What changed, Directive 2002/87/EC

+ ## CHAPTER I / OBJECTIVE AND DEFINITIONS
+ 
+ ### Article 1 — Objective
+ 
+ This Directive lays down rules for supplementary supervision of regulated entities which have obtained an authorisation pursuant to Article 6 of Directive 73/239/EEC, Article 6 of Directive 79/267/EEC, Article 3(1) of Directive 93/22/EEC or Article 4 of Directive 2000/12/EC, and which are part of a …
+ 
+ ### Article 2 — Definitions
+ 
+ For the purposes of this Directive:
+ 
+ 1. ‘credit institution’ shall mean a credit institution within the meaning of the second subparagraph of Article 1(1) of Directive 2000/12/EC;
+ 
+ 2. ‘insurance undertaking’ shall mean an insurance undertaking within the meaning of Article 6 of Directive 73/239/EEC, Article 6 of Directive 79/267/EEC or Article 1(b) of Directive 98/78/EC;
+ 
+ 3. ‘investment firm’ shall mean an investment firm within the meaning of Article 1(2) of Directive 93/22/EEC, including the undertakings referred to in Article 2(4) of Directive 93/6/EEC;
+ 
+ 4. ‘regulated entity’ shall mean a credit institution, an insurance undertaking or an investment firm;
+ 
+ 5. ‘asset management company’ shall mean a management company within the meaning of Article 1a(2) of Council Directive 85/611/EEC of 20 December 1985 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (…
+ 
+ 6. ‘reinsurance undertaking’ shall mean a reinsurance undertaking within the meaning of Article 1(c) of Directive 98/78/EC;
+ 
+ 7. ‘sectoral rules’ shall mean the Community legislation relating to the prudential supervision of regulated entities, in particular laid down in Directives 73/239/EEC, 79/267/EEC, 98/78/EC, 93/6/EEC, 93/22/EEC and 2000/12/EC;
+ 
+ 8. ‘financial sector’ shall mean a sector composed of one or more of the following entities:
+ 
+ (a) a credit institution, a financial institution or an ancillary banking services undertaking within the meaning of Article 1(5) and (23) of Directive 2000/12/EC (the banking sector);
+ 
+ (b) an insurance undertaking, a reinsurance undertaking or an insurance holding company within the meaning of Article 1(i) of Directive 98/78/EC (the insurance sector);
+ 
+ (c) an investment firm or a financial institution within the meaning of Article 2(7) of Directive 93/6/EEC (the investment services sector);
+ 
+ (d) a mixed financial holding company;
+ 
+ 9. ‘parent undertaking’ shall mean a parent undertaking within the meaning of Article 1 of Seventh Council Directive 83/349/EEC of 13 June 1983 on consolidated accounts (15) and any undertaking which, in the opinion of the competent authorities, effectively exercises a dominant influence over anothe…
+ 
+ 10. ‘subsidiary undertaking’ shall mean a subsidiary undertaking within the meaning of Article 1 of Directive 83/349/EEC and any undertaking over which, in the opinion of the competent authorities, a parent undertaking effectively exercises a dominant influence; all subsidiary undertakings of subsid…
+ 
+ 11. ‘participation’ shall mean a participation within the meaning of the first sentence of Article 17 of Fourth Council Directive 78/660/EEC of 25 July 1978 on the annual accounts of certain types of companies (16), or the direct or indirect ownership of 20 % or more of the voting rights or capital …
+ 
+ 12. ‘group’ shall mean a group of undertakings, which consists of a parent undertaking, its subsidiaries and the entities in which the parent undertaking or its subsidiaries hold a participation, as well as undertakings linked to each other by a relationship within the meaning of Article 12(1) of Di…
+ 
+ 13. ‘close links’ shall mean a situation in which two or more natural or legal persons are linked by:
+ 
+ (a) ‘participation’, which shall mean the ownership, direct or by way of control, of 20 % or more of the voting rights or capital of an undertaking; or
+ 
+ (b) ‘control’, which shall mean the relationship between a parent undertaking and a subsidiary, in all the cases referred to in Article 1(1) and (2) of Directive 83/349/EEC, or a similar relationship between any natural or legal person and an undertaking; any subsidiary undertaking of a subsidiary u…
+ 
+ A situation in which two or more natural or legal persons are permanently linked to one and the same person by a control relationship shall also be regarded as constituting a close link between such persons;
+ 
+ 14. ‘financial conglomerate’ shall mean a group which meets, subject to Article 3, the following conditions:
+ 
+ (a) a regulated entity within the meaning of Article 1 is at the head of the group or at least one of the subsidiaries in the group is a regulated entity within the meaning of Article 1;
+ 
+ (b) where there is a regulated entity within the meaning of Article 1 at the head of the group, it is either a parent undertaking of an entity in the financial sector, an entity which holds a participation in an entity in the financial sector, or an entity linked with an entity in the financial sect…
+ 
+ (c) where there is no regulated entity within the meaning of Article 1 at the head of the group, the group's activities mainly occur in the financial sector within the meaning of Article 3(1);
+ 
+ (d) at least one of the entities in the group is within the insurance sector and at least one is within the banking or investment services sector;
+ 
+ (e) the consolidated and/or aggregated activities of the entities in the group within the insurance sector and the consolidated and/or aggregated activities of the entities within the banking and investment services sector are both significant within the meaning of Article 3(2) or (3).
