Sittings · Document

DRAFT REPORT (COM(2021)0663 – C90395/2021 – 2021/0341(COD)) 2022-06-01

On the proposal for a directive of the European Parliament and of the Council amending Directive 2013/36/EU as regards supervisory powers, sanctions, third-country branches, and environmental, social and governance risks, and amending Directive 2014/59/EU

Committee on Economic and Monetary Affairs · Rapporteur: Jonás Fernández

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DRAFT EUROPEAN PARLIAMENT LEGISLATIVE RESOLUTION

on the proposal for a directive of the European Parliament and of the Council amending Directive 2013/36/EU as regards supervisory powers, sanctions, third-country branches, and environmental, social and governance risks, and amending Directive 2014/59/EU

(COM(2021)0663 – C90395/2021 – 2021/0341(COD))

(Ordinary legislative procedure: first reading)

– having regard to the Commission proposal to Parliament and the Council (COM(2021)0663),

– having regard to Article 294(2) and Article 53(1) of the Treaty on the Functioning of the European Union, pursuant to which the Commission submitted the proposal to Parliament (C90395/2021),

– having regard to Article 294(3) of the Treaty on the Functioning of the European Union,

– having regard to the opinion of the European Central Bank of 27 April 2022,

– having regard to the opinion of the European Economic and Social Committee of …,

– having regard to Rule 59 of its Rules of Procedure,

– having regard to the report of the Committee on Economic and Monetary Affairs (A9-0000/2022),

1. Adopts its position at first reading hereinafter set out;

2. Instructs its President to forward its position to the Council, the Commission and the national parliaments.

Amendment 1

Proposal for a directive

Recital 5

Text proposed by the Commission

Amendment

(5) Concerning mergers and divisions, the Directive (EU) 2017/1132 lays down harmonised rules and procedures, in particular for cross-border mergers and divisions of limited liability companies. Therefore, the assessment procedure by the competent authorities stipulated in this directive should be complementary to the Directive (EU) 2017/1132 and should not contradict any of its provisions. In case of those cross-border mergers and divisions which fall under the scope of Directive 2017/1132, the motivated opinion issued by the competent supervisory authority should be part of the assessment of the compliance with all relevant conditions and the proper completion of all procedures and formalities required for the pre-merger or pre-division certificate. The motivated opinion should therefore be transferred to the designated national authority responsible for issuing the pre-merger or pre-division certificate under Directive 2017/1132.

(5) Concerning mergers and divisions, the Directive (EU) 2017/1132 lays down harmonised rules and procedures, in particular for cross-border mergers and divisions of limited liability companies. Therefore, the assessment procedure by the competent authorities stipulated in this directive should be complementary to the Directive (EU) 2017/1132 and should not contradict any of its provisions. In case of those cross-border mergers and divisions which fall under the scope of Directive 2017/1132, the motivated decision issued by the competent supervisory authority should be part of the assessment of the compliance with all relevant conditions and the proper completion of all procedures and formalities required for the pre-merger or pre-division certificate. The motivated decision should therefore be transferred to the designated national authority responsible for issuing the pre-merger or pre-division certificate under Directive (EU) 2017/1132.

Or. en

Amendment 2

Proposal for a directive

Recital 8

Text proposed by the Commission

Amendment

(8) In order to ensure proportionality and avoid undue administrative burden, those additional powers of competent authorities should be applicable only to operations deemed material. Only operations consisting in mergers or divisions should be treated automatically as material operations, as the newly created entity can be expected to present a significantly different prudential profile from the entities initially involved in the merger or division. Also, mergers or division should not be concluded by entities undertaking them before a prior positive opinion is received from the competent authorities. Other operations (including acquisition of holding and transfers of assets and liabilities), when considered material, should be assessed by the competent authorities based on a tacit approval procedure.

(8) In order to ensure proportionality and avoid undue administrative burden, those additional powers of competent authorities should be applicable only to operations deemed material. Only operations consisting in mergers or divisions should be treated automatically as material operations, as the newly created entity can be expected to present a significantly different prudential profile from the entities initially involved in the merger or division. Also, mergers or division should not be concluded by entities undertaking them before a prior approval is received from the competent authorities. Other operations (including acquisition of holding and transfers of assets and liabilities), when considered material, should be assessed by the competent authorities based on a tacit approval procedure.

Or. en

Amendment 3

Proposal for a directive

Recital 20

Text proposed by the Commission

Amendment

(20) Where the legal system of the Member State does not allow the administrative penalties provided for in this Directive, the rules on administrative penalties may be applied in such a manner that the penalty is initiated by the competent authority and imposed by judicial authorities. Therefore, it is necessary that those Member States ensure that the application of the rules and penalties has an effect equivalent to the administrative penalties imposed by the competent authorities. When imposing such penalties, judicial authorities should take into account the recommendation by the competent authority initiating the penalty. The penalties imposed should be effective, proportionate and dissuasive.

(20) By way of derogation, restricted only to those limited situations where the legal system of the Member State does not allow the administrative penalties provided for in this Directive, the rules on administrative penalties could be exceptionally applied in such a manner that the penalty is initiated by the competent authority and imposed by judicial authorities. Therefore, it is necessary that those Member States still ensure that the application of the rules and penalties has an effect equivalent to the administrative penalties imposed by the competent authorities. When imposing such penalties, judicial authorities should take into account the recommendation by the competent authority initiating the penalty. The penalties imposed should be effective, proportionate and dissuasive.

Or. en

Amendment 4

Proposal for a directive

Recital 32

Text proposed by the Commission

Amendment

(32) The unprecedented scale of transition towards a sustainable, climate-neutral and circular economy will have considerable impacts on the financial system. In 2018, the Network of Central Banks and Supervisors for Greening the Financial System50 acknowledged that climate-related risks are a source of financial risk. The Commission’s Renewed Sustainable Finance Strategy51 emphasises that environmental, social and governance (ESG) risks, and risks steaming from the physical impact of climate change, biodiversity loss and the broader environmental degradation of ecosystems in particular, pose an unprecedented challenge to our economies and to the stability of the financial system. Those risks present specificities such as their forward-looking nature and their distinctive impacts over short, medium and long-term time horizons.

__________________

50 Launched at the Paris One Planet Summit on 12 December 2017, is a group of Central Banks and Supervisors willing, on a voluntary basis, to share best practices and contribute to the development of environment and climate risk management in the financial sector and to mobilise mainstream finance to support the transition toward a sustainable economy.

51 COM(2021) 390 final, 06.07.2021.

Or. en

Amendment 5

Proposal for a directive

Recital 34

Text proposed by the Commission

Amendment

(34) To maintain adequate resilience to the negative impacts of ESG factors, institutions established in the Union need to be able to systematically identify, measure and manage ESG risks, and their supervisors need to assess the risks at the level of the individual institution as well as at the systemic level, giving priority to environmental factors and progressing to the other sustainability factors as the methodologies and tools for the assessment evolve. Institutions should assess the alignment of their portfolios with the ambition of the Union to become climate-neutral by 2050 as well as avert environmental degradation and biodiversity loss. Institutions should set out specific plans to address the risks arising, in the short, medium and long term, from the misalignment of their business model and strategy with relevant policy objectives of the Union, included in the Paris Agreement, the Fit for 55 package52 [and the post-2020 Global Biodiversity Framework]. Institutions should be required to have robust governance arrangements and internal processes for the management of ESG risks and to have in place strategies approved by their management bodies that take into consideration not only the current but also the forward-looking impact of ESG factors. The collective knowledge and awareness of ESG factors by the management body and institutions’ internal capital allocation to address ESG risks will also be key to drive the change within each and single institution. The specificities of ESG risks as well as their relative novelty means that understandings, measurements and management practices can differ significantly across institutions. To ensure convergence across the Union and a uniform understanding of ESG risks, appropriate definitions and minimum standards for the assessment of those risks should be provided in prudential regulation. To achieve this objective, definitions are laid down in Regulation (EU) No 575/2013 and the EBA is empowered to specify a minimum set of reference methodologies for the assessment of the impact of ESG risks on the financial stability of institutions, giving priority to the impact of environmental factors. Since the forward-looking nature of ESG risks means that scenario analysis and stress testing, together with plans for addressing those risks, are particularly informative assessment tools, EBA should be also empowered to develop uniform criteria for the content of the plans to address those risks and for the setting of scenarios and applying the stress testing methods. Environment-related risks, including risks stemming from environmental degradation and biodiversity loss, and climate-related risks in particular should take priority in light of their urgency and the particular relevance of scenario analysis and stress testing for their assessment.

