditions as it may think fit, grant exemption from the obligations imposed by subsection (1).

• (3) If an ICAV makes default in complying with this section, the ICAV and any officer of it who is in default commits a category 3 offence.

• (4) For the purposes of this section—

• (a) “director” includes a shadow director and “officer” shall be construed accordingly;

• (b) “initials” includes a recognised abbreviation of a forename;

• (c) subsection (9) of section 65 shall apply as it applies for the purposes of that section.

Chapter 2 Controls of directors

69. Prohibition of tax-free payments to directors

69. (1) It shall not be lawful for an ICAV to pay a director of the ICAV remuneration (whether as director or otherwise)—

• (a) free of income tax or the universal social charge, or

• (b) otherwise calculated by reference to or varying with the amount of the director’s income or to or with the rate of income tax.

• (2) Any provision contained in—

• (a) an ICAV’s instrument of incorporation,

• (b) any contract, or

• (c) any resolution of an ICAV or an ICAV’s directors,

for payment to a director of remuneration in the manner referred to in subsection (1) shall have effect as if it provided for payment, as a gross sum subject to income tax or the universal social charge, of the net sum for which it actually provides.

70. Payment of compensation

70. (1) It shall not be lawful for an ICAV to make to any director of the ICAV any payment by way of compensation for loss of office, or as consideration for or in connection with retirement from office, unless the following conditions are first satisfied.

• (2) Those conditions are—

• (a) that particulars relating to the proposed payment (including its amount) are disclosed to the members of the ICAV, and

• (b) that the proposal is approved by resolution of the ICAV in general meeting.

• (3) Where a payment which is unlawful under subsection (1) is made to a director of an ICAV, the ICAV and any officer of it who is in default commits a category 3 offence.

71. Duty of director to disclose payments made in connection with transfer of shares

71. (1) The following duty arises on the part of a director where, in connection with the transfer to any persons of all or any of the shares in an ICAV being a transfer resulting from—

• (a) an offer made to the general body of shareholders,

• (b) an offer made by or on behalf of some other body corporate, with a view to the ICAV becoming its subsidiary or a subsidiary of its holding company,

• (c) an offer made by or on behalf of an individual with a view to his or her obtaining the right to exercise or control the exercise of not less than one-third of the voting power at any general meeting of the ICAV, or

• (d) any other offer which is conditional on acceptance to a given extent,

a payment is to be made to the director of the ICAV by way of compensation for loss of office, or as a consideration for or in connection with retirement from office.

• (2) That duty on the part of the director is to take all reasonable steps to secure that particulars of the proposed payment (including its amount) shall be included in or sent with any notice of the offer made for their shares which is given to any shareholders.

• (3) If—

• (a) any such director fails to take reasonable steps as mentioned in subsection (2), or

• (b) any person who has been properly required by any such director to include the particulars specified in that subsection in, or send them with, any such notice so mentioned fails so to do,

he or she commits a category 3 offence.

• (4) Unless—

• (a) the requirements of subsections (1) and (2) are complied with in relation to any such payment as is mentioned in subsection (1), and

• (b) the making of the proposed payment is, before the transfer of any shares in pursuance of the offer, approved by a meeting summoned for the purpose of the holders of the shares to which the offer relates and of other holders of shares of the same class as any of those shares,

any sum received by the director on account of the payment shall be deemed to have been received by him or her in trust for any persons who have sold their shares as a result of the offer made, and the expenses incurred by him or her in distributing that sum among those persons shall be borne by him or her and not retained out of that sum.

• (5) Where the shareholders referred to in paragraph (b) of subsection (4) are not all the members of the ICAV and no provision is made by the instrument of incorporation for summoning or regulating such a meeting as is mentioned in that paragraph, the provisions of this Act and of the ICAV’s instrument of incorporation relating to general meetings of the ICAV shall, for that purpose, apply to the meeting either without modification or with such modifications as the Bank on the application of any person concerned may specify for the purpose of adapting them to the circumstances of the meeting.

• (6) If at a meeting summoned for the purpose of approving any payment as required by paragraph (b) of subsection (4), a quorum is not present and, after the meeting has been adjourned to a later date, a quorum is again not present, the payment shall be deemed, for the purposes of that subsection, to have been approved.

72. Sections 70 and 71: supplementary

72. (1) Where in proceedings for the recovery of any payment as having, by virtue of any provision of section 70 or 71, been received by any person in trust, it is shown that—

• (a) the payment was made in pursuance of any arrangement entered into as part of the agreement for the transfer in question, or within one year before or 2 years after that agreement or the offer leading to it, and

• (b) the ICAV or any person to whom the transfer was made was privy to that arrangement,

the payment shall be deemed, except in so far as the contrary is shown, to be one to which the provisions apply.

