Nicholas Blake-Knox
Partner
Ireland
On 24 November 2025, the Central Bank of Ireland (the Central Bank) published its feedback statement on the consultation (CP160) on amendments to the Fitness & Probity (F&P) regime and updated Guidance on the Standards of Fitness and Probity (F&P Guidance).
As outlined in our previous advisory which assessed the publication of CP160, these changes follow a 2024 report by Mr. Andrea Enria, former Chair of ECB Supervisory Board (the Enria Report) which contained a package of 12 recommendations as part of a review of the F&P gatekeeping framework.
The F&P Guidance consolidates all F&P-related materials (including prior FAQs, Dear CEO letters, and sectoral notes) into a single guidance document to deliver a clearer, more transparent framework.
The Central Bank has also published revised F&P Standards which consolidate the existing F&P Standards and the F&P Standards for Credit Unions 2024 into one set of F&P Standards.
Key changes outlined in the feedback statement
Several changes have been made in the final F&P Guidance (from the draft version contained in CP160), including:
Temporary officers
Further detail is provided on the new streamlined approach to the appointment of Temporary Officers, i.e. in the circumstances where an individual is permitted by the Central Bank to perform a pre-approval controlled function (PCF) on a temporary basis due to a vacancy. A Temporary Officer is permitted to perform a PCF role by way of an arrangement agreed in writing with the Central Bank, for a period of up to 6 months upon certain conditions being satisfied. Temporary Officers are treated as controlled function (CF) 1 roles and are subject to the F&P Standards and the Common and Additional Conduct Standards.
A notification for the appointment of a Temporary Officer will not be accepted as part of an authorisation application.
Dual CF/PCF classifications
All individuals occupying PCF roles are said to have the ability to exercise a significant influence on the conduct of the affairs of a firm and are therefore, at minimum, also CF-1 roles. Certain PCF roles (e.g. PCF-12 (Head of Compliance), PCF-13 (Head of Internal Audit), PCF-52 (Head of Anti-Money Laundering and Counter Terrorist Financing Compliance) and CUPCF-4 (Head of Internal Audit)) should also be classified as CF-2 given their compliance focus. There are no new requirements or expectations associated with this dual classification. Specifically, dual classification does not introduce any additional due diligence for PCFs. Moreover, where a firm certifies that an individual complies with the F&P Standards in respect of a PCF role, the firm does not have to make certifications in respect of the CF-1 (or CF-2) aspects of that role.
Company secretary
The company secretary is not automatically considered a CF-1 role. The designation of a company secretary as a CF-1 role should be determined by firms on a case-by-case basis, where the functions carried out by the individual enable them to exercise a significant influence on the conduct of the affairs of the firm. The Central Bank anticipates that CF-1 role-holders are relatively senior individuals in firms. Where a firm determines that the role conducted by their company secretary is purely the administration of company law matters, such individuals need not, for those activities alone, be designated as CF-1.
CF-2
Where the functions performed by an individual constitute ‘ensuring, controlling or monitoring’ compliance by a regulated financial service provider with its relevant obligations, that individual is occupying a CF-2 role, regardless of their seniority. CF-2 roles do not extend to administrative/support staff, including in outsourced internal audit arrangements.
F&P due diligence expectations
Firms are expected to apply a proportionate approach performing due diligence on a best efforts basis, mindful of the limits of public records. The principle of proportionality cannot be applied in relation to probity, and the assessment must be conducted for all firms in the same manner.
In relation to considering past events in the context of F&P assessments, the Central Bank recognises that the significance of past events may diminish over time. A ten year period since a final decision is provided as a general guide to the diminishing materiality of past events (unless custodial sentences or aggravating factors apply). Firms should still seek information on criminal, civil or regulatory actions in respect of an individual regardless of when they occur.
Reference to providing “evidence of financial soundness” has been removed. The Central Bank does not expect applicants to provide bank statements. In general, absence of judgments/defaults and public record checks will suffice unless there are further disclosures made by the applicant or concerns arise that warrant investigation.
Capacity / time commitments
In relation to the assessment of time commitments, case-by-case assessments will be made based on the firm and the role in question. The F&P Guidance contains a number of factors to consider e.g. other directorships, other CF/PCF roles, other mandates and the responsibilities attached to those mandates.