(34) To maintain adequate resilience to the negative impacts of ESG factors, institutions established in the Union need to be able to systematically identify, measure and manage ESG risks, and their supervisors need to assess the risks at the level of the individual institution as well as at the systemic level, giving priority to environmental factors and progressing to the other sustainability factors as the methodologies and tools for the assessment evolve. Institutions should assess the alignment of their portfolios with the ambition of the Union to become climate-neutral by 2050 as well as avert environmental degradation and biodiversity loss. Institutions should set out specific plans to address the risks arising, in the short, medium and long term, from the misalignment of their business model and strategy with relevant policy objectives of the Union, included in the Paris Agreement, the Fit for 55 package52 [and the post-2020 Global Biodiversity Framework]. Institutions should be required to have robust governance arrangements and internal processes for the management of ESG risks and to have in place strategies approved by their management bodies that take into consideration not only the current but also the forward-looking impact of ESG factors. The collective knowledge and awareness of ESG factors by the management body and institutions’ internal capital allocation to address ESG risks will also be key to drive the change within each and single institution. The specificities of ESG risks as well as their relative novelty means that understandings, measurements and management practices can differ significantly across institutions. To ensure convergence across the Union and a uniform understanding of ESG risks, appropriate definitions and minimum standards for the assessment of those risks should be provided in prudential regulation. To achieve this objective, definitions are laid down in Regulation (EU) No 575/2013 and the EBA is empowered to specify a minimum set of reference methodologies for the assessment of the impact of ESG risks on the financial stability of institutions, giving priority to the impact of environmental factors. Since the forward-looking nature of ESG risks means that scenario analysis and stress testing, together with plans for addressing those risks, are particularly informative assessment tools, EBA should be also empowered to develop uniform criteria for the content of the plans to address those risks and for the setting of scenarios and applying the stress testing methods. EBA should base its scenarios on available scientific evidence, building on the work of the Network for Greening the Financial System and the efforts by the Commission to strengthen cooperation between all relevant public authorities with a view to developing a common methodological base, as outlined in point c of Action 5 of the Communication of the Commission of 6 July 2021 on the Strategy for Financing the Transition to a Sustainable Economy. Environment-related risks, including risks stemming from environmental degradation and biodiversity loss, and climate-related risks in particular should take priority in light of their urgency and the particular relevance of scenario analysis and stress testing for their assessment.

__________________

52 Communication of the Commission COM(2021)568 final, 14.07.2021, comprising the following Commission proposals: COM(2021)562 final, COM(2021)561 final, COM(2021)564 final, COM(2021)563 final, COM(2021)556 final, COM(2021)559 final, COM(2021)558 final, COM(2021)557 final, COM(2021)554 final, COM(2021)555 final, COM(2021)552 final.

Or. en

Amendment 6

Proposal for a directive

Recital 36

Text proposed by the Commission

Amendment

(36) The provisions in Article 133 of Directive 2013/36/EU on the systemic risk buffer framework may already be used to address various kinds of systemic risks, including risks related to climate change. To the extent that the relevant competent or designated authorities, as applicable, consider that risks related to climate change have the potential to have serious negative consequences for the financial system and the real economy in Member States, they should introduce a systemic risk buffer rate for those risks where they consider the introduction of such rate effective and proportionate to mitigate those risks.

(36) The provisions in Article 133 of Directive 2013/36/EU on the systemic risk buffer framework may already be used to address various kinds of systemic risks, including risks related to climate change. To the extent that the relevant competent or designated authorities, as applicable, consider that risks related to climate change have the potential to have serious negative consequences for the financial system and the real economy in Member States, they should introduce a systemic risk buffer rate, which could also be applied to certain sets or subsets of exposures, for instance those subject to physical and transition risks related to climate change, where they consider the introduction of such rate effective and proportionate to mitigate those risks.

Or. en

Amendment 7

Proposal for a directive

Recital 43

Text proposed by the Commission

Amendment

(43) Upon becoming bound by the output floor laid down in Regulation (EU) No 575/2013, the nominal amount of an institution’s additional own funds requirement set by the institution’s competent authority in accordance with Article 104(1), point (a), of Directive 2013/36/EU to address risks other than the risk of excessive leverage should not immediately increase as a result, all else being equal. Furthermore, in such case, the competent authority should review the institution’s additional own funds requirement and assess, in particular, whether and to what extent such requirement captures model risk from the use of internal models by the institution. Where that is the case, the institution’s additional own funds requirement should be regarded as overlapping with the risks captured by the output floor in the own funds requirement of the institution and, consequently, the competent authority should reduce that requirement to the extent necessary to remove any such overlap for as long as the institution remains bound by the output floor.

(43) The additional own funds requirement set by an institution’s competent authority in accordance with Article 104(1), point (a), of Directive 2013/36/EU to address risks other than the risk of excessive leverage should not be increased by the institution’s becoming bound by the output floor set out in Regulation (EU) No 575/2013, all else being equal. Furthermore, upon the institution becoming bound by the output floor, the competent authority should review the institution’s additional own funds requirement and assess, in particular, whether and to what extent such requirement captures risks of excessive variability or a lack of comparability of risk weights from the use of internal models by the institution. Where that is the case, the institution’s additional own funds requirement should be regarded as overlapping with the risks captured by the output floor in the own funds requirement of the institution and, consequently, the competent authority should reduce that requirement to the extent necessary to remove any such overlap for as long as the institution remains bound by the output floor.

Or. en

Amendment 8

Proposal for a directive

Recital 44

Text proposed by the Commission

Amendment

(44) Similarly, upon becoming bound by the output floor, the nominal amount of an institution’s CET1 capital required under the systemic risk buffer should not increase where there has been no increase in the macroprudential or systemic risks associated with the institution. In such cases, the institution’s competent or designated authority, as applicable, should review the calibration of the systemic risk buffer rates and make sure that they remain appropriate and do not double-count the risks that are already covered by virtue of the fact that the institution is bound by the output floor. More in general, competent and designated authorities, as applicable, should not impose systemic risk buffer requirements for risks which are already fully covered by the output floor.

(44) Similarly, upon becoming bound by the output floor, the nominal amount of an institution’s CET1 capital required under the systemic risk buffer might increase. As a rule, competent and designated authorities, as applicable, should not impose systemic risk buffer requirements for risks which are already fully covered by the output floor, regardless of whether or not an institution is bound by the output floor.

Or. en

Amendment 9

Proposal for a directive

Recital 45

Text proposed by the Commission

Amendment

(45) Furthermore, when an institution designated as an ‘other systemically important institution’ becomes bound by the output floor, its competent or designated authority, as applicable, should review the calibration of the institution’s O-SII buffer requirement and make sure that it remains appropriate.

deleted

Or. en

Amendment 10

Proposal for a directive

Article 1 – paragraph 1 – point 1 – point c

Directive 2013/36/EU

Article 3 – paragraph 1 – point 9b

Text proposed by the Commission

Amendment

(9b) ‘chief financial officer’ means the person responsible for the financial resources management, financial planning and financial reporting of the institution;

(9b) ‘chief financial officer’ means the person with overall responsibility for the financial resources management, financial planning and financial reporting;

Or. en

Amendment 11

Proposal for a directive

Article 1 – paragraph 1 – point 1 – point g

Directive 2013/36/EU

Article 3 – paragraph 1 – point 68

Text proposed by the Commission

Amendment

(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;

Or. en

Amendment 12

Proposal for a directive

Article 1 – paragraph 1 – point 2

Directive 2013/36/EU

Article 4 – paragraph 4 – subparagraph 2

Text proposed by the Commission

Amendment

For the purposes of preserving the independence of competent authorities in the exercise of their powers, Member State shall provide all the necessary arrangements to ensure that those competent authorities, including their staff and members of their governance bodies, can act independently and objectively, 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. These arrangements shall be without prejudice to the rights and obligations of the competent authorities as stemming from being part of the European system of financial supervision as stemming from Regulation (EU) No 1093/2010 of the European Parliament and of the Council of 24 November 2010*1, the Single Supervisory Mechanism as stemming from Council Regulation (EU) No 1024/2013 of 15 October 2013*2 and Regulation (EU) No 468/2014 of the European Central Bank of 16 April 2014*3, for the Single Resolution Board as stemming from stemming from Regulation (EU) No 806/2014 of the European Parliament and of the Council of 15 July 2014*4.

