S.I. No. 266/2015 - European Union (Credit Institutions: Financial Statements) Regulations 2015

• (3) Where any of the companys debentures are held by a nominee of or trustee for the company, the nominal amount of the debentures and the amount at which they are stated in the accounting records kept by the company in accordance with section 281 of the Principal Act shall be stated.

Fixed assets

• (a) the appropriate amounts in respect of those assets as at the date of the beginning of the financial year and as at the financial year end date respectively;

• (b) the effect on any amount shown in the balance sheet in respect of those assets of—

• (i) any revision of the amount in respect of any assets included under that item made during that year on any basis mentioned in paragraph 45;

• (ii) acquisitions during that year of any fixed assets;

• (iii) disposals during that year of any fixed assets; and

• (iv) any transfers of assets of the company to and from that item during that year.

• (2) The reference in subparagraph (1)(a) to the appropriate amounts in respect of any item as at any date there mentioned is a reference to amounts representing the aggregate amounts determined, as at that date, in respect of assets falling to be included under that item either—

• (a) on the basis of cost (determined in accordance with paragraphs 40 and 41); or

• (b) on any basis mentioned in paragraph 45;

(leaving out of account in either case any provisions for depreciation or diminution in value).

• (3) In respect of each item within subparagraph (1)—

• (a) the cumulative amount of provisions for depreciation or diminution in value of assets included under that item as at each date mentioned in subparagraph (1)(a);

• (b) the amount of any such provisions made in respect of the financial year concerned;

• (c) the amount of any adjustments made in respect of any such provisions during that year in consequence of the disposal of any assets; and

• (d) the amount of any other adjustments made in respect of any such provisions during that year;

shall also be stated.

• (4) The requirements of this paragraph need not be complied with to the extent that a company takes advantage of the option of setting off charges and income afforded by paragraph 7 (3).

• (a) the years (so far as they are known to the directors) in which the assets were severally valued and the several values; and

• (b) in the case of assets that have been valued during the financial year, the names of the persons who valued them or particulars of their qualifications for doing so and (in either case) the bases of valuation used by them.

• (a) how much of that amount is ascribable to land of freehold tenure and how much to land of leasehold tenure; and

• (b) how much of the amount ascribable to land of leasehold tenure is ascribable to land held on long lease and how much to land held on short lease.

• (a) any participating interests; and

• (b) any shares in group undertakings

that are held in credit institutions.

Transferable securities

• (2) In the case of each amount shown in respect of listed investments under subparagraph (1) above, there shall also be disclosed the aggregate market value of those investments, if different from the amount shown.

• (3) There shall be disclosed for each of Assets items 5 and 6 the amount of transferable securities included under those items that are held as financial fixed assets and the amount of those that are not so held, together with the criterion used by the directors to distinguish those held as financial fixed assets.

Information about fair valuation of assets and liabilities

• (2) There shall be stated—

• (a) the significant assumptions underlying the valuation models and techniques where fair values have been determined in accordance with paragraph 53(5);

• (b) for each category of financial instrument the fair value of the financial instruments in that category and the amounts—

• (i) included in the profit and loss account; and

• (ii) credited or debited to the fair value reserve;

in respect of instruments in that category;

• (c) for each class of derivative financial instrument, the extent and nature of the instruments including significant terms and conditions that may affect the amount, timing and certainty of future cash flows; and

• (d) a table showing movements in the fair value reserve during the financial year.

• (a) the fair value of the derivatives in that class, if such a value can be determined in accordance with paragraph 53; and

• (b) the extent and nature of the derivatives.

• (a) a company has financial assets which could be included at fair value by virtue of paragraph 51;

• (b) those assets are included in the company’s financial statements at an amount in excess of their fair value; and

• (c) the company has not made provision for the diminution in value of those assets in accordance with paragraph 30(1);

there shall be stated—

• (i) the amount at which either the individual assets or appropriate groupings of those assets is stated in the company’s financial statements;

• (ii) the fair value of those assets or groupings; and

• (iii) the reasons for not making a provision for diminution in value of those assets, including the nature of the evidence that provides the basis for the belief that the amount at which they are stated in the financial statements will be recovered.

