Changes from report parliamentary committee draft to plenary report

Added‘(29a) ‘stand-alone institution in the EU’ means stand-alone institution in the EU as defined in Article 4(1), point (33a), of Regulation (EU) No 575/2013;’;

RemovedArticle 1 – paragraph 1 – point 7, Article 27l – paragraph 1 – subparagraph 1 – point d: (d) whether the entity resulting from the proposed operation will be able to comply and continue to comply with the prudential requirements laid down in this Directive and Regulation (EU) No 575/2013, and where applicable, other acts of Union law, in particular Directives 2002/87/EC and 2009/110/EC;

Added(f) the following point (47a) is inserted:

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Added‘(47a) ‘eligible capital’ means the eligible capital as defined in Article 4(1), point (71), of Regulation (EU) No 575/2013;’;

RemovedArticle 1 – paragraph 1 – point 7, Article 27l – paragraph 1 – subparagraph 2: The implementation plan referred to in point (e) shall be subject to appropriate monitoring by the competent authority until completion of the proposed operation.

Added(g) the following points (66) to (69) are added:

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Added‘(66) ‘large institution’ means an institution as defined in Article 4(1), point (146), of Regulation (EU) No 575/2013;

RemovedArticle 1 – paragraph 1 – point 7, Article 27l – paragraph 3 – subparagraph 1: The competent authorities may oppose to the proposed operation only if the criteria set out in paragraph 1 are not met or where the information provided by the financial stakeholder is incomplete despite a request made in accordance with Article 27k.

Added(67) ‘relevant subsidiary’ means a material subsidiary as defined in Article 4(1), point (135), of Regulation (EU) No 575/2013 or a large subsidiary as defined in Article 4(1), point (147), of that Regulation;

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Added(68) ‘periodic penalty payments’ means daily penalties, aimed at ending ongoing breaches and compelling legal or natural person to return to compliance with their obligations under national provisions transposing this Directive, obligations under Regulation (EU) No 575/2013, or obligations arising from a decision issued by the competent authority;

RemovedArticle 1 – paragraph 1 – point 7, Article 27l – paragraph 3 – subparagraph 2: With regard to the criterion laid down in paragraph 1, point (f), an objection in writing by the authorities competent for the supervision of the undertakings in line with Directive (EU) 2015/849 shall constitute reasonable grounds for the competent authorities to oppose the proposed operation.

Added(69) ‘environmental, social and governance risk’ means environmental, social and governance risk as defined in Article 4(1), point (52d), or Regulation (EU) No 575/2013;’;

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Added(69a) “climate neutrality” means the overall climate neutrality objective set out in Article 2 of Regulation (EU) 2021/1119.

RemovedArticle 1 – paragraph 1 – point 7, Article 27m – paragraph 3: 3. The competent authorities shall seek to coordinate their assessment and ensure the consistency of their decisions. Moreover, the competent authorities shall indicate in their decisions any views or reservations made by the competent authority supervising other financial stakeholders.

Added(2) in Article 4, paragraph 4 is replaced by the following:

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Added‘4. Member States shall ensure that competent authorities have the expertise, resources, operational capacity, powers and independence necessary to carry out the functions relating to prudential supervision, investigations and the powers to impose periodic penalty payments and penalties set out in this Directive and in Regulation (EU) No 575/2013.

RemovedArticle 1 – paragraph 1 – point 7, Article 27n – paragraph 1: Member States shall require that, where the financial stakeholders fail to provide prior notification of the proposed operation in accordance with Article 27k(1) or have carried out the proposed operation as referred to in that Article without prior approval by the competent authorities, the competent authorities shall take appropriate measures. Such measures may consist in injunctions, periodic penalty payments, penalties, subject to Articles 65 to 72, against members of the management body and managers of the financial stakeholders or of the entity resulting from the proposed operation.;

AddedFor the purposes of preserving the independence of competent authorities in the exercise of their powers, Member States shall provide ▌the necessary arrangements to ensure that those competent authorities, including their staff and members of their governance bodies, can act independently and objectively, and that those governance bodies are legally distinct from, and functionally independent of, other public and private bodies without seeking or taking instructions, or being subject to influence from supervised institutions, from any government of a Member State or body of the Union or from any other public or private body. Member States shall ensure that members of the governance bodies are appointed for a fixed term, renewable once, based on objective, transparent and published criteria and can be dismissed only if they no longer meet the criteria of appointment or have incurred serious criminal convictions. The reasons for dismissal shall be publicly disclosed. Member States shall ensure that competent authorities publish their objectives, are accountable for the discharge of their duties in relation to those objectives and are subject to financial control which does not affect their independence. These arrangements shall be without prejudice to relevant arrangements under national law whereby the competent authorities are subject to public and democratic accountability..

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AddedMember States shall, in particular, ensure that competent authorities have in place all the necessary arrangements to prevent conflicts of interests of their staff and members of their governance bodies. For those purposes, Member States shall lay down rules proportionate to the role and responsibilities of those staff and members of the governance bodies, and at a minimum prohibiting them from:

RemovedArticle 1 – paragraph 1 – point 8, Article 48a – paragraph 1 – point a: (a) the total value of the assets booked or originated by the third country branch in the Member State is equal to or higher than EUR 5 billion, as reported for the immediately preceding annual reporting period in accordance with Section II, Sub-section 4;

Added(a) trading in financial instruments issued by or referenced to the institutions supervised by the competent authorities, their direct or indirect parent undertakings, subsidiaries or affiliates;

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Added(b) following the end of their employment at the competent authority, being hired by or accepting any kind of contractual agreement for the provision of professional services with any of the following:

RemovedArticle 1 – paragraph 1 – point 8, Article 48i – paragraph 1: 1. Member States shall require third country branches to maintain a registry book enabling those branches to track and keep a comprehensive and precise record of all the assets and liabilities originated by and associated with the activities of the third country branch in the Member State and to manage those assets and liabilities autonomously within the branch. The registry book shall provide sufficient information on the risks generated by the third country branch and on how they are managed.