For 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, without seeking or taking unilateral independent instructions, from any government of a Member State or body of the Union or from any other public or private body, without prejudice to national arrangements requiring the competent authorities to be accountable to a national government or other public body.

Or. en

Amendment 13

Proposal for a directive

Article 1 – paragraph 1 – point 4 – point a

Directive 2013/36/EU

Article 21a – paragraph 1 – subparagraph 2

Text proposed by the Commission

Amendment

Competent authorities shall perform a review of the parent undertakings of an institution, or of the parent undertakings of an entity requesting an authorisation pursuant to Article 8, in order to detect the presence or not of an undertaking complying with the criteria to be considered as a parent financial holding company in a Member State, a parent mixed financial holding company in a Member State, an EU parent financial holding company or an EU parent mixed financial holding company.

Competent authorities shall regularly review the parent undertakings of an institution, or the parent undertakings of an entity requesting an authorisation pursuant to Article 8, in order to verify whether the institution or entity requesting authorisation has correctly identified an undertaking that complies with the criteria to be considered as a parent financial holding company in a Member State, a parent mixed financial holding company in a Member State, an EU parent financial holding company or an EU parent mixed financial holding company.

Or. en

Amendment 14

Proposal for a directive

Article 1 – paragraph 1 – point 4 – point a

Directive 2013/36/EU

Article 21a – paragraph 1 – subparagraph 3

Text proposed by the Commission

Amendment

For the purposes of the second sub-paragraph, where the parent companies are located in other Member States than the Member State in which the institution, or the entity requesting an authorisation pursuant to Article 8, is established, competent authorities of those two Member States shall cooperate closely to perform the review.

For the purposes of the second sub-paragraph, where the parent undertakings are located in other Member States than the Member State in which the institution, or the entity requesting an authorisation pursuant to Article 8, is established, competent authorities of those two Member States shall cooperate closely to perform the review.

Or. en

Amendment 15

Proposal for a directive

Article 1 – paragraph 1 – point 4 – point a

Directive 2013/36/EU

Article 21a – paragraph 1 – subparagraph 4

Text proposed by the Commission

Amendment

Competent authorities shall publish the outcome of the review referred to in the second sub-paragraph.;

Competent authorities shall publish and regularly update a list of all identified financial holding companies and mixed financial holding companies in their Member State that are subject to approval in accordance with subparagraph 1.

Or. en

Amendment 16

Proposal for a directive

Article 1 – paragraph 1 – point 4 – point b – point ii

Directive 2013/36/EU

Article 21a – paragraph 2 – subparagraph 2

Text proposed by the Commission

Amendment

Where the approval of a financial holding company or mixed financial holding company takes place concurrently with the assessment referred to in Article 22 and Article 27a, the competent authority for the purposes of that Article shall coordinate, as appropriate, with the consolidating supervisor and, where different, the competent authority in the Member State where the financial holding company or mixed financial holding company is established. In that case, the assessment period referred to in Article 22(3), second subparagraph, and Article 27a(6) shall be suspended for a period exceeding 20 working day until the procedure set out in this Article is complete.;

Where the approval of a financial holding company or mixed financial holding company takes place concurrently with the assessment referred to in Article 22 and Article 27a, the competent authority for the purposes of that Article shall coordinate, as appropriate, with the consolidating supervisor and, where different, the competent authority in the Member State where the financial holding company or mixed financial holding company is established. In that case, the assessment period referred to in Article 22(2), second subparagraph, and Article 27a(3) shall be suspended until the procedure set out in this Article is complete.;

Or. en

Amendment 17

Proposal for a directive

Article 1 – paragraph 1 – point 6

Directive 2013/36/EU

Article 21c – paragraph 2

Text proposed by the Commission

Amendment

2. Where a retail client, an eligible counterparty or a professional client within the meaning of Sections I and II of Annex II to Directive 2014/65/EU established or situated in the Union approaches an undertaking established in a third country at its own exclusive initiative for the provision of any service or activity referred to in Article 47(1), the requirement laid down in paragraph 1 of this Article shall not apply to the provision to that person of the relevant service or activity, including a relationship specifically related to the provision of that service or activity. Without prejudice to intragroup relationships, where a third country undertaking, including through an entity acting on its behalf or having close links with such third-country undertaking or any other person acting on behalf of such undertaking, solicits clients or potential clients in the Union, it shall not be deemed to be a service provided at the own exclusive initiative of the client.

2. Where a retail client, an eligible counterparty or a professional client within the meaning of Sections I and II of Annex II to Directive 2014/65/EU established or situated in the Union approaches an undertaking established in a third country at its own exclusive initiative for the provision of any service or activity referred to in Article 47(1), the requirement laid down in paragraph 1 of this Article shall not apply to the provision to that person of the relevant service or activity, including a relationship specifically related to the provision of that service or activity. Where a third country undertaking, including through an entity acting on its behalf or having close links with such third-country undertaking or any other person acting on behalf of such undertaking, solicits clients or potential clients in the Union, it shall not be deemed to be a service provided at the own exclusive initiative of the client.

Or. en

Amendment 18

Proposal for a directive

Article 1 – paragraph 1 – point 6 a (new)

Directive 2013/36/EU

Article 22 – paragraph 2 – subparagraph 1 a (new)

Text proposed by the Commission

Amendment

(6a) In Article 22(2) after the first subparagraph the following subparagraph is inserted:

‘By way of derogation from the first subparagraph of this paragraph, when the proposed acquisition referred to in paragraph 1 is deemed complex by the competent authorities, acknowledgment of the receipt of the notification or of any further information shall be done promptly and in any event within ten working days of the receipt of that notification or of the additional information.’

Or. en

Amendment 19

Proposal for a directive

Article 1 – paragraph 1 – point 6 b (new)

Directive 2013/36/EU

Article 23 – paragraph 1 – subparagraph 1 a (new)

Text proposed by the Commission

Amendment

(6b) in Article 23(1), the following subparagraph is added:

‘For the purposes of assessing the criterion laid down in paragraph 1, point (e) of this Article, competent authorities shall consult, in the context of their verifications, the authorities competent for the supervision of the undertakings in line with Directive (EU) 2015/849.’

Or. en

Amendment 20

Proposal for a directive

Article 1 – paragraph 1 – point 6 c (new)

Directive 2013/36/EU

Article 23 – paragraph 2 – subparagraph 1 a (new)

Text proposed by the Commission

Amendment

(6c) in Article 23(2), the following subparagraph is added:

‘For the purpose of this paragraph and with regard to the criterion laid down in paragraph 1, point (e) of this Article, 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 opposition.’

Or. en

Amendment 21

Proposal for a directive

Article 1 – paragraph 1 – point 6 d (new)

Directive 2013/36/EU

Article 23 – paragraph 6 (new)

Text proposed by the Commission

Amendment

(6d) in Article 23, the following paragraph is added:

‘6. EBA shall develop draft regulatory technical standards specifying the minimum list of information to be provided to the competent authorities at the time of the notification referred to in paragraph 1.

For the purpose of the first subparagraph of this paragraph, EBA shall take into consideration Directive (EU) 2017/1132.