+ 
+ Any subgroup of a group within the meaning of point 12 which meets the criteria in this point shall be considered as a financial conglomerate;
+ 
+ 15. ‘mixed financial holding company’ shall mean a parent undertaking, other than a regulated entity, which together with its subsidiaries, at least one of which is a regulated entity which has its head office in the Community, and other entities, constitutes a financial conglomerate;
+ 
+ 16. ‘competent authorities’ shall mean the national authorities of the Member States which are empowered by law or regulation to supervise credit institutions, and/or insurance undertakings and/or investment firms whether on an individual or a group-wide basis;
+ 
+ 17. ‘relevant competent authorities’ shall mean:
+ 
+ (a) Member States' competent authorities responsible for the sectoral group-wide supervision of any of the regulated entities in a financial conglomerate;
+ 
+ (b) the coordinator appointed in accordance with Article 10 if different from the authorities referred to in (a);
+ 
+ (c) other competent authorities concerned, where relevant, in the opinion of the authorities referred to in (a) and (b); this opinion shall especially take into account the market share of the regulated entities of the conglomerate in other Member States, in particular if it exceeds 5 %, and the imp…
+ 
+ 18. ‘intra-group transactions’ shall mean all transactions by which regulated entities within a financial conglomerate rely either directly or indirectly upon other undertakings within the same group or upon any natural or legal person linked to the undertakings within that group by ‘close links’, f…
+ 
+ 19. ‘risk concentration’ shall mean all exposures with a loss potential borne by entities within a financial conglomerate, which are large enough to threaten the solvency or the financial position in general of the regulated entities in the financial conglomerate; such exposures may be caused by cou…
+ 
+ ### Article 3 — Thresholds for identifying a financial conglomerate
+ 
+ 1. For the purposes of determining whether the activities of a group mainly occur in the financial sector, within the meaning of Article 2(14)(c), the ratio of the balance sheet total of the regulated and non-regulated financial sector entities in the group to the balance sheet total of the group as…
+ 
+ 2. For the purposes of determining whether activities in different financial sectors are significant within the meaning of Article 2(14)(e), for each financial sector the average of the ratio of the balance sheet total of that financial sector to the balance sheet total of the financial sector entit…
+ 
+ For the purposes of this Directive, the smallest financial sector in a financial conglomerate is the sector with the smallest average and the most important financial sector in a financial conglomerate is the sector with the highest average. For the purposes of calculating the average and for the me…
+ 
+ 3. Cross-sectoral activities shall also be presumed to be significant within the meaning of Article 2(14)(e) if the balance sheet total of the smallest financial sector in the group exceeds EUR 6 billion. If the group does not reach the threshold referred to in paragraph 2, the relevant competent au…
+ 
+ (a) the relative size of its smallest financial sector does not exceed 5 %, measured either in terms of the average referred to in paragraph 2 or in terms of the balance sheet total or the solvency requirements of such financial sector; or
+ 
+ (b) the market share does not exceed 5 % in any Member State, measured in terms of the balance sheet total in the banking or investment services sectors and in terms of gross premiums written in the insurance sector.
+ 
+ Decisions taken in accordance with this paragraph shall be notified to the other competent authorities concerned.