Information where investment property and living animals and plants included at fair value

• (2) The balance sheet items affected and the basis of valuation adopted in determining the amounts of the assets concerned in the case of each such item shall be disclosed in a note to the financial statements.

• (3) In the case of investment property, for each balance sheet item affected there shall be shown, either separately in the balance sheet or in a note to the financial statements—

• (a) the comparable amounts determined according to the historical cost accounting rules; or

• (b) the differences between those amounts and the corresponding amounts actually shown in the balance sheet in respect of that item.

• (4) In subparagraph (3), references in relation to any item to the comparable amounts determined in accordance with that subparagraph are references to—

• (a) the aggregate amount which would be required to be shown in respect of that item if the amounts to be included in respect of all the assets covered by that item were determined according to the historical cost accounting rules; and

• (b) the aggregate amount of the cumulative provisions for depreciation or diminution in value which would be permitted or required in determining those amounts according to those rules.

Dividends, reserves and provisions for liabilities

• (a) the aggregate amount of dividends paid in the financial year (other than dividends for which a liability existed at the immediately preceding financial year end date);

• (b) the aggregate amount of dividends the company is liable to pay at the financial year end date (other than dividends for which a liability existed at the immediately preceding financial year end date);

• (c) separately, any transfer between the profit and loss account reserve and other reserves;

• (d) any other increase or reduction in the balance on the profit and loss account reserve since the immediately preceding financial year end date;

• (e) the profit or loss brought forward at the beginning of the financial year; and

• (f) the profit or loss carried forward at the end of the financial year.

• (2) The aggregate amount of dividends proposed by the directors for approval of the members at the next general meeting shall be stated in a note to the financial statements.

• (a) to or from any reserves; or

• (b) to any provision for liabilities; or

• (c) from any provision for liabilities other than for the purpose for which the provision was established;

and the reserves or provisions for liabilities are or would, but for paragraph 4(3)(b), be shown as separate items in the company’s balance sheet, the information mentioned in subparagraph (2) shall be given in respect of each such reserve or provisions for liabilities.

• (2) That information is—

• (a) the amount of the reserves or provisions for liabilities as at the date of the beginning of the financial year and as at the financial year end date respectively;

• (b) any amount transferred to or from the reserves or provisions for liabilities during that year; and

• (c) the source and application respectively of any amounts so transferred.

• (3) Particulars shall be given of each provision included in the item “other provisions for liabilities” in the company’s balance sheet in any case where the amount of that provision is material.

Provision for taxation

Maturity analysis

• (a) those repayable in not more than three months;

• (b) those repayable in more than three months but not more than one year;

• (c) those repayable in more than one year but not more than five years;

• (d) those repayable in more than five years

from the balance sheet date.

• (2) A company shall also disclose the aggregate amounts of all loans and advances falling within Assets item 4 (Loans and advances to customers) which are:

• (a) repayable on demand; or

• (b) are for an indeterminate period, being repayable upon short notice.

• (3) For the purposes of subparagraph (1), where a loan or advance or liability is repayable by instalments, each such instalment is to be treated as a separate loan or advance or liability.

Debt and other fixed income securities

Subordinated liabilities

• (a) its amount;

• (b) the currency in which it is denominated;

• (c) the rate of interest and the maturity date (or the fact that it is perpetual);

• (d) the circumstances in which early repayment may be demanded;

• (e) the terms of the subordination; and

• (f) the existence of any provisions whereby it may be converted into capital or some other form of liability and the terms of any such provisions.

• (2) The general terms of any other borrowings included in Liabilities item 7 shall also be stated.

Fixed cumulative dividends

• (a) the amount of the arrears; and

• (b) the period for which the dividends or, if there is more than one class, each class of them are in arrears.

Details of assets charged

• (2) Particulars shall also be given of any other charge on the assets of the company to secure the liabilities of any other person, including, where practicable, the amount secured.

Guarantees and other financial commitments

• (a) the aggregate amount or estimated amount of contracts for capital expenditure, so far as not provided for; and

• (b) the aggregate amount or estimated amount of capital expenditure authorised by the directors which has not been contracted for.