EBA shall submit those draft implementing technical standards to the Commission by ... [18 months from the date of entry into force of this amending Directive].

Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph of this paragraph in accordance with Article 15 of Regulation (EU) No 1093/2010.’

Or. en

Amendment 22

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Chapter 3 – title

Text proposed by the Commission

Amendment

Acquisition or divesture of a qualifying holding

Acquisition or divesture of a material holding

Or. en

Amendment 23

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27a – paragraph 1

Text proposed by the Commission

Amendment

1. Member States shall require any institution, parent financial holding companies in a Member State, parent mixed financial holding companies in a Member State, EU parent financial holding companies and EU parent mixed financial holding companies, or other financial holding companies or mixed financial holding companies required to seek for approval in accordance with Article 21a(1) on a sub-consolidated basis (the “acquirer”) to notify their competent authority where they intend to acquire, directly or indirectly, a qualifying holding which exceeds 15% of the eligible capital of the acquirer (the “proposed acquisition”), indicating the size of the intended holding and the relevant information, as specified in Article 27b(5).

1. Member States shall require any institution or any financial holding company or mixed financial holding company within the scope of Article 21a(1) (the “acquirer”) to notify their competent authority where they intend to acquire, directly or indirectly, a holding which exceeds 15 % of the eligible capital of the acquirer on a consolidated basis (the “proposed acquisition”), indicating the size of the intended holding and the relevant information, as specified in Article 27b(5).

Or. en

Amendment 24

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27a – paragraph 2 – subparagraph 2

Text proposed by the Commission

Amendment

By way of derogation from the paragraph 2 of this Article, and of Article 22(2), when the proposed acquisition referred to in paragraph 1 of this Article or in Article 22(1) is deemed complex by the competent authorities, acknowledgment of the receipt of the notification of any additional information shall be done promptly and in any event within ten working days following the receipt of that notification.

By way of derogation from Article 27a(1) and (2), when the proposed acquisition referred to in paragraph 1 is deemed complex by the competent authorities, acknowledgment of the receipt of the notification or of any additional information shall be done promptly and in any event within ten working days following the receipt of that notification.

Or. en

Amendment 25

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27a – paragraph 3 – subparagraph 1

Text proposed by the Commission

Amendment

The competent authorities shall have 60 working days from the date of the written acknowledgement of receipt of the notification and from the receipt of all documents, including those required by the Member State to be attached to the notification in accordance with Article 27b(4) (the “assessment period”), to carry out the assessment provided for in Article 27b(1) (the “assessment”).

The competent authorities shall have 60 working days from the date of the written acknowledgement of receipt of the notification and from the receipt of all documents, including those required by the Member State to be attached to the notification in accordance with Article 27b(5) (the “assessment period”), to carry out the assessment provided for in Article 27b(1) (the “assessment”).

Or. en

Amendment 26

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27a – paragraph 3 – subparagraph 2

Text proposed by the Commission

Amendment

If the proposed acquisition consists in a qualifying holding in a credit institution as referred in Article 22(1), the acquirer shall also still be subject to the notification requirement and the assessment under that Article. In that event, the period for the competent authority to carry out both assessments referred to in the first subparagraph of this paragraph and in Article 22(2) shall expire only when the latter of the relevant assessment periods expires.

Or. en

Amendment 27

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27a – paragraph 4

Text proposed by the Commission

Amendment

4. The competent authorities shall inform the proposed acquirer of the date of the expiry of the assessment period at the time of acknowledging receipt referred to in paragraph 3.

4. The competent authorities shall inform the proposed acquirer of the date of the expiry of the assessment period at the time of acknowledging receipt referred to in paragraph 2.

Or. en

Amendment 28

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27a – paragraph 7 – introductory part

Text proposed by the Commission

Amendment

7. The competent authorities may extend the suspension referred to in the second subparagraph of paragraph 6 up to 30 working days in the following situations:

7. The competent authorities may extend the suspension referred to in the second sentence of paragraph 6 up to 30 working days in the following situations:

Or. en

Amendment 29

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27a – paragraph 8

Text proposed by the Commission

Amendment

8. Where the approval of a financial holding company or mixed financial holding company pursuant to Article 21a takes place concurrently with the assessment referred in this Article, the competent authority for the purposes of that Article shall coordinate, as appropriate, with the consolidating supervisor and, where different, the competent authority in the Member State where the financial holding company or mixed financial holding company is established. In that case, the assessment period shall be suspended for a period not exceeding 20 working days until the procedure set out in Article 21a is complete.

deleted

Or. en

Amendment 30

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27a – paragraph 12

Text proposed by the Commission

Amendment

12. Member States may not impose requirements for notification to, or approval by, competent authorities of direct or indirect acquisitions or capital that are more stringent than those set out in Article 89 of Regulation (EU) No 575/2013.

12. Member States may not impose requirements for notification to, or approval by, competent authorities of direct or indirect acquisitions that are more stringent than those set out in this Article.

Or. en

Amendment 31

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27b – paragraph 3 – subparagraph 1

Text proposed by the Commission

Amendment

3. The competent authorities may oppose the proposed acquisition only if there are reasonable grounds for doing so on the basis of the criteria set out in paragraph 1 or if the information provided by the acquirer is incomplete, despite a request made in accordance with Article 27a.

3. The competent authorities may oppose the proposed acquisition only if there are reasonable grounds for doing so on the basis of the criteria set out in paragraph 1 of this Article or if the information provided by the acquirer is incomplete, despite a request made in accordance with Article 27a(5).

Or. en

Amendment 32

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27b – paragraph 6

Text proposed by the Commission

Amendment

6. Notwithstanding Article 27a, paragraphs 2 to 7, where two or more proposals to acquire qualifying holdings in the same entity have been notified, the competent authority shall treat the acquirers in a non-discriminatory manner.

6. Notwithstanding Article 27a(2) to (7), where two or more proposals to acquire holdings in the same entity have been notified, the competent authority shall treat the acquirers in a non-discriminatory manner.

Or. en

Amendment 33

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27b – paragraph 7 – subparagraph 1 – point a

Text proposed by the Commission

Amendment

(a) the minimum list of information to be provided to the competent authorities at the time of the notification referred to in Article 23(1), Article 27a(1), Article 27f(1) and Article 27k(1);

(a) the minimum list of information to be provided to the competent authorities at the time of the notification referred to in Article 22(1), Article 27a(1), Article 27f(1) and Article 27k(1);

Or. en

Amendment 34

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27c –paragraph 1 – subparagraph 1 – point a

Text proposed by the Commission

Amendment

(a) a credit institution, insurance undertaking, reinsurance undertaking, investment firm or a management company within the meaning of Article 2(1) point (b) of Directive 2009/65/EC (“UCITS management company”) authorised in another Member State or in a sector other than that of the proposed acquirer;

(a) a credit institution, insurance undertaking, reinsurance undertaking, investment firm or UCITS management company within the meaning of Article 2(1) point (b) of Directive 2009/65/EC authorised in another Member State or in a sector other than that of the proposed acquirer;

Or. en

Amendment 35

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27c – paragraph 1 – subparagraph 1 – point b

Text proposed by the Commission

Amendment

(b) a parent undertaking of a credit institution, insurance undertaking, reinsurance undertaking, investment firm or a management company within the meaning of Article 2(1), point (b) of Directive 2009/65/EC (“UCITS management company”) authorised in another Member State or in a sector other than that of the proposed acquirer;

(b) a parent undertaking of a credit institution, insurance undertaking, reinsurance undertaking, investment firm or UCITS management company within the meaning of Article 2(1), point (b) of Directive 2009/65/EC authorised in another Member State or in a sector other than that of the proposed acquirer;

Or. en

Amendment 36

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27c – paragraph 2

Text proposed by the Commission

Amendment

2. The competent authorities shall seek to coordinate their assessments and ensure the consistency of their decisions. To this end, the decision by the competent authority of the acquirer shall indicate any views or reservations made by the competent authority that has authorised the credit institution controlled by the parent undertaking in which the acquisition is proposed.

