The Central Bank of Ireland (the “CBI“) has issued a “Dear CEO” letter to issuers setting out the findings of its targeted inspection (the “Inspection“) of selected equity issuers listed on Euronext Dublin.
The Inspection assessed the governance and oversight arrangements issuers have in place to comply with the requirements for persons discharging managerial responsibilities (“PDMRs“) under Article 19 of the Market Abuse Regulation (EU) No 596/2014 (“MAR“).
The Inspection forms part of the CBI’s ongoing focus on market abuse and market integrity as identified in its 2026 Regulatory and Supervisory Outlook Report.
Article 19 of MAR requires PDMRs and persons closely associated with them (“PCAs“) to notify the issuer and the CBI of relevant transactions within three business days once the annual threshold of €20,000 is reached.
The issuer must make the information public within two days of receiving the notification.
Issuers must also maintain a list of PDMRs and PCAs and notify PDMRs of their obligations in writing.
PDMRs are prohibited from trading during the 30-day closed period before the announcement of an interim or year-end report, subject to limited exceptions.
The CBI observed a range of good practice, including positive risk management cultures in which company secretaries coordinated closely with PDMRs and PCAs and proactive measures such as training and reminders. However, it found varying levels of maturity and effectiveness across issuers, with weaknesses in policies and procedures, inaccuracies and omissions in PDMR and PCA lists, and, in some cases, a lack of clarity on roles and responsibilities for oversight of the PDMR requirements.
Classification of PDMRs: Some issuers designated only board members as PDMRs without evidencing their classification process. The CBI expects issuers to consider whether senior executives outside the board qualify and to document that assessment.
Policies and procedures: Some policies omitted key elements of the regime, misstated thresholds and timeframes or lacked periodic review. The CBI expects policies to be accurate, up to date, complete and clear on oversight responsibilities.
PDMR and PCA lists: Inaccuracies were identified, including unrecorded PCAs and PCA details sought only on appointment. Issuers should keep lists complete by periodically asking PDMRs to update PCA details and giving new PDMRs clear guidance on the PCA definition.
Public dissemination of transactions: Notifications were disseminated in accordance with MAR, with good practice including pre-release validation by company secretaries. Issuers should validate all details before release and remind PDMRs to ensure their PCAs notify transactions promptly.
Written notification to PDMRs: In one instance some PDMRs did not receive the written notification required under Article 19(5) MAR and some issuers gave no follow-up reminders. Issuers should formally notify PDMRs of their obligations and issue periodic reminders.
Closed periods and clearance to trade: No closed-period trading was detected and most issuers operate a time-bound pre-clearance process, but issuers should continue to assess their controls so that PDMRs do not trade in closed periods without pre-approval granted in accordance with MAR.
Training: Several issuers provided no PDMR training at all. Issuers are encouraged to put in place training covering PDMR obligations and Article 19 MAR requirements.
The CBI expects all issuers to review the letter and to assess whether there are deficiencies to remediate or practices to implement to ensure compliance with Article 19 of MAR and the CBI’s expectations.
Given the CBI’s stated supervisory focus on market integrity, issuers should expect these expectations to inform future supervisory engagement.