• (2) Particulars shall be given of:

• (a) any unfunded retirement benefit commitments included under any provision shown in the company’s balance sheet; and

• (b) any such commitments for which no provision has been made;

and, where any such commitment relates wholly or partly to retirement benefits payable to past directors of the company, separate particulars shall be given of that commitment so far as it relates to such retirement benefits.

• (3) The following information shall also be given:

• (a) the nature of every retirement benefit scheme operated by, or on behalf of, the company including information as to whether or not each scheme is a defined benefit scheme or a defined contribution scheme;

• (b) whether each such scheme is externally funded or internally financed;

• (c) whether any retirement benefit costs and liabilities are assessed in accordance with the advice of a professionally qualified actuary and, if so, the date of the most recent relevant actuarial valuation;

• (d) whether and, if so, where any such actuarial valuation is available for public inspection.

• (4) Particulars shall also be given of any other financial commitments which—

• (a) have not been provided for;

• (b) have not been included in the off-balance sheet items in the balance sheet format; and

• (c) are relevant to assessing the company’s financial position.

• (5) There shall be disclosed the nature and amount of any contingent liabilities and commitments included in off-balance sheet items 1 and 2 which are material in relation to the companys activities.

Off-balance sheet items: group undertakings

• (a) any holding undertaking or fellow subsidiary undertaking, or

• (b) any subsidiary undertaking,

of the company; in addition the amount incurred in respect of the undertakings referred to in clause (a) shall be stated separately from the amount incurred in respect of the undertakings referred to in clause (b).

• (2) With respect to commitments required to be included under off-balance sheet item 2 in the balance sheet format, there shall be stated in a note to the financial statements the amount of such commitments undertaken on behalf of or for the benefit of—

• (a) any holding undertaking or fellow subsidiary undertaking, or

• (b) any subsidiary undertaking,

of the company; in addition the amount incurred in respect of the undertakings referred to in clause (a) shall be stated separately from the amount incurred in respect of the undertakings referred to in clause (b).

Leasing transactions

Assets and liabilities denominated in a currency other than Euro (or the currency in which the accounts are drawn up)

• (2) For the purposes of this paragraph an appropriate rate of exchange prevailing at the balance sheet date shall be used to determine the amounts concerned.

Sundry assets and liabilities

(a)Assets item 12 (Other assets);

(b)Liabilities item 4 (Other liabilities).

Unmatured forward transactions

• (a) the categories of such transactions, by reference to an appropriate system of classification;

• (b) whether, in the case of each such category, they have been made, to any material extent, for the purpose of hedging the effects of fluctuations in interest rates, exchange rates and market prices or whether they have been made, to any material extent, for dealing purposes.

• (2) Transactions falling within subparagraph (1) shall include all those in relation to which income or expenditure is to be included in—

(a)Format 1, item 6 or Format 2, items B4 or A3 (Dealing profits or losses), or

(b)Format 1, item 1 or 2 or Format 2, item A1 or B1, by virtue of notes (1)(b) and (2)(b) to the profit and loss account formats (forward contracts, spread over the actual duration of the contract and similar in nature to interest),

Miscellaneous matters

Information supplementing the profit and loss account

Separate statement of certain items of income

Particulars of tax

• (2) Particulars shall be given of any special circumstances which affect the liability in respect of taxation on profits, income or capital gains for the financial year concerned or the liability in respect of taxation of profits, income or capital gains for succeeding financial years.

• (3) The following amounts shall be stated:

• (a) the amount of the charge for corporation tax;

• (b) if that amount would have been greater but for relief from double taxation, the amount which it would have been but for such relief;

• (c) the amount of the charge for income tax; and

• (d) the amount of the charge for taxation payable outside the State of profits, income and (so far as charged to revenue) capital gains.

• (4) The amounts referred to in subparagraph (3) shall be stated separately in respect of each of the amounts which is or would, but for paragraph 4(3)(b), be shown under the following items in the profit and loss account, that is to say, “tax on profit or loss on ordinary activities” and “tax on extraordinary profit or loss”.

Particulars of income

(a)Format 1 item 1, Format 2 item B1 (Interest receivable);

(b)Format 1 item 3, Format 2 item B2 (Dividend income);

(c)Format 1 item 4, Format 2 item B3 (Fees and commissions receivable);

(d)Format 1 item 6, Format 2 item B4 (Dealing profits);

(e)Format 1 item 7, Format 2 item B7 (Other operating income).

