Client Newsletter Autumn 2010 - Banking and Capital Markets

Profession:Dillon Eustace

In this Issue:-

European Communities (Statutory Audits) (Directive 2006/46/EC) Regulations 2010 Extension of the Government Bank Guarantee under the Credit Institutions (Eligible Liabilities Guarantee) Scheme ("ELG Scheme") NAMA Update: Changes to the Minimum Threshold Statutory Mortgage Arrears Code The Consumer Credit Regulations 2010 CP41 Corporate Governance Code expected to issue in October 2010 ("CP 41") New Strategy on Banking Supervision Published EUROPEAN COMMUNITIES (STATUTORY AUDITS) (DIRECTIVE 2006/46/EC) REGULATIONS 2010

The Minister for Enterprise, Trade and Innovation has published the European Communities (Statutory Audits) (Directive 2006/46/EC) Regulations 2010 (the "Regulations") to give effect to Directive 2006/46/EC on statutory audits.

The Regulations provide for an approval process for statutory auditors. They also provide for the establishment of a public register of auditors, contain detailed provisions with regard to public oversight of statutory auditors and set out provisions regarding the independence of auditors.

Of particular interest are the provisions requiring public-interest entities to establish audit committees. The Regulations also contain provisions in respect of the removal of auditors, the independence of auditors and the disclosure of auditor's remuneration in company accounts. For the purposes of the Regulations "public-interest entities" are defined as:

companies whose transferable securities are admitted to trading on a regulated market of any Member State (in Ireland this means the Main Securities Market of the Irish Stock Exchange); credit institutions; and insurance undertakings. Impact on SPVs with Listed Securities

Special purpose vehicles (SPVs) whose debt securities are listed on a regulated market of an EU Member State would be characterised as a "public-interest entity" for the purposes of the Regulations. However, as set out below, issuers of asset back securities are specifically excluded from the definition.

Exemption for Issuers of ABS

SPVs which, as their sole business, issue "asset-backed securities" (as defined below) may avail of an exemption from the requirement to establish an audit committee under the Regulations.

The definition of "asset-backed securities" is derived from Article 2 (5) of Commission Regulation (EC) No 809/2004 and includes securities which (a) represent an interest in assets, including any rights intended to assure servicing, or the receipt or...

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