• (2) If in connection with any such transfer as is mentioned in section 70 or 71 —

• (a) the price to be paid to a director of the ICAV for any shares in the ICAV held by him or her is in excess of the price which could at the time have been obtained by other holders of the like shares, or

• (b) any valuable consideration is given to any such director,

the excess or the money value of the consideration, as the case may be, shall, for the purposes of that section, be deemed to have been a payment made to him or her by way of compensation for loss of office or as consideration for or in connection with retirement from office.

• (3) References in sections 70 and 71 to payments to any director of an ICAV by way of compensation for loss of office, or as consideration for or in connection with retirement from office, include payments to him or her by way of compensation for—

• (a) loss of office as director of the ICAV, or

• (b) the loss, while director of the ICAV, or on or in connection with his or her ceasing to be a director of the ICAV, of any other office in connection with the management of the ICAV’s affairs or of any office as director or otherwise in connection with the management of the affairs of any subsidiary,

but do not include any bona fide payment by way of damages for breach of contract or by way of pension in respect of past services, and for the purposes of this subsection “pension” includes any superannuation allowance, superannuation gratuity or similar payment.

• (4) Nothing in section 70 or 71 shall be taken to prejudice—

• (a) the operation of any rule of law requiring disclosure to be made with respect to any such payments as are mentioned in that section or with respect to any other like payments made or to be made to the directors of an ICAV, or

• (b) the operation of any rule of law in relation to the accountability (if any) of any director for any such payment received by him.

• (5) References in sections 70 and 71 and this section to a director include references to a former director.

73. Contracts of employment of directors

73. (1) In this section “relevant term” means any term by which a director’s employment with the ICAV of which he or she is a director or, where he or she is the director of a holding company, his or her employment within the group is to continue, or may be continued, otherwise than at the instance of the ICAV, for a period exceeding 5 years during which the employment—

• (a) cannot be terminated by the ICAV by notice, or

• (b) can be so terminated only in specified circumstances.

• (2) References in subsection (1) to employment being continued (or its potential to be continued) are references to its being continued (or its potential to be continued) whether under the original agreement or under a new agreement entered into in pursuance of the original agreement.

• (3) An ICAV shall not incorporate in any agreement a term to which this section applies unless the term is first approved by a resolution of the ICAV in general meeting and, in the case of a director of a holding company, by a resolution of the holding company in general meeting.

• (4) A resolution of an ICAV approving a term to which this section applies shall not be passed at a general meeting of the ICAV unless a written memorandum setting out the proposed agreement incorporating the term is available for inspection by members of the ICAV both—

• (a) at the registered office of the ICAV for not less than the period of 15 days ending with the date of the meeting, and

• (b) at the meeting itself.

• (5) A term incorporated in an agreement in contravention of this section shall to the extent that it contravenes this section be void; and that agreement shall be deemed to contain a term entitling the ICAV to terminate it at any time by the giving of reasonable notice.

• (6) In this section—

“employment” includes employment under a contract for services;

“group”, in relation to a director of a holding company, means the group which consists of the holding company and its subsidiaries.

74. Section 73: anti-avoidance

74. (1) In any case where—

• (a) a person is or is to be employed with an ICAV under an agreement which cannot be terminated by the ICAV by notice or can be so terminated only in specified circumstances, and

• (b) more than 6 months before the end of the period for which the person is or is to be so employed, the ICAV enters into a further agreement (otherwise than in pursuance of a right conferred by or by virtue of the original agreement on the other party to it) under which the person is to be employed with the ICAV or, where the person is a director of a holding company, within the group,

the definition of “relevant term” in section 73 shall apply as if to the period for which the person is to be employed under that further agreement there were added a further period equal to the unexpired period of the original agreement.

• (2) Where subsection (1) has effect in relation to the definition of “relevant term” in section 73,subsection (5) of that section has effect as if “and the agreement and the original agreement shall each be deemed to contain a term entitling the ICAV to terminate it at any time by the giving of reasonable notice” were substituted for “and that agreement shall be deemed to contain a term entitling the ICAV to terminate it at any time by the giving of reasonable notice”.

75. Prohibition of loans etc. to directors and connected persons

75. (1) An ICAV shall not—

• (a) make a loan or a quasi-loan to a director of the ICAV or its holding company or to a person connected with such a director,

• (b) enter into a credit transaction as creditor for such a director or a person so connected, or

• (c) enter into a guarantee or provide any security in connection with a loan, quasi- loan or credit transaction made by any other person for such a director or a person so connected.