+ 
+ 4. For the application of paragraphs 1, 2 and 3, the relevant competent authorities may by common agreement:
+ 
+ (a) exclude an entity when calculating the ratios, in the cases referred to in Article 6(5);
+ 
+ (b) take into account compliance with the thresholds envisaged in paragraphs 1 and 2 for three consecutive years so as to avoid sudden regime shifts, and disregard such compliance if there are significant changes in the group's structure.
+ 
+ Where a financial conglomerate has been identified according to paragraphs 1, 2 and 3, the decisions referred to in the first subparagraph of this paragraph shall be taken on the basis of a proposal made by the coordinator of that financial conglomerate.
+ 
+ 5. For the application of paragraphs 1 and 2, the relevant competent authorities may, in exceptional cases and by common agreement, replace the criterion based on balance sheet total with one or both of the following parameters or add one or both of these parameters, if they are of the opinion that …
+ 
+ 6. For the application of paragraphs 1 and 2, if the ratios referred to in those paragraphs fall below 40 % and 10 % respectively for conglomerates already subject to supplementary supervision, a lower ratio of 35 % and 8 % respectively shall apply for the following three years to avoid sudden regim…
+ 
+ Similarly, for the application of paragraph 3, if the balance sheet total of the smallest financial sector in the group falls below EUR 6 billion for conglomerates already subject to supplementary supervision, a lower figure of EUR 5 billion shall apply for the following three years to avoid sudden …
+ 
+ During the period referred to in this paragraph, the coordinator may, with the agreement of the other relevant competent authorities, decide that the lower ratios or the lower amount referred to in this paragraph shall cease to apply.
+ 
+ 7. The calculations referred to in this Article regarding the balance sheet shall be made on the basis of the aggregated balance sheet total of the entities of the group, according to their annual accounts. For the purposes of this calculation, undertakings in which a participation is held shall be …
+ 
+ The solvency requirements referred to in paragraphs 2 and 3 shall be calculated in accordance with the provisions of the relevant sectoral rules.
+ 
+ ### Article 4 — Identifying a financial conglomerate
+ 
+ 1. Competent authorities which have authorised regulated entities shall, on the basis of Articles 2, 3 and 5, identify any group that falls under the scope of this Directive.
+ 
+ For this purpose:
+ 
+ — competent authorities which have authorised regulated entities in the group shall, where necessary, cooperate closely,
+ 
+ — if a competent authority is of the opinion that a regulated entity authorised by that competent authority is a member of a group which may be a financial conglomerate, which has not already been identified according to this Directive, the competent authority shall communicate its view to the other…
+ 
+ 2. The coordinator appointed in accordance with Article 10 shall inform the parent undertaking at the head of a group or, in the absence of a parent undertaking, the regulated entity with the largest balance sheet total in the most important financial sector in a group, that the group has been ident…
+ 
+ ## SECTION 1 / SCOPE
+ 
+ ### Article 5 — Scope of supplementary supervision of regulated entities referred to in Article 1
+ 
+ 1. Without prejudice to the provisions on supervision contained in the sectoral rules, Member States shall provide for the supplementary supervision of the regulated entities referred to in Article 1, to the extent and in the manner prescribed in this Directive.
+ 
+ 2. The following regulated entities shall be subject to supplementary supervision at the level of the financial conglomerate in accordance with Articles 6 to 17:
+ 
+ (a) every regulated entity which is at the head of a financial conglomerate;
+ 
+ (b) every regulated entity, the parent undertaking of which is a mixed financial holding company which has its head office in the Community;
+ 
+ (c) every regulated entity linked with another financial sector entity by a relationship within the meaning of Article 12(1) of Directive 83/349/EEC.
+ 
+ Where a financial conglomerate is a subgroup of another financial conglomerate which meets the requirements of the first subparagraph, Member States may apply Articles 6 to 17 to the regulated entities within the latter group only and any reference in the Directive to the terms group and financial c…
+ 
+ 3. Every regulated entity which is not subject to supplementary supervision in accordance with paragraph 2, the parent undertaking of which is a regulated entity or a mixed financial holding company, having its head office outside the Community, shall be subject to supplementary supervision at the l…
+ 
+ 4. Where persons hold participations or capital ties in one or more regulated entities or exercise significant influence over such entities without holding a participation or capital ties, other than the cases referred to in paragraphs 2 and 3, the relevant competent authorities shall, by common agr…
+ 
+ In order to apply such supplementary supervision, at least one of the entities must be a regulated entity as referred to in Article 1 and the conditions set out in Article 2(14)(d) and (e) must be met. The relevant competent authorities shall take their decision, taking into account the objectives o…
+ 
+ For the purposes of applying the first subparagraph to ‘cooperative groups’, the competent authorities must take into account the public financial commitment of these groups with respect to other financial entities.
