Scope

1. This Part sets out the Central Bank’s guidance for boards of directors of investment companies, UCITS management companies, alternative investment fund managers  (AIFMs) and AIF management companies incorporated and authorised in Ireland (referred to in this Part as "relevant companies").

2. A board of a relevant company has ultimate responsibility for all aspects of management that are not specifically reserved to the shareholders (whether by constitutive documents or applicable law ([In particular, under the Companies Act 2014 or the Irish Collective Asset-management Vehicles Act 2015]). While boards may delegate tasks internally, it is also common in Ireland for certain tasks to be delegated externally. The focus of this document is on the role of boards where significant tasks are delegated externally. It is not deemed necessary at this time to issue guidance on other aspects of a board’s work. In those regards, boards are recommended to exercise prudent judgement having regard to, but not necessarily confining themselves to, widely accepted standards of good governance and to have regard to the particular challenges of the relevant company.

3. Such delegation, and the legal responsibilities of delegates, does not reduce the board’s ultimate responsibility. It follows that the board must, notwithstanding any such delegation, at all times retain and exercise overall control of the relevant company’s management.