• (2) An ICAV shall not arrange for the assignment to it or the assumption by it of any rights, obligations or liabilities under a transaction which, if it had been entered into by the ICAV, would have contravened subsection (1); but for the purposes of this Act the transaction shall be treated as having been entered into on the date of the arrangement.

• (3) An ICAV shall not take part in any arrangement whereby—

• (a) another person enters into a transaction which, if it had been entered into by the ICAV, would have contravened subsection (1) or (2), and

• (b) that other person, in pursuance of the arrangement, has obtained or is to obtain any benefit from the ICAV.

• (4) Where an ICAV contravenes subsection (1), (2) or (3), the ICAV and any officer of it who is in default commits a category 2 offence.

• (5) Where an ICAV enters into a transaction or arrangement in contravention of subsection (1) or (2) the transaction or arrangement shall be voidable at the instance of the ICAV unless—

• (a) restitution of any money or any other asset which is the subject matter of the arrangement or transaction is no longer possible, or the ICAV has been indemnified in pursuance of subsection (6)(b) for the loss or damage suffered by it, or

• (b) any rights acquired bona fide for value and without actual notice of the contravention by any person, other than the person for whom the transaction or arrangement was made, would be affected by its avoidance.

• (6) Without prejudice to any liability imposed otherwise than by this subsection but subject to subsection (7), where an arrangement or transaction is made by an ICAV for a director of the ICAV or person connected with such a director in contravention of subsection (1) or (2), that director and the person so connected and any other director of the ICAV who authorised the transaction or arrangement shall (whether or not it has been avoided in pursuance of subsection (5)) be liable—

• (a) to account to the ICAV for any gain which he or she has made directly or indirectly by the arrangement or transaction, and

• (b) (jointly and severally with any other person liable under this subsection) to indemnify the ICAV for any loss or damage resulting from the arrangement or transaction.

• (7) Where an arrangement or transaction is entered into by an ICAV and a person connected with a director of the ICAV in contravention of subsection (1) or (2) that director shall not be liable under subsection (6) if the person shows that he or she took all reasonable steps to secure the ICAV’s compliance with that subsection and, in any case, a person so connected and any such other director as is mentioned in subsection (6) shall not be so liable if he or she shows that, at the time the arrangement or transaction was entered into, he or she did not know the relevant circumstances constituting the contravention.

76. Section 75: supplementary

76. (1) In section 75 “guarantee” includes indemnity.

• (2) For the purposes of section 75 —

• (a) a quasi-loan is a transaction under which one party (“the creditor”) agrees to pay, or pays otherwise than in pursuance of an agreement, a sum for another (“the borrower”) or agrees to reimburse, or reimburses otherwise than in pursuance of an agreement, expenditure incurred by another party for another (“the borrower”)—

• (i) on terms that the borrower (or a person on the borrower’s behalf) will reimburse the creditor, or

• (ii) in circumstances giving rise to a liability on the borrower to reimburse the creditor,

• (b) any reference to the person to whom a quasi-loan is made is a reference to the borrower, and

• (c) the liabilities of a borrower under a quasi-loan include the liabilities of any person who has agreed to reimburse the creditor on behalf of the borrower.

• (3) For the purposes of section 75, a credit transaction is a transaction under which one party (“the creditor”)—

• (a) supplies any goods or sells any land under a hire-purchase agreement or conditional sale agreement,

• (b) leases or licenses the use of land or hires goods in return for periodical payments, or

• (c) otherwise disposes of land or supplies goods or services on the understanding that payment (whether in a lump-sum or instalments or by way of periodical payments or otherwise) is to be deferred,

but a lease of land which reserves a nominal annual rent of not more than €100 is not a credit transaction where an ICAV grants the lease in return for a premium or capital payment which represents the open market value of the land thereby disposed of by the ICAV.

• (4) For the purposes of section 75, the value of a transaction or arrangement is—

• (a) in the case of a loan, the principal of the loan,

• (b) in the case of a quasi-loan, the amount, or maximum amount, which the person to whom the quasi-loan is made is liable to reimburse the creditor,

• (c) in the case of a guarantee or security, the amount guaranteed or secured, and

• (d) in the case of a transaction or arrangement, the price which it is reasonable to expect could be obtained for the goods, land or services to which the transaction or arrangement relates if they had been supplied at the time the transaction or arrangement is entered into in the ordinary course of business and on the same terms (apart from price) as they have been supplied or are to be supplied under the transaction or arrangement in question or the value of the transaction to which the arrangement relates less any amount by which the liabilities under the arrangement or transaction of the person for whom the transaction was made have been reduced.