+ 
+ 5. Without prejudice to Article 13, the exercise of supplementary supervision at the level of the financial conglomerate shall in no way imply that the competent authorities are required to play a supervisory role in relation to mixed financial holding companies, third-country regulated entities in …
+ 
+ ## SECTION 2 / FINANCIAL POSITION
+ 
+ ### Article 6 — Capital adequacy
+ 
+ 1. Without prejudice to the sectoral rules, supplementary supervision of the capital adequacy of the regulated entities in a financial conglomerate shall be exercised in accordance with the rules laid down in Article 9(2) to (5), in Section 3 of this Chapter, and in Annex I.
+ 
+ 2. The Member States shall require regulated entities in a financial conglomerate to ensure that own funds are available at the level of the financial conglomerate which are always at least equal to the capital adequacy requirements as calculated in accordance with Annex I.
+ 
+ The Member States shall also require regulated entities to have in place adequate capital adequacy policies at the level of the financial conglomerate.
+ 
+ The requirements referred to in the first and second subparagraphs shall be subject to supervisory overview by the coordinator in accordance with Section 3.
+ 
+ The coordinator shall ensure that the calculation referred to in the first subparagraph is carried out at least once a year, either by the regulated entities or by the mixed financial holding company.
+ 
+ The results of the calculation and the relevant data for the calculation shall be submitted to the coordinator by the regulated entity within the meaning of Article 1 which is at the head of the financial conglomerate, or, where the financial conglomerate is not headed by a regulated entity within t…
+ 
+ 3. For the purposes of calculating the capital adequacy requirements referred to in the first subparagraph of paragraph 2, the following entities shall be included in the scope of supplementary supervision in the manner and to the extent defined in Annex I:
+ 
+ (a) a credit institution, a financial institution or an ancillary banking services undertaking within the meaning of Article 1(5) and (23) of Directive 2000/12/EC;
+ 
+ (b) an insurance undertaking, a reinsurance undertaking or an insurance holding company within the meaning of Article 1(i) of Directive 98/78/EC;
+ 
+ (c) an investment firm or a financial institution within the meaning of Article 2(7) of Directive 93/6/EEC;
+ 
+ (d) mixed financial holding companies.
+ 
+ 4. When calculating the supplementary capital adequacy requirements with regard to a financial conglomerate by applying method 1 (Accounting consolidation) referred to in Annex I, the own funds and the solvency requirements of the entities in the group shall be calculated by applying the correspondi…
+ 
+ When applying methods 2 or 3 (Deduction and aggregation, Book value/Requirement deduction) referred to in Annex I, the calculation shall take account of the proportional share held by the parent undertaking or undertaking which holds a participation in another entity of the group. ‘Proportional shar…
+ 
+ 5. The coordinator may decide not to include a particular entity in the scope when calculating the supplementary capital adequacy requirements in the following cases:
+ 
+ (a) if the entity is situated in a third country where there are legal impediments to the transfer of the necessary information, without prejudice to the sectoral rules regarding the obligation of competent authorities to refuse authorisation where the effective exercise of their supervisory functio…
+ 
+ (b) if the entity is of negligible interest with respect to the objectives of the supplementary supervision of regulated entities in a financial conglomerate;
+ 
+ (c) if the inclusion of the entity would be inappropriate or misleading with respect to the objectives of supplementary supervision.
+ 
+ However, if several entities are to be excluded pursuant to (b) of the first subparagraph, they must nevertheless be included when collectively they are of non-negligible interest.
+ 
+ In the case mentioned in (c) of the first subparagraph the coordinator shall, except in cases of urgency, consult the other relevant competent authorities before taking a decision.