Added(i) institutions they have directly supervised, including their direct or indirect parent undertakings, subsidiaries or affiliates, over at least the ▌preceding year from the date when taking up any new role for members of the governance bodies and the preceding six months for staff;

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Added(ii) firms that provide services to any of the undertakings referred to in point (i) that were directly supervised over at least the ▌preceding year from the date when taking up any new role for members of the governance bodies and the preceding six months for staff, unless they are strictly precluded from taking part in any provision of those services while the prohibition referred to herein remains in force;

RemovedArticle 1 – paragraph 1 – point 8, Article 48k – paragraph 3 – subparagraph 1 – point b: (b) where Article 111 does not apply to the relevant third country group, the competent authority that would become the consolidated supervisor of that third country group in the Union in accordance with that Article, should the third country branches be treated as subsidiary institutions of the same consolidated group of entities;

Added(iii) direct competitors of institutions they have directly supervised, including their direct or indirect parent undertakings, subsidiaries or affiliates, over at least the six months from the date when taking up any new role for members of the management bodies and the preceding three months for staff;

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Added(iv) companies conducting lobbying and advocacy vis-à-vis the competent authority on matters for which they were responsible during their employment with the competent authority after the expiry of six months from the date on which their responsibilities for these matters ceased.

RemovedArticle 1 – paragraph 1 – point 8, Article 48k – paragraph 5 – subparagraph 3: For the purposes of point (a), the assets held or originated in both the third country branches and the assets held in subsidiary institutions of the third country group shall be included in the calculation.

AddedEBA, in close collaboration with the Single Supervisory Mechanism and taking into account the respective ECB rules, shall issue guidelines in accordance with Article 16 of Regulation (EU) No 1093/2010 by 31 December 2024 on conditions which allow competent authorities to waive, increase or decrease the cooling off periods referred to in points (i) and (ii) for specific members of the management governance bodies and staff.

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AddedMembers of staff and of governance bodies subject to the prohibitions provided for in the third subparagraph, point (b), shall be entitled to an appropriate compensation for the inability to take up a prohibited role.

RemovedArticle 1 – paragraph 1 – point 8, Article 48l – paragraph 1 – subparagraph 1 – point a – introductory part: (a) the assets and liabilities held on their books in accordance with Article 48i or originated by the third country branch, with a breakdown that singles out:

AddedMember States shall lay down rules to manage the conflicts of interests that arise for members of staff and of governance bodies between the date of their resignation and the date of joining one of the firms referred to in point (b) of the third subparagraph. These rules shall, in particular, ensure that those members of staff or of management bodies have limited access to confidential or sensitive information in relation to supervised institutions.

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AddedPrior to the appointment of a staff member and members of governancebodies, competent authorities shall assess whether there is a conflict of interests resulting from the candidate’s previous occupational activities, declaration of financial interests or close personal relationship to members of the Management Board of supervised institutions.

RemovedArticle 1 – paragraph 1 – point 8, Article 48l – paragraph 2 – point f a (new): (fa) the direct provision of cross-border investment services in the Union by the head undertaking and by the subsidiaries of the head undertaking established in a third country, and the investment services that are provided in the Union by the head undertaking and by the subsidiaries of the head undertaking established in a third country on the basis of reverse solicitation.

AddedEBA shall issue guidelines addressed to the competent authorities, in accordance with Article 16 of Regulation (EU) No 1093/2010, on the prevention of conflicts of interests in and independence of competent authorities, taking into account international best practices, for a proportionate application of this Article.’;

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Added______

RemovedArticle 1 – paragraph 1 – point 8, Article 48l – paragraph 3 a (new): 3a. The competent authorities of third country branches shall share with the competent authorities of the Union subsidiaries of the same third country groups the information obtained in accordance with Article 48l(1) and (2).’

Added*1 Regulation (EU) No 1093/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Banking Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/78/EC (OJ L 331, 15.12.2010, p. 12).

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Added*2 Council Regulation (EU) No 1024/2013 of 15 October 2013 conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions (OJ L 287,29.10.2013, p. 63).

RemovedArticle 1 – paragraph 1 – point 9, Article 66 – paragraph 1 – point f: (f) an acquirer as defined in Article 27a(1) acquires directly or indirectly, a qualifying holding, or increases an already held qualifying holding, such that the qualifying holding held by the acquirer in the institution would exceed 15% of the acquirer’s eligible capital without the acquirer’s notifying the competent authorities in breach of that Article;"

Added*3 Regulation (EU) No 468/2014 of the European Central Bank of 16 April 2014 establishing the framework for cooperation within the Single Supervisory Mechanism between the European Central Bank and national competent authorities and with national designated authorities (SSM Framework Regulation) (ECB/2014/17) (OJ L 141, 14.5.2014, p. 1).

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Added*4 Regulation (EU) No 806/2014 of the European Parliament and of the Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund and amending Regulation (EU) No 1093/2010 (OJ L 225, 30.7.2014, p. 1).

RemovedArticle 1 – paragraph 1 – point 9, Article 66 – paragraph 1 – point g: (g) any of the parties referred to in Article 27d of this Directive disposes directly or indirectly of a qualifying holding that exceeds the threshold referred to in Article 27d of this Directive without notifying the competent authorities in breach of that Article;

Added(2a) In Article 8a(4), the following subparagraphs are added:

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