FIG Top 5 At 5 ' 27/11/2025

• Published date: 11 December 2025
• Law Firm: Matheson
• Author: Mr Darren Maher, Joe Beashel, Caroline Kearns, Elaine Long, Gr'inne Callanan, Niamh Mulholland, Ian O'Mara and Claire Scannell

This week's edition of the FIG Top 5 at 5

1. Central Bank publishes Fitness and Probity Standards and Guidance on the Standards of Fitness and Probity

On 25 November 2025, the Central Bank of Ireland ("Central Bank") published its updated Fitness and Probity Standards ("Standards") and accompanying Guidance on the Standards of Fitness and Probity ("Guidance"). The Standards and Guidance have been finalised following the completion of the Central Bank's consultation on revisions to its Fitness and Probity ("F&P") Regime ("CP160") launched in April 2025. For more information on CP160, see FIG Top 5 at 5 dated 17 April 2025.

Standards

While the Standards have now been consolidated and now incorporate the provisions in respect of Credit Unions, which had previously been published in a separate document, the substance of the Standards themselves has not otherwise changed.

Guidance

The consolidation effected is in line with the recommendations included in the Enria Report, specifically, the Central Bank has now consolidated all guidance relating to the F&P Regime into a single document, as well as detailing cross references to other relevant guidance and guidelines which speak to the F&P Regime thereby providing assistance to firms in complying with their obligations.

Structure of the Guidance

The structure of the final Guidance is mostly unchanged from the draft Guidance published in April 2025. The Guidance comprises five chapters covering:

• Legal Framework;
• Population of Controlled Functions ("CFs") and Pre Approval Controlled Functions ("PCFs");
• Fitness and Probity Standards;
• Key Considerations of F&P Assessment; and
• Ongoing Obligations to Comply: Certification.

Updates Introduced in the Guidance

The final Guidance contains a number of changes of note which were not incorporated in the original draft Guidance. We summarise these below:

Theme : The designation of a company secretary as a CF-1

Update

The Guidance clarifies that the designation of a company secretary as a CF-1 should be determined on a case-by-case basis.
Where the functions carried out by the company secretary enable them to exercise a significant influence over the conduct of the affairs of the firm, they should be designated as a CF-1. Where the role carried out by the company secretary is purely administrative, such individuals need not be designated as a CF-1.

Theme : Individuals performing a PCF on a temporary basis ("Temporary Officers")

Update

The Guidance provides significant detail in respect of the appointment of Temporary Officers. The key updates include:

• a Temporary Officer may only perform that role for a period of no more than 6 months;
• where a Temporary Officer is appointed to fill a role that has been permanently vacated, a firm must submit a PCF application in respect of the role to the Central Bank within 3 months from the date of the appointment;
• the requirements for a written notification to the Central Bank regarding the appointment of a Temporary Officer must include:
  (i) information on the circumstances which have given rise to the need for the Temporary Officer appointment;
  (ii) confirmation that the proposed Temporary Officer has agreed to comply with the F&P Standards; and
  (iii) for how long the appointment of the Temporary Officer is requested;
• a notification for the appointment of a Temporary Officer will not be accepted as part of a firm's authorisation application to the Central Bank;
• where a person is accepted by the Central Bank as being suitable to fill the role on a temporary basis this does not imply they are fit and proper to perform the PCF role on a permanent basis; an
• consecutive or cumulative Temporary Officer appointments to a specific PCF role for a period of over 6 months will not be permitted, save for in exceptional circumstances.

Theme : PCF-52 Head of Anti-Money Laundering and Counter Terrorist Financing Compliance ("Head of AML and CTF")

Update

An additional section has been added to the Guidance in respect of the PCF-52, Head of AML and CTF.

The Central Bank's expectation is that where a firm is exposed to a significant degree of inherent money laundering or terrorist financing risk, the firm should consider if it is appropriate for the member of the firm's senior management to be a member of the firm's board of directors.

Where no such appointment is made by the firm, the firm should record in detail its rationale for such decision.

The Guidance reaffirms that pursuant to Section 54(8) of the Criminal Justice Act 2010, where the firm does not make such an appointment, that the Central Bank may direct the firm to do so.

Theme : Availability and accessibility of a PCF who is residing outside the State to the Central Bank

Update

The Guidance contains an additional section discussing the availability and accessibility of a PCF role holder to the Central Bank who is residing outside the State.

The Guidance states that where a firm requests that a person performing PCF roles resides outside of the State, that such requests will be assessed on a case-by-case basis and will take into account:

• the nature, scale and complexity of the firm and the PCF role;
• the ability of the role holder to carry out that role while residing outside of the State; and

the place residence of other PCF role holders.

Theme : Due Diligence

Update

The Guidance states that firms should, rather than must, maintain a record of the skills and competencies they expect the individual role holder to possess for that role.

Theme : Time Commitments

Update

The draft Guidance noted that the general expectation of the Central Bank was that executive PCF roles are carried out on a full time basis. However, this has now been removed.

Theme : Updates to the list of PCFs

Update

The final list of PCF's at Appendix 2 of the Guidance has been updated to include:

1. PCF-56 Head of Safeguarding for Payment Institutions / Electronic Money Institutions / Account Information Service Providers / Small Electronic Money Institutions; and
2. an additional section for Crypto-Asset Service Providers which includes PCF-57 Head of Safeguarding.

Theme : Board skills assessment

Update

In relation to assessing the collective suitability of the Board, the Guidance has been updated to account for the requirement for some credit institutions and insurance undertakings to complete the board skills matrix under the applicable Central Bank Codes of Corporate Governance for Credit Institutions and Insurance Undertakings respectively.

The Guidance also states that all firms may consider using the board skills matrix as a matter of 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.

Theme : Level of Knowledge and Experience

Update

The above clarify the Central Bank's minimum expectations for certain roles, which include:

• the 'level of experience' requirement for executive directors , in addition to the knowledge and understanding requirements regarding the business and risks outlined in the draft Guidance, now requires the individual to have knowledge and understanding of the relevant financial services legislation;
• non-executive directors and independent non-executive directors may have specialist knowledge that complements the firm's strategy instead of or in addition to knowledge and understanding of the business, risks and material activities;
• an additional table (Table 8) has been added to outline criteria for Sole Traders and Single Directors; and
• Table 9 (previously Table 8 in the Draft Guidance) outlines criteria for Heads of Control Functions, and now includes criteria for PCF-52 Head of Anti-Money Laundering and Counter Terrorist Financing Compliance.

Conclusion

The consolidated Guidance and Standards is a...