Michael Ahern (Cork East, Fianna Fail)

I move amendment No. 12:

In page 8, between lines 39 and 40, to insert the following:

"12.—Section 9(2) of the Companies (Auditing and Accounting) Act 2003 is amended by inserting the following paragraph after paragraph (m):

"(ma) to perform the functions conferred on it by transparency (regulated markets) law (within the meaning of Part 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006) in respect of the mattersreferred to in Article 24(4)(h) of the Transparency (Regulated Markets) Directive (within the meaning of that Part);".

During the course of my contributions at special committee, I explained that Part 3 of the Bill was designed to partly transpose and partly pave the way for the transposition of the EU transparency directive. This directive deals with and requires disclosure of specific information by companies whose securities are listed on a regulated market and is due for transposition by 20 January 2007.

Due to the nature of some of the disclosure obligations arising, relating as they do to the financial situation of listed companies, it has been decided that the Irish Auditing and Accounting Supervisory Authority, IAASA, be appointed competent authority in respect of these aspects of the directive. The other competent authority for the transparency directive will be the Financial Regulator, which is also the competent authority in respect of the transposing law for a number of related EU directives dealing with the publication of prospectuses and market abuse.

Amendment No. 13 will make a number of amendments to section 10 of the Companies (Auditing and Accounting) Act 2003, which established IAASA. That section sets out the general powers that were given to IAASA and the additional powers now being given are specifically designed to enable IAASA to discharge the functions arising from the EU transparency directive. In particular, IAASA will have the power to apply to the High Court to secure compliance with any of its rules relating to, or arising from, its new functions under transparency regulated markets law.

Amendment No. 14 is to substitute section 29(7) of the 2003 Act in a way that accommodates the expanded grounds arising from these new functions whereon IAASA can petition the High Court to ensure compliance with its rules etc.

Amendment No. 25 will amend section 14(6) of the present Bill by including rules adopted by IAASA within the remit of the subsection and this is directly linked with the changes being made to sections 9 and 10 of the Companies (Auditing and Accounting) Act 2003, to provide for IAASA's new functions under the transparency directive, one of which I have just referred to. The essence of this revised section 14(6) is that the provisions of the regulations that will transpose the EU transparency directive and that will make provision for administrative sanctions will also be applicable to contraventions of rules adopted by IAASA that arise from its functions as competent authority under the law transposing the EU transparency directive.

While section 10 of the present Bill was added by way of amendment at special committee, and while it deals with the conferring of additional functions on IAASA as competent authority under the law transposing the EU transparency directive, its more correct location would be in Part 2 of the Bill, which deals with amendments of Companies Acts, and amendments Nos. 12 and 15 are designed to achieve this.

Deputies will also notice that this group of amendments contains a number of identical amendments to various sections in Part 3 of the Bill whereby we are substituting the defined term "transparency (regulated markets) law", using a lower case "t" in the word "transparency". This responds to the amendments tabled by Deputy Hogan at special committee and the discussion thereon in which Deputy Quinn also participated. Following review of the matter, Parliamentary Counsel agrees that it is unnecessary, in this instance, to have the initial word in the defined term with a capital "T", and the amendments will address this issue.

For the sake of completeness, I notify Members that Parliamentary Counsel has confirmed that the retention of initial capital letters in the defined term, "Transparency (Regulated Markets) Directive" in section 11, and its use in this form elsewhere in the Bill, are appropriate.

I commend the amendments to the House.

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