• (2) In analysing for the purposes of this paragraph the source of any income, the directors shall have regard to the manner in which the companys activities are organised.

• (3) For the purposes of this paragraph, markets which do not differ substantially from each other shall be treated as one market.

• (4) Where in the opinion of the directors the disclosure of any information required by this paragraph would be seriously prejudicial to the interests of the company, that information need not be disclosed, but the fact that any such information has not been disclosed must be stated.

Management and agency services

Subordinated liabilities

Sundry income and charges

• (a) in Format 1:

(i)items 7 and 10 (Other operating income and charges);

(ii)items 18 and 19 (Extraordinary income and charges);

• (b) in Format 2:

(i)items A6 and B7 (Other operating charges and income);

(ii)items A12 and B10 (Extraordinary charges and income).

Miscellaneous matters

• (2) Particulars shall be given of any extraordinary income or changes arising in the financial year.

• (3) The effect shall be stated on any transactions that are exceptional by virtue of size or incidence though they fall within the ordinary activities of the company.

• (4) Any amount expended on research and development in the financial year, and any amount committed in respect of research and development in subsequent years, shall be stated.

• (5) Where, in the opinion of the directors, the disclosure of any information required by subparagraph (4) would be prejudicial to the interests of the company, that information need not be disclosed, but the fact that any such information has not been disclosed shall be stated.

Related party transactions

• (2) The provision of particulars and other information about individual transactions may be aggregated according to their nature, except where separate information is necessary for an understanding of the effects of related party transactions on the financial position of the company.

(3)Subparagraph (1) shall not apply to transactions which are entered into between 2 or more members of a group if any subsidiary undertaking which is party to the transaction is wholly owned by such a member.

• (4) A word or expression that is used in this paragraph and is also used in Directive 2006/46/EC of the European Parliament and the Council of 14 June 2006 has the same meaning in this paragraph that it has in that Directive.

General

PART V SPECIAL PROVISIONS WHERE A COMPANY IS A HOLDING COMPANY OR

SUBSIDIARY UNDERTAKING

Entity financial statements

• (2) Where a company is a holding company or a subsidiary undertaking and any item required by Part II to be shown in the company’s balance sheet, in relation to group undertakings, includes—

• (a) amounts attributable to dealings with or interests in any holding undertaking or fellow subsidiary undertaking; or

• (b) amounts attributable to dealings with or interests in any subsidiary undertaking of the company;

the aggregate amounts within clauses (a) and (b), respectively, shall be shown as separate items, either by way of subdivision of the relevant item in the balance sheet or in a note to the company’s financial statements.

Guarantees and other financial commitments in favour of group undertakings

• (a) any holding undertaking or fellow subsidiary undertaking; or

• (b) any subsidiary undertaking of the company;

shall be stated separately from the other commitments within that subparagraph, and commitments within clause (a) shall also be stated separately from those within clause (b).

description and amount of the debentures of the company held by its subsidiary undertakings or their nominees shall be disclosed in a note to the company’s financial statements.

(2)Subparagraph (1) does not apply in relation to any debentures—

• (a) in the case of which the subsidiary undertaking is concerned as personal representative; or

• (b) in the case of which it is concerned as trustee;

provided that in the latter case neither the company nor a subsidiary undertaking of the company is beneficially interested under the trust, otherwise than by way of security only for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money.

• (a) the largest group of undertakings for which group financial statements are drawn up and of which the company is a member; and

• (b) the smallest such group of undertakings.

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

• (3) There shall be stated—

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

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

• (4) If copies of the group financial statements referred to in subparagraph (1) are available to the public, there shall be stated the addresses from which copies of the financial statements can be obtained.

Provisions of general application

• (a) does not prepare group financial statements; or

• (b) prepares group financial statements which do not deal with one or more of its subsidiary undertakings;

and references in this paragraph to subsidiary undertakings shall be read, in a case within clause (b), as references to such of the subsidiary undertakings of the company concerned as are excluded from the group financial statements.