+ 
+ When the coordinator does not include a regulated entity in the scope under one of the cases provided for in (b) and (c) of the first subparagraph, the competent authorities of the Member State in which that entity is situated may ask the entity which is at the head of the financial conglomerate for…
+ 
+ ### Article 7 — Risk concentration
+ 
+ 1. Without prejudice to the sectoral rules, supplementary supervision of the risk concentration of regulated entities in a financial conglomerate shall be exercised in accordance with the rules laid down in Article 9(2) to (4), in Section 3 of this Chapter and in Annex II.
+ 
+ 2. The Member States shall require regulated entities or mixed financial holding companies to report on a regular basis and at least annually to the coordinator any significant risk concentration at the level of the financial conglomerate, in accordance with the rules laid down in this Article and i…
+ 
+ These risk concentrations shall be subject to supervisory overview by the coordinator in accordance with Section 3.
+ 
+ 3. Pending further coordination of Community legislation, Member States may set quantitative limits or allow their competent authorities to set quantitative limits, or take other supervisory measures which would achieve the objectives of supplementary supervision, with regard to any risk concentrati…
+ 
+ 4. Where a financial conglomerate is headed by a mixed financial holding company, the sectoral rules regarding risk concentration of the most important financial sector in the financial conglomerate, if any, shall apply to that sector as a whole, including the mixed financial holding company.
+ 
+ ### Article 8 — Intra-group transactions
+ 
+ 1. Without prejudice to the sectoral rules, supplementary supervision of intra-group transactions of regulated entities in a financial conglomerate shall be exercised in accordance with the rules laid down in Article 9(2) to (4), in Section 3 of this Chapter, and in Annex II.
+ 
+ 2. The Member States shall require regulated entities or mixed financial holding companies to report, on a regular basis and at least annually, to the coordinator all significant intra-group transactions of regulated entities within a financial conglomerate, in accordance with the rules laid down in…
+ 
+ The necessary information shall be submitted to the coordinator by the regulated entity within the meaning of Article 1 which is at the head of the financial conglomerate or, where the financial conglomerate is not headed by a regulated entity within the meaning of Article 1, by the mixed financial …
+ 
+ These intra-group transactions shall be subject to supervisory overview by the coordinator.
+ 
+ 3. Pending further coordination of Community legislation, Member States may set quantitative limits and qualitative requirements or allow their competent authorities to set quantitative limits and qualitative requirements, or take other supervisory measures that would achieve the objectives of suppl…
+ 
+ 4. Where a financial conglomerate is headed by a mixed financial holding company, the sectoral rules regarding intra-group transactions of the most important financial sector in the financial conglomerate shall apply to that sector as a whole, including the mixed financial holding company.
+ 
+ ### Article 9 — Internal control mechanisms and risk management processes
+ 
+ 1. The Member States shall require regulated entities to have, in place at the level of the financial conglomerate, adequate risk management processes and internal control mechanisms, including sound administrative and accounting procedures.
+ 
+ 2. The risk management processes shall include:
+ 
+ (a) sound governance and management with the approval and periodical review of the strategies and policies by the appropriate governing bodies at the level of the financial conglomerate with respect to all the risks they assume;
+ 
+ (b) adequate capital adequacy policies in order to anticipate the impact of their business strategy on risk profile and capital requirements as determined in accordance with Article 6 and Annex I;
+ 
+ (c) adequate procedures to ensure that their risk monitoring systems are well integrated into their organisation and that all measures are taken to ensure that the systems implemented in all the undertakings included in the scope of supplementary supervision are consistent so that the risks can be m…
+ 
+ 3. The internal control mechanisms shall include:
+ 
+ (a) adequate mechanisms as regards capital adequacy to identify and measure all material risks incurred and to appropriately relate own funds to risks;
+ 
+ (b) sound reporting and accounting procedures to identify, measure, monitor and control the intra-group transactions and the risk concentration.
+ 
+ 4. The Member States shall ensure that, in all undertakings included in the scope of supplementary supervision pursuant to Article 5, there are adequate internal control mechanisms for the production of any data and information which would be relevant for the purposes of the supplementary supervisio…
+ 
+ 5. The processes and mechanisms referred to in paragraphs 1 to 4 shall be subject to supervisory overview by the coordinator.