2. The competent authorities shall seek to coordinate their assessment and ensure the consistency of their decisions. To this end, the decision by the competent authority of the acquirer shall indicate any views or reservations made by the other relevant competent authority.

Or. en

Amendment 37

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27d – paragraph 1

Text proposed by the Commission

Amendment

Member States shall require institutions, parent mixed financial holding companies in a Member State, EU parent financial holding companies and EU parent mixed financial holding companies, as well as financial holding companies and mixed financial holding companies, to notify the competent authorities where they intend to dispose, directly or indirectly, of a qualifying holding that exceeds 15% of the eligible capital of the acquirer. That notification shall be made in writing and in advance of the divestiture, indicating the size of the holding concerned.

Member States shall require any institution or any financial holding company or mixed financial holding company within the scope of Article 21a(1) to notify the competent authorities where it intends to dispose, directly or indirectly, of a holding that exceeds 15% of its eligible capital on a consolidated basis. That notification shall be made in writing and in advance of the divestiture, indicating the size of the holding concerned.

Or. en

Amendment 38

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27e – paragraph 1

Text proposed by the Commission

Amendment

Where the acquirer fails to notify the proposed acquisition in advance in accordance with Article 27a(1) or has acquired a qualifying holding as referred to that Article despite the competent authorities’ opposition, Member States shall require those competent authorities to take appropriate measures. Such measures may include injunctions, periodic penalty payments and penalties, in accordance with Articles 65 to 72, against members of the management body and senior management. Where a qualifying holding is acquired despite opposition by the competent authorities, Member States shall, without prejudice to potential penalties, provide either for exercise of the corresponding voting rights to be suspended or for votes cast to be declared null and void.

Where the acquirer fails to notify the proposed acquisition in advance in accordance with Article 27a(1) or has acquired a holding as referred to in that Article despite the competent authorities’ opposition, Member States shall require those competent authorities to take appropriate measures. Such measures may include injunctions, periodic penalty payments and penalties, in accordance with Articles 65 to 72, against members of the management body and senior management. Where a holding is acquired despite opposition by the competent authorities, Member States shall, without prejudice to potential penalties, provide either for exercise of the corresponding voting rights to be suspended or for votes cast to be declared null and void.

Or. en

Amendment 39

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27f – paragraph 2 – point a

Text proposed by the Commission

Amendment

(a) the intended operation shall be deemed material for an institution where it is at least equal to 10 % of its total assets or liabilities, where the intended operation is performed between entities of the same group, the intended operation is deemed material for an institution where it is at least equal to 15 % of its total assets or liabilities;

(a) the intended operation shall be deemed material for an institution where it is at least equal to 10 % of its total assets or liabilities on a consolidated basis;

Or. en

Amendment 40

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27h – paragraph 3

Text proposed by the Commission

Amendment

3. The competent authorities shall seek to coordinate their assessments, ensure the consistency of their decisions, and shall indicate in their decisions any views or reservations made by the competent authority supervising other entities involved in the intended operation.

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 entities involved in the intended operation.

Or. en

Amendment 41

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27i – paragraph 1

Text proposed by the Commission

Amendment

Member States shall require that, where the institutions fail to notify the intended operation in advance in accordance with Article 27f(1), or has performed the intended operation as referred to that Article despite opposition by the competent authorities, the competent authorities 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.

Member States shall require that, where the institutions fail to notify the intended operation in advance in accordance with Article 27f(1), or has performed the intended operation as referred to that Article despite opposition by the competent authorities, the competent authorities take appropriate measures. Such measures may consist of injunctions, periodic penalty payments, penalties, subject to Articles 65 to 72, against members of the management body and managers.

Or. en

Amendment 42

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27k – paragraph 1 – subparagraph 2

Text proposed by the Commission

Amendment

For the purpose of the first sub-paragraph, the ECB shall considered as the competent authority to be notified and in charge the assessment when the entities resulting from the proposed operation would meet on a consolidated bases any of the following conditions:

deleted

(a) the total value of its assets exceeds EUR 30 billion;

(b) the ratio of its total assets over the GDP of the participating Member State of establishment exceeds 20%, unless the total value of its assets is below EUR 5 billion.

Or. en

Amendment 43

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27k – paragraph 5

Text proposed by the Commission

Amendment

5. The proposed operations shall not be completed before the issuance of a positive opinion by the competent authorities.

5. The proposed operations shall not be completed before the issuance of an approval by the competent authorities.

Or. en

Amendment 44

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27k – paragraph 6 – subparagraph 1

Text proposed by the Commission

Amendment

The competent authorities shall, within two working days from the completion of their assessment, issue in writing a motivated positive or negative opinion to the financial stakeholders. Subject to national law, an appropriate statement of the reasons for the opinion may be made accessible to the public at the request of the financial stakeholders. This shall not prevent a Member State from allowing the competent authority to publish such information in the absence of a request by the financial stakeholder.

The competent authorities shall, within two working days from the completion of their assessment, issue in writing a motivated positive or negative decision to the financial stakeholders. Subject to national law, an appropriate statement of the reasons for the decision may be made accessible to the public at the request of the financial stakeholders. This shall not prevent a Member State from allowing the competent authority to publish such information in the absence of a request by the financial stakeholder.

Or. en

Amendment 45

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27k – paragraph 6 – subparagraph 2

Text proposed by the Commission

Amendment

The financial stakeholders shall transmit the motivated opinion issued by their competent authorities under the first subparagraph to the authorities in charge, under the national law, of the scrutiny of the proposed operation.

The financial stakeholders shall transmit the motivated decision issued by their competent authorities under the first subparagraph to the authorities in charge, under the national corporate and/or civil law, of the scrutiny of the proposed operation.

Or. en

Amendment 46

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27k – paragraph 8

Text proposed by the Commission

Amendment

8. The positive opinion issued by the competent authority may be limited in time.

8. The competent authorities may fix a maximum period for concluding the proposed operation and extend it where appropriate.

Or. en

Amendment 47

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27l – paragraph 1 – subparagraph 1 – point d

Text proposed by the Commission

Amendment

(d) whether the entity resulting from the proposed operation will be able to comply and continue to comply with the prudential 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;

(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;

Or. en

Amendment 48

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27l – paragraph 1 – subparagraph 2

Text proposed by the Commission

Amendment

The implementation plan referred to in point (d) shall be subject to appropriate monitoring by the competent authority until completion of the proposed operation.

The implementation plan referred to in point (e) shall be subject to appropriate monitoring by the competent authority until completion of the proposed operation.

Or. en

Amendment 49

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27l – paragraph 3 – subparagraph 1

Text proposed by the Commission

Amendment

The competent authorities may issue a negative opinion 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.

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.

Or. en

Amendment 50

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27l – paragraph 3 – subparagraph 2

Text proposed by the Commission

Amendment

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 a reasonable ground for negative opinion.

Or. en

Amendment 51

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27m – paragraph 3

Text proposed by the Commission

Amendment

3. The competent authorities shall seek to coordinate their assessments, ensure the consistency of their opinions, and shall indicate in their opinions any views or reservations made by the competent authority supervising other financial stakeholders.

Or. en

Amendment 52

Proposal for a directive

Article 1 – paragraph 1 – point 7

Directive 2013/36/EU

Article 27n – paragraph 1

Text proposed by the Commission

Amendment

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 that Article without prior positive opinion 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.;

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.;

Or. en

Amendment 53

Proposal for a directive

Article 1 – paragraph 1 – point 8

Directive 2013/36/EU

Article 48a – paragraph 1 – point a

Text proposed by the Commission

Amendment

(a) the total value of the assets booked 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;

(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;

Or. en

Amendment 54

Proposal for a directive

Article 1 – paragraph 1 – point 8

Directive 2013/36/EU

Article 48i – paragraph 1

Text proposed by the Commission

Amendment

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 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.

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.

