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DRAFT REPORT (COM(2025)0942 – C100327/2025 – 2025/0382(COD))

On the proposal for a directive of the European Parliament and of the Council amending Directives 2009/65/EC, 2011/61/EU and 2014/65/EU as regards the further development of capital market integration and supervision within the Union

ECON-PR-789867

Committee on Economic and Monetary Affairs · Rapporteur: Eero Heinäluoma

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The rapporteur's draft report sets out Parliament's position on a proposed directive amending Directives 2009/65/EC, 2011/61/EU and 2014/65/EU on capital market integration and supervision. It gives ESMA direct responsibility for authorising and supervising significant EU groups of management companies and AIFMs, and direct supervisory powers over depositaries, funded by fees on those groups. It requires ESMA to develop regulatory technical standards on rules of conduct, prudential rules and efficient portfolio management, and sets new disclosure and revenue-return rules for securities lending. It adds macroprudential tools for open-ended AIFs, including liquidity and leverage limits and system-wide stress tests, and tightens rules on non-cooperative tax jurisdictions. It caps variable remuneration at 100% of the fixed component and links performance measurement to climate and transition risks.

Committee position. The rapporteur proposes to strengthen the Commission proposal by giving ESMA direct supervision over large asset management groups and depositaries, adding safeguards for efficient portfolio management techniques, macroprudential tools for open-ended funds, tighter rules on non-cooperative tax jurisdictions, and a 100% cap on variable remuneration.

Key points

  1. Parliament adopts its first-reading position on the Commission proposal amending Directives 2009/65/EC, 2011/61/EU and 2014/65/EU on capital market integration and supervision.
  2. National discretions in the transposition of Directives 2009/65/EC and 2011/61/EU are to be removed at the latest by 31 December 2028.
  3. ESMA is to develop Union-wide rules of conduct and regulatory technical standards for management companies and AIFMs, replacing the Commission's proposed guidelines.
  4. An EU depositary passport is introduced, and ESMA is given direct supervisory powers over depositaries, including fines and on-site inspections.
  5. ESMA is made directly responsible for authorising and supervising significant EU groups of management companies and AIFMs, identified by net asset values and cross-border activity.
  6. ESMA charges fees to significant EU groups of management companies and AIFMs, proportionate to their size and total assets under management.
  7. UCITS and AIFMs must disclose their use of efficient portfolio management techniques, related costs and revenues, and return all revenues net of costs to the fund.
  8. AIFMs managing open-ended AIFs in less liquid assets must show their strategy can be maintained in all foreseeable market conditions, with ESMA stress tests.
  9. Competent authorities may impose redemption notice periods, holding periods and redemption frequency limits on open-ended AIFs, and leverage limits on AIFs.
  10. Non-EU AIFs and AIFMs may not be marketed in the EU if established in countries on Annex I or II of the EU tax blacklist or on the EU AML/CFT list.
  11. Variable remuneration must not exceed 100% of the fixed component for each individual, and performance measurement must include climate and transition risks.
  12. ESMA is required, rather than merely permitted, to develop technical standards on information notifications and the format of breakdowns under Directive 2014/65/EU.

Who is affected

  • Asset management groups operating across the EU: ESMA takes over their authorisation and supervision, and charges them fees.
  • Depositaries: ESMA gains direct supervisory powers, including fines and on-site inspections.
  • UCITS and AIFs: new disclosure and revenue-return rules for securities lending and other efficient portfolio management techniques.
  • Non-EU AIFs and AIFMs: barred from EU marketing if based in listed non-cooperative tax or AML/CFT jurisdictions.
  • Member States: must remove national discretions by 31 December 2028 and transpose the amended rules.

Figures and deadlines

  • National discretions to be removed at the latest by 31 December 2028.
  • Significant EU groups threshold: aggregate Union-wide net asset values above EUR 100 billion.
  • Significant EU groups threshold for AIFMs: aggregate Union-wide net asset values above EUR 150 billion.
  • Review threshold for large EU groups: net asset values between EUR 50 and EUR 150 billion.
  • UCITS may invest no more than 10% of assets in units of a single UCITS or other collective investment undertaking.
  • Variable remuneration must not exceed 100% of the fixed component for each individual.
  • ESMA to submit draft regulatory technical standards within six months of entry into force of the amending Directive.
  • ESMA to identify significant EU groups within 12 months of entry into force of the amending Directive.

Legal basis: Article 294(2) and Articles 53 and 114 of the Treaty on the Functioning of the European Union.