Bermuda: Notification of the Amendment to the Insurance Act 1978

On 5 August 2019, the Insurance Amendment Act 2019 (the "Amendment Act") came into operation, amending the Insurance Act 1978. The Amendment Act makes provision for the supervision and regulation of two new classes of insurer, namely "Collateralised Insurers" and "Class IIGB", and for the supervision and regulation of a new category of insurance intermediary, namely the "insurance marketplace provider".

An insurance marketplace provider is aimed at addressing the growing interest in the establishment of InsurTech-related insurance market places.

This advisory will deal in broad terms with the requirements for the new classification of Collateralised Insurers. This advisory is not legal advice and not intended to be exhaustive, but provides brief details and information on the new class.

A Class IIGB Insurer is for those insurers who intend to conduct insurance business in an innovative manner, for instance, utilising digital assets. Unlike the existing Class IGB this is a non-sandbox innovation class and we would be happy to provide further details.

 

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Ireland - Residential Tenancies (Amendment) Act 2019 – Explained

The Residential Tenancies Board (“RTB”) (formerly PRTB) was established back in 2004 by the Residential Tenancies Act 2004. Since 2015 in particular, there has been a steady flow of amendments to this legislation, generally in favour of tenants. The Residential Tenancies (Amendment) Act 2019 (“2019 Act”) is no different and with some exceptions, strengthens protection for tenants in the rental market. While these changes may be easier to absorb for institutional landlords, they will make life more difficult for non-professional landlords. The content of the legislation should bring no surprises to anyone watching the PRS market. Given the government focus on the sector – due to increased rental levels, lack of availability of quality accommodation and so on - the introduction of sanctions and greater policing powers for the RTB was inevitable.

 

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Ireland - Update – Beneficial Ownership Reporting Commences

The Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (the “Central Register”) launched on 29 July 2019.

Irish incorporated companies and other legal entities (“Relevant Entities”) are obliged by Part 3 of the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 (S.I. 110 of 2019) (the “2019 Regulations”) to file details of their beneficial ownership with the Central Register.

Existing Relevant Entities have until 22 November 2019 to file the details of their beneficial ownership with the Central Register and Relevant Entities incorporated after 22 June 2019 shall commence providing information to the Central Register within five months of their incorporation.

Relevant Entities must submit their beneficial ownership information through the Central Register’s online registration portal - https://rbo.gov.ie/. Paper submissions are not accepted and no fees are charged.

The launch of the Central Register had been delayed to allow for some clarifications regarding the legality of the submission of PPS numbers to the Central Register to verify the identity of the beneficial owners of Relevant Entities. Following the entry into force of the Social Welfare Consolidation Act 2005 (Specified Bodies) Regulations 2019 from 29 July 2019, the Central Register now has the relevant authority to use the PPS numbers of beneficial owners in performing its functions. 

Further details of issues relating to the submission of PPS numbers to the Central Register are set out in more detail in the full version of our briefing (link below).

For further information relating the requirements of the 2019 Regulations and the functioning of the Central Register, please consult our previous briefings on the topic here and here.

 

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Notice to Industry - Excluded Person (AML-CFT Form)

On 9 August 2019, the Cayman Islands Monetary Authority (the "Authority") published a Notice to Industry ("Notice") to remind all persons currently registered as excluded persons under the Securities Investment Business Law (2019 Revision) ("SIBL EPs") of their obligation to file AML/CFT Reporting Forms (AIR-157-75 and ARC-158-75) by 15 August 2019.

The Notice states that in the event that the SIBL EP does not provide the required information to the Authority by 15 August 2019, they will be de-registered as a SIBL EP by the Authority.

Walkers is liaising with the Authority regarding the potential impact of this advice, however in the interim we would strongly encourage you, to the extent not done so already, to ensure that the forms are completed fully (all questions are mandatory and must be answered in full) and returned to Walkers as soon as possible. In the event a SIBL EP is de-registered, it will need to re-register before it can undertake SIBL regulated activities in the Cayman Islands.

We are aware that many clients are in the process of finalising these forms and we will continue to provide ongoing support. If you have any questions regarding this Notice, please reach out to your usual Walkers contact.

ESMA Consultation: Guidelines On Performance Fees In UCITS

On 16 July 2019, the European Securities and Markets Authority (“ESMA”) published a consultation paper (the “Consultation”) in respect of draft guidelines on performance fees in UCITS (the “Guidelines”) applicable to undertakings for collective investments in transferable securities (“UCITS”). ESMA will consider all comments from stakeholders by 31 October 2019, with the aim of finalising the Guidelines after this.

Summary

The purpose of the Consultation is to harmonise regulations relating to UCITS performance fees across the EU. ESMA has stated that the need for regulatory convergence stems from the fact that:

  • currently there are different practices across national competent authorities (“NCAs”) regarding performance fee structures and the circumstances in which performance fees can be paid; and
  • this divergence can create risks of regulatory arbitrage and inconsistent levels of investor protection.


The Consultation is specifically relevant for UCITS management companies and investment managers as their delegates (“Managers”), institutional investors, retail investors and relevant trade organisations. The Guidelines have the stated objective of aligning the interests of Managers and investors and cover:

  • general principles on performance fee calculation methods;
  • consistency between the performance fee model and the fund’s investment objectives, strategy and policy;
  • frequency for crystallisation of performance fees;
  • circumstances where performance fees should be payable; and
  • disclosure of the performance fee model.


In preparing the Guidelines, ESMA considered the IOSCO report on “Good Practice for Fees and Expenses of Collective Investment Schemes” – FRO9/16 August 2016 (the “IOSCO Report”) and also relied on an ESMA survey sent to the industry in respect of various questions concerning performance fees.

 

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