Or. en

Amendment 55

Proposal for a directive

Article 1 – paragraph 1 – point 8

Directive 2013/36/EU

Article 48k – paragraph 3 – subparagraph 1 – point b

Text proposed by the Commission

Amendment

(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;

Or. en

Amendment 56

Proposal for a directive

Article 1 – paragraph 1 – point 8

Directive 2013/36/EU

Article 48k – paragraph 5 – subparagraph 3

Text proposed by the Commission

Amendment

For the purposes of point (a), the assets held in both the third country branches and subsidiary institutions of the third country group shall be included in the calculation.

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.

Or. en

Amendment 57

Proposal for a directive

Article 1 – paragraph 1 – point 8

Directive 2013/36/EU

Article 48l – paragraph 1 – subparagraph 1 – point a – introductory part

Text proposed by the Commission

Amendment

(a) the assets and liabilities held on their books in accordance with Article 48i, with a breakdown that singles out:

(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:

Or. en

Amendment 58

Proposal for a directive

Article 1 – paragraph 1 – point 8

Directive 2013/36/EU

Article 48l – paragraph 2 – point f a (new)

Text proposed by the Commission

Amendment

(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.

Or. en

Amendment 59

Proposal for a directive

Article 1 – paragraph 1 – point 8

Directive 2013/36/EU

Article 48l – paragraph 3 a (new)

Text proposed by the Commission

Amendment

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).’

Or. en

Amendment 60

Proposal for a directive

Article 1 – paragraph 1 – point 9

Directive 2013/36/EU

Article 66 – paragraph 1 – point f

Text proposed by the Commission

Amendment

(f) an acquirer as defined in Article 27a(1) acquires directly or indirectly, a qualifying holding in an institution, or increases an already held qualifying holding, such that the proportion of voting rights or capital held by the acquirer in the institution would exceed 15% of the institution’s eligible capital without the acquirer’s notifying the competent authorities in breach of that Article;

(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;"

Or. en

Amendment 61

Proposal for a directive

Article 1 – paragraph 1 – point 9

Directive 2013/36/EU

Article 66 – paragraph 1 – point g

Text proposed by the Commission

Amendment

(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 89 of Regulation (EU) 575/2013 without notifying the competent authorities in breach of Article 27d of this Directive;

(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;

Or. en

Amendment 62

Proposal for a directive

Article 1 – paragraph 1 – point 12

Directive 2013/36/EU

Article 73 – paragraph 1

Text proposed by the Commission

Amendment

Institutions shall have in place sound, effective and comprehensive strategies and processes to assess and maintain on an ongoing basis the amounts, types and distribution of internal capital that they consider adequate to cover the nature and level of the risks to which they are or might be exposed in the short, medium and long term time horizon, including environmental, social and governance risks.’;”

Institutions shall have in place sound, effective and comprehensive strategies and processes to assess and maintain on an ongoing basis the amounts, types and distribution of internal capital that they consider adequate to cover the nature and level of the risks to which they are or might be exposed. The coverage of environmental, social and governance risks through this process shall be done for the short, medium and long term;

Or. en

Amendment 63

Proposal for a directive

Article 1 – paragraph 1 – point 13

Directive 2013/36/EU

Article 74 – paragraph 1 – subparagraph 1 – point b

Text proposed by the Commission

Amendment

(b) effective processes to identify, manage, monitor and report the risks they are or might be exposed to in the short, medium and long term time horizon, including environmental, social and governance risks;

(b) effective processes to identify, manage, monitor and report the risks they are or might be exposed. For environmental, social and governance risks, such exposure shall be assessed over the short, medium and long term;

Or. en

Amendment 64

Proposal for a directive

Article 1 – paragraph 1 – point 14 – point a

Directive 2013/36/EU

Article 76 – paragraph 1

Text proposed by the Commission

Amendment

1. Member States shall ensure that the management body approves and at least every two years reviews the strategies and policies for taking up, managing, monitoring and mitigating the risks the institution is or might be exposed to, including those posed by the macroeconomic environment in which it operates in relation to the status of the business cycle, and those resulting from the current, short, medium and long-term impacts of environmental, social and governance factors.;

1. Member States shall ensure that the management body approves and at least annually reviews the strategies and policies for taking up, managing, monitoring and mitigating the risks the institution is or might be exposed to, including those posed by the macroeconomic environment in which it operates in relation to the status of the business cycle, and those relating to impacts of environmental, social and governance factors.;

Or. en

Amendment 65

Proposal for a directive

Article 1 – paragraph 1 – point 14 – point b

Directive 2013/36/EU

Article 76 – paragraph 2 – subparagraph 1 a (new)

Text proposed by the Commission

Amendment

Member States shall ensure that the management body develops specific plans and quantifiable targets to monitor and address the risks arising in the short, medium and long-term from the misalignment of the business model and strategy of the institutions, with the relevant Union policy objectives or broader transition trends towards a sustainable economy in relation to environmental, social and governance factors.;

Member States shall ensure that the management body develops specific plans, quantifiable targets and processes to monitor and address the risks arising in the short, medium and long-term from the misalignment of the business model and strategy of the institutions, with relevant transition trends towards a sustainable economy in relation to environmental, social and governance factors.;

Or. en

Amendment 66

Proposal for a directive

Article 1 – paragraph 1 – point 14 – point c

Directive 2013/36/EU

Article 76 – paragraph 5 – subparagraph 5

Text proposed by the Commission

Amendment

The heads of the internal control functions shall not be removed without prior approval of the management body in its supervisory function and shall be able to have direct access to the management body in its supervisory function where necessary.

The heads of the internal control functions shall not be removed without prior approval of the management body in its supervisory function.

Or. en

Amendment 67

Proposal for a directive

Article 1 – paragraph 1 – point 14 – point c a (new)

Directive 2013/36/EU

Article 77 – paragraph 4 – subparagraph 1

Present text

Amendment

(ca) in Article 77(4), first subparagraph is replaced by the following:

4. EBA shall develop draft regulatory technical standards to further define the notion 'exposures to specific risk which are material in absolute terms' referred to in the first subparagraph of paragraph 3 and the thresholds for large numbers of material counterparties and positions in debt instruments of different issuers.

"4. EBA shall develop draft regulatory technical standards to define the notion 'exposures to specific market risk which are material in absolute terms' referred to in the first subparagraph of paragraph 3 and the thresholds for large numbers of material counterparties and positions in debt instruments of different issuers.’

Or. en

(https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32013L0036&from=EN)

Amendment 68

Proposal for a directive

Article 1 – paragraph 1 – point 15 – point b

Directive 2013/36/EU

Article 78 – paragraph 1 – subparagraph 1 – point b

Text proposed by the Commission

Amendment

(b) that institutions using the alternative standardised approach set out in Part Three, Title IV, Chapter 1a of Regulation (EU) No 575/2013 report the results of their calculations for their exposures or positions that are included in the benchmark templates;

Or. en

Amendment 69

Proposal for a directive

Article 1 – paragraph 1 – point 15 – point b

Directive 2013/36/EU

Article 78 – paragraph 1 – subparagraph 1 – point c – introductory part

Text proposed by the Commission

Amendment

(c) that institutions permitted to use internal approaches under Part Three, Title II, Chapter 3 of Regulation (EU) No 575/2013, as well as significant institutions that apply the standardised approach under Part Three, Title II, Chapter 2 of that Regulation, report the results of the calculations of the approaches used for the purpose of determining the amount of expected credit losses for their exposures or positions that are included in the benchmark templates, where any of the following conditions is met:

(c) that institutions permitted to use internal approaches under Part Three, Title II, Chapter 3 of Regulation (EU) No 575/2013, as well as relevant institutions that apply the standardised approach under Part Three, Title II, Chapter 2 of that Regulation, report the results of the calculations of the approaches used for the purpose of determining the amount of expected credit losses for their exposures or positions that are included in the benchmark portfolios, where any of the following conditions is met:

Or. en

Amendment 70

Proposal for a directive

Article 1 – paragraph 1 – point 15 – point b

Directive 2013/36/EU

Article 78 – paragraph 1 – subparagraph 2

Text proposed by the Commission

Amendment

Institutions shall submit the results of their calculations referred to in the first subparagraph together with an explanation of the methodologies used to produce them and any qualitative information, as requested by EBA, that can explain the impact of these calculations on own funds requirements, to the competent authorities at least annually, but with the possibility for EBA to conduct the exercise biennially after the exercise has run five times.