• (2) Subject to the following provisions of this paragraph, there shall be given in the notes to the company’s entity financial statements—

• (a) the reasons why subsidiary undertakings are not dealt with in group financial statements; and

• (b) a statement—

• (i) showing any qualifications contained in the reports of the statutory auditors of the subsidiary undertakings on their financial statements for their respective financial years ending with or during the financial year of the company; and

• (ii) of any note or saving contained in those financial statements to call attention to a matter which, apart from the note or saving, would properly have been referred to in such a qualification;

in so far as the matter which is the subject of the qualification or note is not covered by the company’s entity financial statements and is material from the point of view of its members.

• (3) Subject to the following provisions of this paragraph, the aggregate amount of the total investment of the holding company in the shares of the subsidiary undertakings shall be stated in a note to the company’s entity financial statements by way of the equity method of accounting.

• (4) In so far as information required by any of the preceding provisions of this paragraph to be stated in a note to the company’s entity financial statements is not obtainable, a statement to that effect shall be given instead in a note to those entity financial statements.

• (5) Where, in any case within subparagraph (1)(b), the company prepares group financial statements, references in the preceding subparagraphs to the company’s entity financial statements shall be read as references to the group financial statements.

• (a) the reasons why the company’s directors consider that the subsidiary undertakings’ financial years should not end with that of the company; and

• (b) the dates on which the subsidiary undertakings’ financial years ending last before that of the company respectively ending or the earliest and latest of those dates.

PART VI INTERPRETATION OF CERTAIN EXPRESSIONS IN THIS SCHEDULE

General

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

“Capital Requirements Directive” means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC⁴ ;

“EBA” means European Banking Authority, established pursuant to Regulation

• (EU) No 1093/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Banking Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/78/EC⁵ ;

"fellow subsidiary undertaking" shall have the same meaning as in section 275 of the Principal Act;

"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 holding undertaking and its subsidiary undertakings;

"group undertaking" has the meaning assigned to it by section 275 of the Principal Act;

"lease" includes an agreement for a lease;

"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;

"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.

Assets: fixed or current

Capitalisation

Investment property

Listed investments

• (a) any regulated market or other stock exchange in the State;

• (b) any regulated market or other stock exchange of repute in any other EEA state; or

• (c) any stock exchange of repute in a state that is not an EEA state.

Loans

Materiality

Provisions

• (2) Any reference in the profit and loss account formats set out in Part II to the depreciation of, or amounts written off, assets of any description is a reference to the movement in any provision for depreciation or diminution in value of assets of that description.

Purchase price

SCHEDULE 2 ACCOUNTING PRINCIPLES, FORM AND CONTENT OF GROUP FINANCIAL STATEMENTS

PART I CONSTRUCTION OF REFERENCES TO PROVISIONS OF THIS SCHEDULE

• (a) a reference in this Schedule to a paragraph or Part is a reference to a paragraph or Part of this Schedule, unless it is indicated that a reference to some other enactment is intended; and

• (b) a reference in this Schedule to a subparagraph or clause is a reference to the subparagraph or clause of the provision in which the reference occurs, unless it is indicated that a reference to some other enactment is intended.

PART II GENERAL RULES AND FORMATS

GENERAL RULES

• (2) In particular, for the purposes of paragraph 13 of Schedule 1 of the Balance Sheet Format and paragraphs 79, 95 and 96 of Schedule 1 (dealings with or interests in group undertakings) as it applies to group financial statements—

• (a) any subsidiary undertakings of the holding company not dealt with in the group financial statements shall be treated as a subsidiary undertaking of the group; and

• (b) if the holding company is itself a subsidiary undertaking, the group shall be treated as a subsidiary undertaking of any holding undertaking of the holding company, and the reference to fellow subsidiary undertakings shall be read accordingly.

• (2) If the financial year of a subsidiary undertaking dealt with in the group financial statements differs from that of the holding company, the group financial statements shall be drawn up—

• (a) from the entity financial statements of the subsidiary undertaking for its financial year last ending before the end of the holding company’s financial year provided that the financial year ended no more than 3 months before that of the holding undertaking; or

• (b) from interim financial statements drawn up by the subsidiary undertaking as at the end of the holding company’s financial year.