• (5) For the purposes of subsection (4), the value of a transaction or arrangement which is not capable of being expressed as a specific sum of money (because the amount of any liability arising under the transaction is unascertainable, or for any other reason) shall, whether or not any liability under the transaction has been reduced, be deemed to exceed €65,000.

• (6) For the purposes of section 75, a transaction or arrangement is made for a person if—

• (a) in the case of a loan or quasi-loan, it is made to the person,

• (b) in the case of a credit transaction, the person is one to whom goods or services are supplied, or land is sold or otherwise disposed of, under the transaction,

• (c) in the case of a guarantee or security, it is entered into or provided in connection with a loan or quasi-loan made to the person or a credit transaction made for the person, and

• (d) in the case of a transaction or arrangement for the supply or transfer of goods, land or services (or any interest therein), the person is the person to whom the goods, land or services (or the interest) are supplied or transferred or for whom the arrangement was made.

• (7) Section 75 has effect in relation to an arrangement or transaction whether governed by the law of the State or of another country.

77. Section 75: connected persons

77. (1) For the purposes of section 75, a person is connected with a director of an ICAV if, but only if, the person (not being a director of the ICAV) is—

• (a) the director’s spouse, civil partner within the meaning of the Civil Partnership and Certain Rights and Obligations of Cohabitants Act 2010, parent, brother, sister or child,

• (b) a person acting as the trustee of any trust, the principal beneficiaries of which are the director, the director’s spouse or civil partner or any of the director’s children or any body corporate which the director controls, or

• (c) in partnership, within the meaning of section 1(1) of the Partnership Act 1890, with the director.

• (2) A body corporate shall also be deemed to be connected with a director of an ICAV if it is controlled by that director.

• (3) For the purposes of this section, a director of an ICAV shall be deemed to control a body corporate if, but only if, the director is, alone or together with any other director or directors of the ICAV, or any person connected with the director or such other director or directors, interested in one-half or more of the equity share capital of that body or entitled to exercise or control the exercise of one-half or more of the voting power at any general meeting of that body.

• (4) In subsection (3) —

• (a) “equity share capital”, in relation to an ICAV, means its issued share capital excluding any part of it which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution;

• (b) references to voting power exercised by a director shall include references to voting power exercised by another body corporate which that director controls.

77A. F15[Intra-group transactions

77A. (1) Section 77 does not prohibit an ICAV from—

• (a) making a loan or quasi-loan to any body corporate which is its holding company, subsidiary or a subsidiary of its holding company, or

• (b) entering into a guarantee or providing any security in connection with a loan or quasi-loan made by any person to any body corporate which is its holding company, subsidiary or a subsidiary of its holding company.

• (2) Section 77 does not prohibit an ICAV from—

• (a) entering into a credit transaction as creditor for any body corporate which is its holding company, subsidiary or a subsidiary of its holding company, or

• (b) entering into a guarantee or providing any security in connection with any credit transaction made by any other person for any body corporate which is its holding company, subsidiary or a subsidiary of its holding company.]

Chapter 3 Other matters

78. Fiduciary duties of directors of ICAVs

78. (1) Without prejudice to the provisions of any enactment (including this Act), a director of an ICAV shall owe the duties set out in section 79 (“the relevant duties”) to the ICAV (and the ICAV alone).

• (2) The breach by a director of the relevant duties shall not of itself affect—

• (a) the validity of any contract or other transaction, or

• (b) the enforceability, otherwise than by the director in breach of that duty, of any contract or other transaction by any person,

but nothing in this subsection affects the principles of liability of a third party where he or she has been an accessory to a breach of duty or has knowingly received a benefit from it.

• (3) The relevant duties (other than those set out in section 79(1)(b) and (h)) are based on certain common law rules and equitable principles as they apply in relation to the directors of bodies corporate and shall have effect in place of those rules and principles as regards the duties owed to an ICAV by a director.

• (4) The relevant duties (other than those set out in section 79(1)(b) and (h)) shall be interpreted, and the provisions concerned of section 79 shall be applied, in the same way as common law rules or equitable principles and regard shall be had to the corresponding common law rules and equitable principles in interpreting those duties and applying those provisions.