Institutions shall submit the results of their calculations referred to in the first subparagraph together with an explanation of the methodologies used to produce them and any qualitative information, as requested by EBA, that can explain the impact of these calculations on own funds requirements, to the competent authorities at least annually, unless EBA conducts the exercise biennially, while the frequency of the submission may differ in relation to the different approaches referred to in points (a), (b) and (c) of the first subparagraph.

Or. en

Amendment 71

Proposal for a directive

Article 1 – paragraph 1 – point 15 – point c – point i

Directive 2013/36/EU

Article 78 – paragraph 3 – introductory part

Text proposed by the Commission

Amendment

Competent authorities shall, on the basis of the information submitted by institutions in accordance with paragraph 1, monitor the range of risk weighted exposure amounts or own funds requirements, as applicable, for the exposures or transactions in the benchmark portfolio resulting from the approaches of those institutions. Competent authorities shall make an assessment of the quality of those approaches with the frequency referred to in paragraph 1, second subparagraph, paying particular attention to:;

Competent authorities shall, on the basis of the information submitted by institutions in accordance with paragraph 1, monitor the range of risk weighted exposure amounts or own funds requirements, as applicable, for the exposures or transactions in the benchmark portfolio resulting from the approaches of those institutions. Competent authorities shall make an assessment of the quality of those approaches with at least the same frequency as the EBA exercise referred to in paragraph 1, second subparagraph, paying particular attention to:

Or. en

Amendment 72

Proposal for a directive

Article 1 – paragraph 1 – point 15 – point f – point i

Directive 2013/36/EU

Article 78 – paragraph 8 – subparagraph 1 – point c

Text proposed by the Commission

Amendment

Or. en

Amendment 73

Proposal for a directive

Article 1 – paragraph 1 – point 15 – point f – point ii

Directive 2013/36/EU

Article 78 – paragraph 8 – subparagraph 1 a (new)

Text proposed by the Commission

Amendment

For the purposes of point (c), when determining the list of significant institutions EBA shall take into account proportionality considerations.’;

For the purposes of point (c), when determining the list of relevant institutions EBA shall take into account proportionality considerations.’;

Or. en

Amendment 74

Proposal for a directive

Article 1 – paragraph 1 – point 17

Directive 2013/36/EU

Article 87a – paragraph 4

Text proposed by the Commission

Amendment

4. Competent authorities shall assess and monitor developments of institutions’ practices concerning their environmental, social and governance strategy and risk management, including the plans to be prepared in accordance with Article 76, as well as the progress made and the risks to adapt their business models to the relevant policy objectives of the Union or broader transition trends towards a sustainable economy, taking into account sustainability related product offering, transition finance policies, related loan origination policies, and environmental, social and governance related targets and limits.

4. Competent authorities shall assess and monitor developments of institutions’ practices concerning their environmental, social and governance strategy and risk management, including the plans to be prepared in accordance with Article 76, as well as the progress made and the risks to adapt their business models to the relevant transition trends towards a sustainable economy, taking into account related loan origination policies, and environmental, social and governance related targets and limits.

Or. en

Amendment 75

Proposal for a directive

Article 1 – paragraph 1 – point 17

Directive 2013/36/EU

Article 87a – paragraph 5 – subparagraph 1 – point b

Text proposed by the Commission

Amendment

(b) the content of plans to be prepared in accordance with Article 76, which shall include specific timelines and intermediate quantifiable targets and milestones, in order to address the risks from misalignment of the business model and strategy of institutions with the relevant policy objectives of the Union, or broader transition trends towards a sustainable economy in relation to environmental, social and governance factors;

(b) the content of plans to be prepared in accordance with Article 76, which shall include specific timelines and intermediate quantifiable targets and milestones, in order to address the risks from misalignment of the business model and strategy of institutions with the relevant transition trends towards a sustainable economy in relation to environmental, social and governance factors;

Or. en

Amendment 76

Proposal for a directive

Article 1 – paragraph 1 – point 17

Directive 2013/36/EU

Article 87a – paragraph 5 – subparagraph 2

Text proposed by the Commission

Amendment

EBA shall publish those guidelines by [OP please insert the date = 18 months from date of entry into force of this amending Directive]. EBA shall update those guidelines on a regular basis, to reflect the progress made in measuring and managing environmental, social and governance factors as well as the developments of policy objectives of the Union on sustainability.;

EBA shall publish those guidelines referred to in point (b) of the first subparagraph by ... [12 months from the date of entry into force of this amending Directive]; the guidelines referred to in point (d) of the first subparagraph by [18 months from the date of entry into force of this amending Directive]; and the guidelines referred to in points (a) and (c) of the first subparagraph by ... [24 months from the date of entry into force of this amending Directive]. EBA shall update those guidelines on a regular basis, to reflect the progress made in measuring and managing environmental, social and governance factors as well as the developments of policy objectives of the Union on sustainability.;

Or. en

Amendment 77

Proposal for a directive

Article 1 – paragraph 1 – point 20

Directive 2013/36/EU

Article 91a – paragraph 2 – subparagraph 2

Text proposed by the Commission

Amendment

However, where it is strictly necessary to replace a member of the management body immediately, the entities may assess the suitability of such replacement members after they have taken up their positions. The entities shall be able to duly justify such immediate replacement.

However, where it is strictly necessary to replace a member of the management body immediately, the entities may conduct a lighter suitability assessment of such replacement members before they have taken up their positions. A complete assessment shall be carried out as soon as possible after the replacement members have taken up their positions. EBA shall issue guidelines specifying the conditions for conducting a lighter assessment, including guidance on the cases that might be considered urgent. The entities shall be able to duly justify such immediate replacement.

Or. en

Amendment 78

Proposal for a directive

Article 1 – paragraph 1 – point 20

Directive 2013/36/EU

Article 91b – paragraph 4

Text proposed by the Commission

Amendment

4. Competent authorities that request from the entities additional information or documentation, including interviews or hearings, may extend the assessment period for a maximum of 40 working days. However, the assessment period shall not exceed 120 working days. Request for additional information or documentation shall be made in writing and shall be specific. The entities shall acknowledge receipt of request for additional information or documentation within two working days and provide the requested additional information or documentation within 10 working days as of the date of the written acknowledgement of the request from competent authorities.

4. Competent authorities that request additional information or documentation from the entities or other authorities or which conduct interviews or hearings, may extend the assessment period for a maximum of 40 working days. However, the assessment period shall not exceed 120 working days. Request for additional information or documentation shall be made in writing and shall be specific. The entities shall acknowledge receipt of request for additional information or documentation within two working days and provide the requested additional information or documentation within 10 working days as of the date of the written acknowledgement of the request from competent authorities. Failure by the entities to provide the requested information within this deadline shall result in the procedure being closed without any further assessment by the competent authority. The closure of the procedure shall be without prejudice to the possibility for the entity to submit a new application.

Or. en

Amendment 79

Proposal for a directive

Article 1 – paragraph 1 – point 20

Directive 2013/36/EU

Article 91d – paragraph 4

Text proposed by the Commission

Amendment

4. Competent authorities that request from the entities referred to paragraph 1 additional information or documentation, including interviews or hearings, may extend the assessment period for maximum 40 working days. However, the assessment period shall not exceed 120 working days. Request for additional information or documentation shall be made in writing and shall be specific. The entities referred to paragraph 1 shall acknowledge receipt of request for additional information or documentation within two working days and provide the requested additional information or documentation within 10 working days as of the date of the written acknowledgement of the request from competent authorities.