The default expectation that executive PCF roles are carried out on a full time basis is removed. Firms should be in a position to explain non-full-time executive arrangements.
Availability and accessibility
While PCF/CF roles may be performed outside Ireland, firms are expected to demonstrate "effective strategic direction, decision making, governance and risk management" sufficiently present in Ireland. This should include the management of key risks and the making of key decisions by those within the firm and not elsewhere in the group.
Firms must ensure that the Central Bank has access to key decision-makers to ensure that the firm is capable of being effectively supervised. Accordingly, non resident PCF appointments will be assessed case by case, considering the nature, scale and complexity of the firm and role, and the residency mix of other PCFs.
Independence of mind and board independence
The F&P Guidance distinguishes “independence of mind” (expected of all board members) from “being independent” (required of those holding a PCF-2B role - Independent Non-Executive Director). Additional guidance is provided to support firms being satisfied that board members can make sound, objective and independent judgements (independence of mind). Firms can assume that a person sufficiently qualified and experienced to act as a board member will have sufficient independence of mind to carry out the role, absent evidence to the contrary. Independent Non-Executive Director selection should follow the criteria set out in Section 4.34 of the F&P Guidance.
Inherent responsibilities
Inherent responsibilities are retained in the F&P Guidance as high level role definitions relevant across sectors (predominantly board members and the heads of control functions).
Explicit Senior Executive Accountability Regime (SEAR) references are removed to avoid any impression of an extension of scope of that regime.
Level of knowledge and experience for boards and head of control functions
For board members, objective experience thresholds are retained to promote consistency, with added flexibility to recognise diverse knowledge and experience profiles where appropriately justified. Role, sectoral or firm specific circumstances should be taken into account where an individual does not hold the specified level of experience but may nevertheless be considered suitable for the role. Accordingly, an individual who does not possess the level of experience set out may still be considered fit and proper where there is an appropriate justification.
In relation to heads of control functions, the Central Bank’s general expectation is that the Head of Finance has an appropriate qualification, recognising that in some cases actuarial qualifications may suffice. Qualifications obtained in different jurisdictions are recognised on a non-discriminatory basis.
Collective suitability and diversity and inclusion
The Central Bank's expectations regarding assessments of collective suitability and diversity of boards are reinforced. In the case of sectors where there are no formal diversity requirements, firms are encouraged, as good practice, to have diversity and inclusion internal policies in place for the board of the firm. A board skills matrix may be considered by all firms as good practice to help assess the initial and ongoing suitability of the board and to identify any skills gaps at present or in the future.
The Central Bank indicates it will apply these principles in a flexible, proportionate and constructive way in supervision.
PCF list review
A consultation on proposed PCF list changes will occur in the second half of 2026 and revisions to the list are expected by mid-2027 with a focus on simplification and reduced regulatory burden. A register of PCF holders has been suggested by respondents, and the Central Bank will consider its merits.
In the meantime, limited changes to the PCF list are made:
- Two roles are removed for Stock Exchanges (PCF 24 Head of Traded Markets; PCF 25 Head of International Primary Markets).
- Two safeguarding PCFs are added: Head of Safeguarding for payment institutions/e money institutions and Head of Safeguarding for crypto asset service providers.
Next steps
The F&P Guidance has taken effect from 25 November 2025. On 9 December 2025, the Central Bank hosted an industry webinar to provide an overview of the key changes to the F&P Guidance for stakeholders and further webinars and workshops are envisaged for 2026. The Central Bank has indicated to industry that it will take a reasonable and proportionate approach to expectations around the operationalisation of the F&P Guidance.
In June 2024, the Central Bank published a ‘Fitness and Probity Individual Questionnaire, Applications and PCF Roles Guidance’ pertaining to the F&P section of the Central Bank portal (Portal Guidance) which outlines the various user profiles, the responsibility and role of each user and the permissions they have. The Central Bank intends to further streamline the Portal Guidance to highlight key points, including clarification on user roles and responsibilities and their access and will be hosting webinar sessions with the aim of enhancing clarity and understanding of the PCF application process and avoiding common errors.
If you have any queries on the content of this advisory and/or the impact that it may have on you and your business, please speak to your usual contact in Walkers or connect with any of the contacts listed below.