79. Statement of principal fiduciary duties of directors of ICAVs

79. (1) A director of an ICAV shall—

• (a) act in good faith in what the director considers to be the interests of the ICAV,

• (b) act honestly and responsibly in relation to the conduct of the affairs of the ICAV,

• (c) act in accordance with the instrument of incorporation of the ICAV and exercise his or her powers only for the purposes allowed by law,

• (d) not use the ICAV’s property, information or opportunities for his or her own or anyone else’s benefit unless—

• (i) that is expressly permitted by the ICAV’s instrument of incorporation, or

• (ii) the use has been approved by a resolution of the ICAV in general meeting,

• (e) not agree to restrict the director’s power to exercise an independent judgement unless—

• (i) that is expressly permitted by the ICAV’s instrument of incorporation,

• (ii) the case concerned falls within subsection (2), or

• (iii) the director’s agreeing to such has been approved by a resolution of the ICAV in general meeting,

• (f) avoid any conflict between the director’s duties to the ICAV and the director’s other (including personal) interests unless the director is released from his or her duty to the ICAV in relation to the matter concerned, whether in accordance with provisions of the ICAV’s instrument of incorporation in that behalf or by a resolution of it in general meeting,

• (g) exercise the care, skill and diligence which would be exercised in the same circumstances by a reasonable person having both—

• (i) the knowledge and experience that may reasonably be expected of a person in the same position as the director, and

• (ii) the knowledge and experience which the director has,

and

• (h) in addition to the duty under section 78, have regard to the interests of its members.

• (2) If a director of an ICAV considers in good faith that it is in the interests of the ICAV for a transaction or engagement to be entered into and carried into effect, a director may restrict the director’s power to exercise an independent judgement in the future by agreeing to act in a particular way to achieve this.

80. Directors to have regard to interests of employees

80. (1) The matters to which the directors of an ICAV are to have regard in the performance of their functions shall include the interests of the ICAV’s employees in general, as well as the interests of its members.

• (2) Accordingly, the duty imposed by this section on the directors shall be owed by them to the ICAV (and the ICAV alone) and shall be enforceable in the same way as any other fiduciary duty owed to an ICAV by its directors.

81. Register of shareholdings of directors etc.

81. (1) An ICAV shall keep a register showing, in relation to each director and secretary of the ICAV, the number, description and amount of any shares in or debentures of—

• (a) the ICAV, or

• (b) any other body corporate which is the ICAV’s subsidiary or holding company, or a subsidiary of the ICAV’s holding company,

which are held by, or in trust for, him or her, his or her spouse or any child of his or hers of which he or she has any right to become the holder (whether on payment or not).

• (2) The register need not include shares in any body corporate which is the wholly-owned subsidiary of another body corporate, and for this purpose a body corporate shall be deemed to be the wholly-owned subsidiary of another if it has no members but that other and that other’s wholly-owned subsidiaries and its or their nominees.

• (3) Subject to subsection (4), where any shares or debentures have to be, or cease to be, recorded in the register in relation to any director or secretary by reason of a transaction entered while he or she is a director or secretary the register shall also show the date of, and price or other consideration for, the transaction.

• (4) Where there is an interval between the agreement for any such transaction and the completion of it, the date shall be that of the agreement.

• (5) The nature and extent of the interest or right in or over any shares or debentures recorded in relation to a director or secretary in the register shall, if he or she so requires, be indicated in the register.

• (6) The ICAV shall not, by virtue of anything done for the purposes of this section, be affected with notice of, or put upon inquiry as to, the rights of any person in relation to any shares or debentures.

• (7) Subject to subsection (8), the register shall be kept at the same office as the register of members is kept, and shall be open to inspection during business hours (subject to such reasonable restrictions as the ICAV may by its instrument of incorporation or in general meeting impose, so that not less than 2 hours in each day be allowed for inspection) by any member or holder of debentures of the ICAV.

• (8) The register shall also be produced at the commencement of the ICAV’s annual general meeting and shall remain open and accessible during the continuance of the meeting to any person attending the meeting.

• (9) Any member or holder of debentures of the ICAV may require a copy of the register, or of any part thereof, on payment of €10, or such less sum as the ICAV may determine.

• (10) The ICAV shall cause any copy so required by any person to be sent to that person within 10 days after the day on which the requirement is received by the ICAV.

• (11) If default is made in complying with subsection (7), the ICAV and any officer of it who is in default commits a category 3 offence.

• (12) If default is made in complying with subsection (1) or (2), or if any inspection required under this section is refused or if any copy required under this section is not sent within the proper period, the ICAV and any officer of it who is in default commits a category 3 offence.

• (13) To ensure compliance with the provisions of this section the High Court may by order compel an inspection of the register or direct that the copies required shall be sent to the persons requiring them.