AMENDMENTS TO FORMATS IN SCHEDULE 1

Minority interest

• (a) either between "Liabilities" items 7 and 8, or

• (b) after "Liabilities" item 12.

• (2) The amount to be shown under the heading “Minority Interest” referred to in subparagraph (1) shall be the amount of share capital and reserves attributable to shares in subsidiary undertakings consolidated in the group financial statements held by or on behalf of persons other than the holding company and its subsidiary undertakings.

• (a) in Format 1, between items 17 and 18; and

• (b) in Format 2, between items A11 and A12 or between items B9 and B10.

• (2) The amount to be shown under the heading “Minority Interest” in accordance with subparagraph (1) shall be the amount of any profit or loss for the year on ordinary activities attributable to shares in subsidiary undertakings consolidated in the group financial statements held by or on behalf of persons other than the holding company and its subsidiary undertakings.

• (3) In the Profit and Loss Account Formats a further item headed "Minority interests" shall be added-

• (a) in Format 1, between items 22 and 23, and

• (b) in Format 2, between items A14 and A15 or between items B11 and B12;

• (4) The amount to be shown under the heading “Minority interests” in accordance with subparagraph (3) shall be the amount of any profit or loss for the year on extraordinary activities attributable to shares in subsidiary undertakings included in the consolidation held by or on behalf of persons other than the holding company and its subsidiary undertakings.

Other changes

• (2) In the balance sheet format Assets item 7 (Participating Interests) shall be replaced by two items headed "Interests in associated undertakings" and "Other participating interests".

• (3) In the Profit and Loss Account Formats, the items headed “Income from participating interests”, that is—

(a)Format 1, item 3 (b), (Income from participating interests), and

(b)Format 2, item B2 (b) (Income from participating interests),

shall be replaced by 2 items, “Income from interests in associated undertakings” and “Income from other participating interests”.

PART III ACCOUNTING PRINCIPLES AND VALUATION RULES

ACCOUNTING PRINCIPLES

General

(2)Subparagraph (1) shall not apply where, in the opinion of the directors, a departure from that subparagraph is necessary for the purpose of giving a true and fair view.

• (3) Where there is any application of subparagraph (2), the particulars of the departure and the reasons therefor shall be disclosed in the notes to the group financial statements.

• (2) The adjustments referred to in this paragraph need not be made if they are not material for the purpose of giving a true and fair view.

• (3) If, in the opinion of the directors of the holding company, there are special reasons for departing from subparagraph (1) they may do so but particulars of any such departure, the reasons therefor and its effect shall be stated in the notes to the group financial statements.

Preparing the consolidation

• (2) In particular—

• (a) debts and claims between the undertakings included in the consolidation shall be eliminated in preparing the group financial statements;

• (b) income and expenditure relating to transactions between the undertakings included in the consolidation shall be eliminated in preparing the group financial statements;

• (c) where profits and losses resulting from transactions between the undertakings included in the consolidation are included in the book values of assets, they shall be eliminated in preparing the group financial statements;

but clauses (a) to (c) need not be complied with where the amounts involved are not material for the purpose of giving a true and fair view.

• (2) If, in the opinion of the directors of the holding company, there are special reasons for departing from subparagraph (1) they may do so but particulars of any such departure, the reasons therefor and its effect shall be stated in the notes to the group financial statements.

Accounting for an acquisition

• (2) That event is referred to in those provisions as an “acquisition” and references to the undertaking acquired shall be read accordingly.

• (2) The identifiable assets and liabilities of the undertaking acquired shall be included in the consolidated balance sheet at their fair values as at the date of acquisition.

• (3) In subparagraph (2) “identifiable assets or liabilities” means the assets or liabilities which are capable of being disposed of or discharged separately, without disposing of a business of the undertaking.

• (4) The income and expenditure of the undertaking acquired shall be brought into the group financial statements only as from the date of acquisition.

• (5) There shall be calculated the difference between the acquisition cost of the interest in the shares of the acquired undertaking incurred by the undertakings included in the group financial statements, and the interest of the undertakings included in the group financial statements in the adjusted capital and reserves of the undertaking acquired.