4. Competent authorities that request additional information or documentation from the entities or other authorities or which conduct interviews or hearings, may extend the assessment period for a maximum of 40 working days. However, the assessment period shall not exceed 120 working days. Request for additional information or documentation shall be made in writing and shall be specific. The entities shall acknowledge receipt of request for additional information or documentation within two working days and provide the requested additional information or documentation within 10 working days as of the date of the written acknowledgement of the request from competent authorities. Failure by the entities to provide the requested information within that deadline shall result in the procedure being closed without any further assessment by the competent authority. The closure of the procedure shall be without prejudice to the possibility for the entity to submit a new application.

Or. en

Amendment 80

Proposal for a directive

Article 1 – paragraph 1 – point 24

Directive 2013/36/EU

Article 100 – paragraph 4

Text proposed by the Commission

Amendment

4. EBA, EIOPA and ESMA shall, through the Joint Committee referred to in Article 54 of Regulations (EU) No 1093/2010, (EU) No 1094/2010 and (EU) No 1095/2010, develop guidelines to ensure that consistency, long-term considerations and common standards for assessment methodologies are integrated into the stress testing of environmental, social and governance risks. Stress testing of environmental, social and governance risks by competent authorities should start with climate-related factors. EBA, EIOPA and ESMA shall, through the Joint Committee referred to in Article 54 of Regulations (EU) No 1093/2010, (EU) No 1094/2010 and (EU) No 1095/2010, explore how social and governance related risks can be integrated into stress testing.;

4. EBA, EIOPA and ESMA shall, through the Joint Committee referred to in Article 54 of Regulations (EU) No 1093/2010, (EU) No 1094/2010 and (EU) No 1095/2010, develop guidelines to ensure that consistency, long-term considerations and common standards for assessment methodologies are integrated into the stress testing of environmental, social and governance risks. The Joint Committee shall publish those guidelines by ... [12 months from the date of entry into force of this amending Directive]. EBA, EIOPA and ESMA shall, through the Joint Committee referred to in Article 54 of Regulations (EU) No 1093/2010, (EU) No 1094/2010 and (EU) No 1095/2010, explore how social and governance related risks can be integrated into stress testing.;

Or. en

Amendment 81

Proposal for a directive

Article 1 – paragraph 1 – point 26 – point b

Directive 2013/36/EU

Article 104a – paragraph 6

Text proposed by the Commission

Amendment

6. Where an institution becomes bound by the output floor, the following shall apply:

deleted

(a) the nominal amount of additional own funds required by the institution’s competent authority in accordance with Article 104(1), point (a), to address risks other than the risk of excessive leverage shall not increase as a result of the institutions’ becoming bound by the output floor;

(b) the institution’s competent authority shall, without undue delay, and no later than by the end date of the next review and evaluation process, review the additional own funds it required from the institution in accordance with Article 104(1), point (a), and remove any parts thereof that would double-count the risks that are already fully covered by the fact that the institution is bound by the output floor.

For the purposes of this Article and Articles 131 and 133 of this Directive, an institution shall be considered as bound by the output floor when the institution’s total risk exposure amount calculated in accordance with Article 92(3), point (a), of Regulation (EU) No 575/2013 exceeds its un-floored total risk exposure amount calculated in accordance with Article 92(4) of that Regulation.

Or. en

Amendment 82

Proposal for a directive

Article 1 – paragraph 1 – point 27

Directive 2013/36/EU

Article 106 – paragraph 1 – point a

Text proposed by the Commission

Amendment

(a) to publish information referred to in Part Eight of Regulation (EU) No 575/2013 more than once per year, and to set deadlines for the submission of disclosure information by large and other institutions to EBA for its publication on a centralised EBA website;

(a) to publish information referred to in Part Eight of Regulation (EU) No 575/2013 more than once per year;

Or. en

Amendment 83

Proposal for a directive

Article 1 – paragraph 1 – point 27

Directive 2013/36/EU

Article 106 – paragragh 1 – point a a (new)

Text proposed by the Commission

Amendment

(aa) to set deadlines for the submission of disclosure information by institutions other than small and non-complex to EBA for its publication on a centralised EBA website;

Or. en

Amendment 84

Proposal for a directive

Article 1 – paragraph 1 – point 27 a (new)

Directive 2013/36/EU

Article 106 – paragraph 1 – subparagraph 1 a (new)

Text proposed by the Commission

Amendment

(27a) in Article 106(1), the following subparagraph is added:

‘EBA shall, taking into consideration the provisions included in Part Eight of Regulation (EU) No 575/2013, issue guidelines in accordance with Article 16 of Regulation (EU) No 1093/2010, to specify the requirements set out in paragraph 1 of this Article. The EBA shall issue those guidelines by ... [12 months from the date of entry into force of this amending Directive].’

Or. en

Amendment 85

Proposal for a directive

Article 1 – paragraph 1 – point 30 – point a

Directive 2013/36/EU

Article 131 – paragraph 5 – subparagraph 1 a (new)

Text proposed by the Commission

Amendment

(a) in paragraph 5, the following subparagraph is added:

deleted

‘Where an O-SII becomes bound by the output floor, its competent or designated authority, as applicable, shall review the institutions O-SII buffer requirement to make sure that its calibration remains appropriate.’;

Or. en

Amendment 86

Proposal for a directive

Article 1 – paragraph 1 – point 30 – point c

Directive 2013/36/EU

Article 131 – paragraph 15 – subparagraph 1

Text proposed by the Commission

Amendment

deleted

‘Where the sum of the systemic risk buffer rate as calculated for the purposes of paragraph 10, 11 or 12 of Article 133 and the O-SII buffer rate or the G-SII buffer rate to which the same institution is subject to would be higher than 5 %, the procedure set out in paragraph 5a of this Article shall apply. For the purposes of this paragraph, where the decision to set a systemic risk buffer, O-SII buffer or G-SII buffer results in a decrease or no change from any of the previously set rates, the procedure set out in paragraph 5a of this Article shall not apply.’;

Or. en

Amendment 87

Proposal for a directive

Article 1 – paragraph 1 – point 31 – point b

Directive 2013/36/EU

Article 133 – paragraph 2a

Text proposed by the Commission

Amendment

(b) the following paragraph 2a is inserted:

deleted

‘2a. Where an institution is bound by the output floor, both of the following shall apply:

(a) the amount of CET1 capital it is required to have in accordance with the first subparagraph shall be capped by the following amount:

[formula]

where:

ET = the un-floored total risk exposure amount of the institution calculated in accordance with Article 92(4) of Regulation (EU) No 575/2013’;

Ei = the un-floored risk exposure amount of the institution for the subset of exposures i calculated in accordance with Article 92(4) of Regulation (EU) No 575/2013;

rT, ri = rT and ri as defined in the first subparagraph.

(b) the competent or designated authority, as applicable, shall review without undue delay the calibration of the systemic risk buffer rate or rates, as applicable, to ensure they remain appropriate and do not double-count the risks that are already covered by the fact that the institution is bound by the output floor.

The calculation in point (a) shall apply until the designated authority has completed the revision set out in point (b) and has published a new decision on the calibration of the systemic risk buffer rate or rates in accordance with the procedure set out in this Article. As of that moment, the cap in point (a) shall no longer apply.’;

Or. en

Amendment 88

Proposal for a directive

Article 1 – paragraph 1 – point 31 – point c

Directive 2013/36/EU

Article 133 – paragraph 8 – point c

Text proposed by the Commission

Amendment

deleted

‘(c) the systemic risk buffer is not to be used to address any of the following:

(i) risks that are covered by Articles 130 and 131;

(ii) risks that are fully covered by the calculation set out in Article 92(3) of Regulation (EU) No 575/2013.’;

Or. en

Amendment 89

Proposal for a directive

Article 1 – paragraph 1 – point 31 – point d

Directive 2013/36/EU

Article 133 – paragraph 9 – point g

Text proposed by the Commission

Amendment

(d) in paragraph 9, the following point (g) is added:

deleted

‘(g) how the calculation set out in Article 92(3) of Regulation (EU) No 575/2013 affects the calibration of the systemic risk buffer rate or rates, as applicable, that the competent authority or the designated authority, as applicable, intends to impose.’;

Or. en