• (14) For the purposes of this section—

• (a) any person in accordance with whose directions or instructions the directors of an ICAV are accustomed to act shall be deemed to be a director of the ICAV;

• (b) a person shall be deemed to hold, or to have an interest in or right over, any shares or debentures in which the person has an interest jointly or in common with any other person or a limited, reversionary or contingent interest or an interest as the object of a discretionary trust;

• (c) a person shall be deemed to hold, or to have an interest or right in or over any shares or debentures if a body corporate other than the ICAV holds them or has that interest or right in or over them, and either—

• (i) that body corporate or its directors are accustomed to act in accordance with the person’s directions or instructions; or

• (ii) the person is entitled to exercise or control the exercise of one-third or more of the voting power at any general meeting of that body corporate.

82. Disclosure for purposes of section 81

82. (1) It shall be the duty of every director of an ICAV to give notice in writing to the ICAV of such matters relating to himself or herself as may be necessary for the purposes of section 81.

• (2) If any such notice is not given at a meeting of directors, the director or secretary, as the case may be, giving it shall take reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given.

• (3) A person who fails to comply with this section commits a category 3 offence.

83. Declaration of interest in contracts

83. (1) It shall be the duty of a director of an ICAV who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the ICAV to declare the nature of his or her interest at a meeting of the directors of the ICAV.

• (2) Subsection (1) does not apply in relation to an interest that cannot reasonably be regarded as likely to give rise to a conflict of interest.

• (3) The declaration required by this section to be made by a director shall—

• (a) in the case of a proposed contract, be made at the meeting of the directors at which the question of entering into the contract is first taken into consideration, or if the director was not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he or she became so interested,

• (b) in a case where the director becomes interested in a contract after it is made, be made at the first meeting of the directors held after the director becomes so interested.

• (4) Subject to subsection (5), for the purposes of this section, a general notice given to the directors of an ICAV by a director to the effect that—

• (a) he or she is a member of a specified ICAV, company or firm and is to be regarded as interested in any contract which may, after the date of the notice, be made with that ICAV, company or firm, or

• (b) he or she is to be regarded as interested in any contract which may after the date of the notice be made with a specified person who is connected with him or her (within the meaning of section 77),

shall be deemed to be a sufficient declaration of interest in relation to any such contract.

• (5) No such notice such as is mentioned in subsection (4) shall be of effect unless either it is given at a meeting of the directors or the director takes reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given.

• (6) This section applies in relation to a shadow director of an ICAV as it applies in relation to a director of an ICAV, except that the shadow director shall declare his or her interest, not at a meeting of the directors but by a notice in writing to the directors which is either—

• (a) a specific notice given before the date of the meeting at which, if he or she had been a director, the declaration would be required to be given, or

• (b) a notice which under subsection (4) is deemed to be a sufficient declaration of that interest or would fall to be so treated apart from subsection (5),

and section 88 shall have effect as if the declaration had been made at the meeting in question and had accordingly formed part of the proceedings at that meeting.

• (7) A copy of every declaration made and notice given in pursuance of this section shall, within 3 days after the date of the making or giving of it, be entered in a book kept by the ICAV for this purpose.

• (8) The book shall be open for inspection without charge by any director, secretary, auditor or member of the ICAV at the registered office of the ICAV and shall be produced at—

• (a) every general meeting of the ICAV, and

• (b) any meeting of the directors if any director so requests in sufficient time to enable the book to be available at the meeting.

• (9) An ICAV shall, if required by the Director of Corporate Enforcement, produce to the Director for inspection the book kept by it in accordance with subsection (7) and shall give the Director such facilities for inspecting and taking copies of the contents of the book as the Director may require.

• (10) If an ICAV fails to comply with subsection (7), (8) or (9) the ICAV and any officer of it who is in default commits a category 3 offence; and if any inspection or production required under any of those subsections is refused, the High Court may by order compel an immediate inspection or production.

• (11) Any director who fails to comply with this section commits a category 3 offence.

• (12) Nothing in this section shall be taken to prejudice the operation of any enactment or rule of law restricting directors of an ICAV from having any interest in contracts with the ICAV.

• (13) Any reference in this section to a contract:

• (a) shall be read as excluding a contract the decision as to whether to enter into which is taken otherwise than by the board of directors or a committee of which the director concerned is a member;

• (b) shall be read as including a transaction or arrangement whether or not constituting a contract (but subject to a similar limitation as that imposed by paragraph (a)).

• (14) For the purposes of this section a transaction or arrangement of a kind described in section 75 made by an ICAV for, or for a person connected with, a director of the ICAV shall, if it would not otherwise be so treated (and whether or not prohibited by that section), be treated as a transaction or arrangement in which that director is interested.