• (6) For the foregoing purpose—

“acquisition cost” means the amount of any cash consideration and the fair value of any other consideration, together with such amounts (if any) in respect of fees and other expenses of the acquisition as the holding company may determine to have been incurred in relation to the acquisition;

“adjusted capital and reserves of the undertaking acquired” means its capital and reserves at the date of the acquisition after adjusting the identifiable assets and liabilities of the undertaking to fair values as at that date.

• (7) The resulting amount, if positive, shall be treated as goodwill and the provisions of Schedule 1 in relation to goodwill shall apply.

• (8) The resulting amount, if negative, shall be treated as a negative consolidation difference.

• (a) that at least 90 per cent of the nominal value of the equity shares in the undertaking acquired is held by or on behalf of the undertakings consolidated in the group financial statements,

• (b) that the proportion referred to in clause (a) was attained pursuant to the arrangement providing for the issue of equity shares by the undertakings consolidated in the group financial statements,

• (c) that the fair value of any consideration other than the issue of equity shares given pursuant to the arrangement by the undertakings consolidated in the group financial statements did not exceed 10 per cent of the nominal value of the equity shares issued.

• (2) The assets and liabilities of the undertaking acquired shall be brought into the group financial statements at the amount at which they stand in the acquired undertaking’s financial statements, subject to any adjustment authorised or required by this Part.

• (3) The income and expenditure of the acquired undertaking shall be included in the group financial statements for the entire financial year, including the period before the acquisition.

• (4) The group financial statements shall show corresponding amounts relating to the previous financial year as if the undertaking had been included in the consolidation throughout that year.

• (5) There shall be set off against the aggregate of—

• (a) the appropriate amount in respect of shares issued by the undertakings consolidated in the group financial statements as part of the arrangement referred to in paragraph 18(b) in consideration for the acquisition of shares in the acquired undertaking; and

• (b) the fair value of any other consideration for the acquisition of shares in the acquired undertaking, determined as at the date when those shares were acquired;

the nominal value of the issued share capital of the acquired undertaking held by the undertakings consolidated in the group financial statements.

• (6) The resulting amount shall be shown as an adjustment to the consolidated reserves.

• (2) References to shares of the acquired undertaking shall be read as references to shares of the holding undertaking of the group acquired.

• (3) Other references to the acquired undertaking shall be read as references to the group acquired; and references to the assets and liabilities, income and expenditure and capital and reserves of the acquired undertaking shall be read as references to the assets and liabilities, income and expenditure and capital and reserves of the group after making the set offs and other adjustments required by this Part in the case of group financial statements.

Changes in the composition of the group

Differences in tax treatments

Foreign currency translations

• (a) the amount included in the consolidated financial statements for the previous financial year with respect to any undertaking included in the consolidation or the groups interest in any associated undertaking (within the meaning of paragraph 27), together with the amount of any transactions undertaken to cover any such interest, and

• (b) the opening amount for the financial year in respect of those undertakings and in respect of any such transactions, arising as a result of the application of paragraph 49 of Schedule 1 (Assets and Liabilities Denominated in Foreign Currencies) may be credited to (where (a) is less than (b)), or deducted from (where(a) is greater than (b)), (as the case may be) consolidated reserves.

Information as to Undertaking in which Shares are Held as a Result of a Financial Assistance

• (a) is a credit institution of which shares are held as a result of a financial assistance operation with a view to its reorganisation or rescue; and

• (b) is excluded from consolidation under section 303(3)(c) of the Principal Act (interest held with a view to resale).

• (2) Information as to the nature and terms of the operations shall be given in a note to the group financial statements and there shall be appended to the copy of the group financial statements annexed to the annual return of the holding company a copy of the undertakings latest entity financial statements and, if it is a parent undertaking, its latest group financial statements.

If the financial statements appended are required by law to be audited, a copy of the auditors report shall also be appended.

• (3) If any document required to be appended is in a language other than Irish or English, the directors shall annex a translation of it into Irish or English, certified to be a correct translation.

