Irish Collective Asset-Management Vehicles Act 2015

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.