84. Breaches of certain duties: liability to account and indemnify

84. (1) Subject to section 85, where a director of an ICAV acts in breach of his or her duty unde r section 79(1)(a), (c), (d), (e), (f) or (g), he or she shall be liable to do either or both (as the corresponding common law rule or equitable principle relating to bodies corporate with respect to the matter would have required) of the following things:

• (a) account to the ICAV for any gain which he or she makes directly or indirectly from the breach of duty;

• (b) indemnify the ICAV for any loss or damage resulting from that breach.

• (2) Subsection (1) is without prejudice to—

• (a) the ICAV’s right at common law to claim damages for breach of duty, or

• (b) the ICAV’s right to make an application seeking the grant of equitable relief,

but subsection (1) and this subsection shall not be read as having the combined effect of enabling the ICAV to be afforded more compensation for any damage or injury, or more protection of any proprietary right, than is just and equitable in all the circumstances.

85. Power of court to grant relief to officers of ICAV

85. (1) This section applies to any action for negligence, default, breach of duty or breach of trust against an officer of an ICAV.

• (2) In proceedings to which this section applies the court hearing the proceedings has the power of granting relief provided under subsection (3) if it appears to the court that the officer is or may be liable in respect of the negligence, default, breach of duty or breach of trust (the “wrong concerned”) but that he or she has acted honestly and reasonably and that, having regard to all the circumstances of the case (including those connected with his or her appointment), he or she ought fairly to be excused for the wrong concerned.

• (3) The power referred to in subsection (2) is to relieve the officer, either wholly or partly, from his or her liability in respect of the wrong concerned, on such terms as the court may think fit.

F16[Anticipated claim: similar power of relief as under section 85

85A. (1) If an officer of an ICAV has reason to apprehend that any claim will or might be made against him or her in respect of any negligence, default, breach of duty or breach of trust (the ‘wrong concerned’) he or she may make the following application to the court.

• (2) That application is an application to be relieved of liability in respect of the wrong concerned; on the making of such an application the court shall have the same power to relieve the applicant as it would have had (by virtue of section 85) if it had been a court before which proceedings against that person for the wrong concerned had been brought.]

86. Restrictions on directors of insolvent ICAVs

86. (1) The provisions of Chapter 3 of Part 14 of the Companies Act 2014, and the other provisions of that Act relating to restrictions on directors of an insolvent company (within the meaning of section 818), have effect in accordance with subsection (2) .

• (2) Those provisions have effect as if—

• (a) the following references:

• (i) the reference to a company referred to in section 819(6) in the definition of “company” in section 818(1) ;

• (ii) the references to a company in section 818(3) ;

• (iii) the final 3 references to a company in section 819(1) ;

• (iv) the references to an investment company in section 819(5) ;

• (v) the references to a company in sections 821(1) (a) and (b), 825(1) and (2) and 836;

• (vi) the references to a company in the definition of “restriction” in section 849;

• (vii) the references to a company in sections 853(5), 855(1), 858 and 859,

included an ICAV, and

• (b) the reference in section 828(2) to the constitution of a company included the instrument of incorporation of an ICAV.

• (3) The provisions of the Companies Act 2014 mentioned in subsection (1) apply, subject to necessary modifications and to the specific modifications specified in subsection (4), in relation to directors of an insolvent ICAV as if they were directors of an insolvent investment company.

• (4) The modifications are that—

• (a) references to a company in the definitions of “director of an insolvent company” and “insolvent company” in subsection (1) of section 818 and subsection (2) of that section are to an ICAV,

• (b) references to the Registrar are to the Bank,

• (c) the reference to prescribed particulars in sections 819(7) and 823(2), and to the prescribed form and manner in section 819(7), are to particulars, and to the form and manner, specified by the Bank, and

• (d) the reference in section 823(5) to section 894 is to section 14 of this Act.

87. Disqualification of directors etc.

87. (1) The provisions of Chapter 4 of Part 14 of the Companies Act 2014, and the other provisions of that Act relating to the disqualification of a person from being appointed or acting as a director or other officer, statutory auditor, receiver or liquidator, or being in any way (whether directly or indirectly) concerned or taking part in the promotion, formation or management of a company, have effect in accordance with subsection (2).