• (4) The above requirements are subject to the following qualifications:

• (a) an undertaking is not required to prepare for the purposes of this paragraph financial statements which would not otherwise be required to be prepared, and if no financial statements satisfying the above requirements are prepared none need be appended;

• (b) the financial statements of an undertaking need not be appended if they would not otherwise be required to be published, or made available for public inspection, anywhere in the world, but in that case the reason for not appending the financial statements shall be stated in a note to the consolidated financial statements.

• (5) Where a copy of an undertakings financial statements is required to be appended to the copy of the group financial statements annexed to the annual return, that fact shall be stated in a note to the group financial statements.

ACCOUNTING FOR JOINT VENTURES AND ASSOCIATES IN GROUP FINANCIAL STATEMENTS

Joint ventures

• (a) a body corporate; or

• (b) a subsidiary undertaking of the holding company;

be proportionally consolidated in the group financial statements in proportion to the rights in its capital held by the holding company or the subsidiary undertakings consolidated in the group financial statements, as the case may be.

• (2) The provisions of this Schedule relating to the preparation of consolidated financial statements shall apply, with any necessary modifications, to the inclusion of joint ventures in the consolidated financial statements by proportional consolidation in accordance with subparagraph (1).

Associated undertakings

• (a) a subsidiary undertaking of the holding company; or

• (b) a joint venture proportionally consolidated in accordance with paragraph 26.

• (2) Where an undertaking holds 20 per cent or more of the voting rights in another undertaking, it shall be presumed to exercise such an influence over it unless the contrary is shown.

• (3) The voting rights in an undertaking means the rights conferred on shareholders in respect of their shares or, in the case of an undertaking not having a share capital, on members, to vote at general meetings of the undertaking on all or substantially all matters.

• (4) The provisions of section 7(5) and (6) of the Principal Act with respect to determining whether shares are held in a body corporate and with respect to reckoning the amount of voting rights held apply, with any necessary modifications, in determining for the purpose of this paragraph whether an undertaking holds 20 per cent or more of the voting rights in another undertaking.

• (2) Where the associated undertaking is itself a holding undertaking, the net assets and profits or losses to be taken into account are those of the holding undertaking and its subsidiary undertakings (after making any consolidation adjustments).

• (3) The equity method of accounting need not be applied if the amounts in question are not material for the purpose of giving a true and fair view.

Participating interest

• (2) The reference in subparagraph (1) to an interest in equity shares includes—

• (a) an interest which is convertible into an interest in equity shares; and

• (b) an option to acquire equity shares or any such interest,

and an interest or option falls within clause (a) or (b) notwithstanding that the equity shares to which it relates are, until the conversion or the exercise of the option, unissued.

• (3) Where an undertaking holds an interest in equity shares and such an interest represents 20 per cent or more of all such interests in the other undertaking it shall be presumed to hold that interest on the basis and for the purpose mentioned in subparagraph (1) unless the contrary is shown.

• (4) For the purpose of this paragraph an interest held on behalf of an undertaking shall be treated as held by it.

• (5) In the balance sheet and profit and loss formats set out in Part II of Schedule 1, “participating interest” does not include an interest in a group undertaking.

PART IV INFORMATION REQUIRED BY WAY OF NOTES TO GROUP FINANCIAL STATEMENTS

• (2) In relation to acquisitions taking place in the financial year, there shall be stated in the notes to the group financial statements—

• (a) the name and registered office of the acquired undertaking, or where a group was acquired, the name and registered office of the holding undertaking of that group; and

• (b) whether the acquisition has been accounted for by the acquisition method or the merger method of accounting.

Given under my Official Seal,

24 June 2015.

MICHAEL NOONAN,

Minister for Finance.

EXPLANATORY NOTE

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

These Regulations revoke the European Communities (Credit Institutions: Accounts) Regulations, 1992 ( S.I. No. 294 of 1992 ) and may be cited as the European Communities (Credit Institutions: Financial Statements) Regulations 2015.g

These Regulations provide that a similar structure to Part 6 of the Companies Act 2014 will be adopted in respect of accounting requirements for credit institutions.

These Regulations require credit institutions to prepare and to publish annually accounts (balance sheet, profit and loss account and notes), in accordance with the provisions of these 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 contain provisions governing the preparation of accounts, including group accounts, the content of those accounts, their format and the valuation of items to be included. They specify information to be included in the notes to the accounts.

Footnotes