Irish Collective Asset-Management Vehicles Act 2015

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.