• (2) Those provisions have effect as if—

• (a) in the definition of “company” in section 837 after “Act” there were inserted “(including an Irish Collective Asset-management Vehicle)”,

• (b) in the definition of “relevant requirement” in that section the reference to that Act included this Act and the reference to the Registrar included the Bank,

• (c) the references to a company within the meaning of section 819(6) in sections 838, 848, 849 and 851 included an ICAV,

• (d) the reference to that Act in section 839(1) (a) included this Act,

• (e) in section 840—

• (i) the references to section 149(8) included section 65(6) of this Act,

• (ii) the references to section 150(1) included section 66(1) of this Act,

• (iii) the reference to section 150(3) included section 66(3) of this Act, and

• (iv) the references to the Registrar included the Bank,

• (f) in section 841—

• (i) the references to section 23 included section 11(3)(a)(ii) of this Act,

• (i) the references to section 150(2) included section 66(2) of this Act, and

• (ii) the reference to section 149(8) included section 65(6) of this Act,

• (g) in section 842—

• (i) the reference to section 286 included section 114 of this Act,

• (ii) the reference to section 727 included section 157 of this Act,

• (iii) the reference to Chapter 1 of Part 12 included Chapter 1 of Part 11 of this Act, and

• (iv) the reference to section 733 included section 163 of this Act,

• (h) in section 844(3) the reference to the Registrar included the Bank,

• (i) in section 846 the reference to the Director of Corporate Enforcement included the Bank,

• (j) in section 851(3) the references to the Registrar included the Bank,

• (k) the references in sections 855(1), 858, 859 and 862 to a company included an ICAV,

• (l) in section 863(2), in the case of an offence in relation to an ICAV—

• (i) the reference to the Registrar were a reference to the Bank, and

• (ii) the reference to prescribed particulars being given at such time and in such form and manner as may be prescribed were to particulars specified by the Bank being given at such time and in such form and manner as may be so specified,

and

• (m) in section 864 the references to the Registrar included the Bank.

PART 5 Meetings

88. Minutes of meetings

88. (1) An ICAV shall as soon as may be cause minutes of all proceedings of general meetings of the ICAV and all proceedings at meetings of its directors or committees of directors to be entered in books kept for that purpose.

• (2) Any such minute if purporting to be signed by the person chairing the meeting, or by the person chairing the next following meeting, shall be evidence of the proceedings.

• (3) Where minutes have been made in accordance with this section of the proceedings at any general meeting of the ICAV or meeting of directors or committee of directors, then, until the contrary is shown, the meeting shall be deemed to have been duly held and convened, and all proceedings at the meeting to have been duly had, and all appointments of directors or liquidators shall be deemed to be valid.

• (4) An ICAV shall, if required by the Director of Corporate Enforcement, produce to the Director for inspection the book or books kept in accordance with subsection (1) and shall give to the Director such facilities for inspecting and taking copies of the contents of the book or books as the Director may require.

• (5) If an ICAV fails to comply with subsection (1) or (4), the ICAV and any officer of it who is in default commits a category 3 offence.

89. Annual general meetings

89. (1) Subject to subsections (2) and (4), an ICAV shall in each year hold a general meeting (in this Act referred to as an “annual general meeting”) in addition to any other meetings, whether general or otherwise, it may hold in that year.

• (2) If an ICAV holds its first annual general meeting within 18 months after the date on which the registration order made by the Bank in respect of the ICAV comes into operation,subsection (1) does not require the ICAV to hold any other meeting as its annual general meeting in the year of its incorporation or in the following year.

• (3) Subject to subsections (2) and (4), not more than 15 months may elapse between the date of one annual general meeting of an ICAV and the date of the next.

• (4) The directors of an ICAV may elect to dispense with the holding of an annual general meeting by giving 60 days’ written notice to all of the ICAV’s shareholders.

• (5) An election under subsection (4) has effect for the year in which it is made and subsequent years, but does not affect any liability already incurred by reason of default in holding an annual general meeting.

• (6) But where an election under subsection (4) has effect for a year—

• (a) one or more members of the ICAV holding, or together holding, not less than 10 per cent of the voting rights in the ICAV, or

• (b) the auditor of the ICAV,

may require the ICAV to hold an annual general meeting in that year by giving notice in writing to the ICAV in the previous year or at least one month before the end of that year and the ICAV shall hold the required meeting.

• (7) Annual general meetings of an ICAV shall be convened in accordance with the ICAV’s instrument of incorporation.

• (8) If an ICAV fails to comply with this section, the ICAV and any officer of it who is in default commits a category 3 offence.

90. Extraordinary general meetings

90. (1) All general meetings of an ICAV, other than annual general meetings, are to be known as “extraordinary general meetings”.

• (2) The directors of an ICAV may, whenever they think fit, convene an extraordinary general meeting.