+ 
+ ## SECTION 3 / MEASURES TO FACILITATE SUPPLEMENTARY SUPERVISION
+ 
+ ### Article 10 — Competent authority responsible for exercising supplementary supervision (the coordinator)
+ 
+ 1. In order to ensure proper supplementary supervision of the regulated entities in a financial conglomerate, a single coordinator, responsible for coordination and exercise of supplementary supervision, shall be appointed from among the competent authorities of the Member States concerned, includin…
+ 
+ 2. The appointment shall be based on the following criteria:
+ 
+ (a) where a financial conglomerate is headed by a regulated entity, the task of coordinator shall be exercised by the competent authority which has authorised that regulated entity pursuant to the relevant sectoral rules;
+ 
+ (b) where a financial conglomerate is not headed by a regulated entity, the task of coordinator shall be exercised by the competent authority identified in accordance with the following principles:
+ 
+ (i) where the parent of a regulated entity is a mixed financial holding company, the task of coordinator shall be exercised by the competent authority which has authorised that regulated entity pursuant to the relevant sectoral rules;
+ 
+ (ii) where more than one regulated entity with a head office in the Community have as their parent the same mixed financial holding company, and one of these entities has been authorised in the Member State in which the mixed financial holding company has its head office, the task of coordinator sha…
+ 
+ Where more than one regulated entity, being active in different financial sectors, have been authorised in the Member State in which the mixed financial holding company has its head office, the task of coordinator shall be exercised by the competent authority of the regulated entity active in the mo…
+ 
+ Where the financial conglomerate is headed by more than one mixed financial holding company with a head office in different Member States and there is a regulated entity in each of these States, the task of coordinator shall be exercised by the competent authority of the regulated entity with the la…
+ 
+ (iii) where more than one regulated entity with a head office in the Community have as their parent the same mixed financial holding company and none of these entities has been authorised in the Member State in which the mixed financial holding company has its head office, the task of coordinator sh…
+ 
+ (iv) where the financial conglomerate is a group without a parent undertaking at the top, or in any other case, the task of coordinator shall be exercised by the competent authority which authorised the regulated entity with the largest balance sheet total in the most important financial sector.
+ 
+ 3. In particular cases, the relevant competent authorities may by common agreement waive the criteria referred to in paragraph 2 if their application would be inappropriate, taking into account the structure of the conglomerate and the relative importance of its activities in different countries, an…
+ 
+ ### Article 11 — Tasks of the coordinator
+ 
+ 1. The tasks to be carried out by the coordinator with regard to supplementary supervision shall include:
+ 
+ (a) coordination of the gathering and dissemination of relevant or essential information in going concern and emergency situations, including the dissemination of information which is of importance for a competent authority's supervisory task under sectoral rules;
+ 
+ (b) supervisory overview and assessment of the financial situation of a financial conglomerate;
+ 
+ (c) assessment of compliance with the rules on capital adequacy and of risk concentration and intra-group transactions as set out in Articles 6, 7 and 8;
+ 
+ (d) assessment of the financial conglomerate's structure, organisation and internal control system as set out in Article 9;
+ 
+ (e) planning and coordination of supervisory activities in going concern as well as in emergency situations, in cooperation with the relevant competent authorities involved;
+ 
+ (f) other tasks, measures and decisions assigned to the coordinator by this Directive or deriving from the application of this Directive.
+ 
+ In order to facilitate and establish supplementary supervision on a broad legal basis, the coordinator and the other relevant competent authorities, and where necessary other competent authorities concerned, shall have coordination arrangements in place. The coordination arrangements may entrust add…
+ 
+ 2. The coordinator should, when it needs information which has already been given to another competent authority in accordance with the sectoral rules, contact this authority whenever possible in order to prevent duplication of reporting to the various authorities involved in supervision.
+ 
+ 3. Without prejudice to the possibility of delegating specific supervisory competences and responsibilities as provided for by Community legislation, the presence of a coordinator entrusted with specific tasks concerning the supplementary supervision of regulated entities in a financial conglomerate…
+ 
+ ### Article 12 — Cooperation and exchange of information between competent authorities
+ 
+ 1. The competent authorities responsible for the supervision of regulated entities in a financial conglomerate and the competent authority appointed as the coordinator for that financial conglomerate shall cooperate closely with each other. Without prejudice to their respective responsibilities as d…
+ 
+ This cooperation shall at least provide for the gathering and the exchange of information with regard to the following items:
+ 
+ (a) identification of the group structure of all major entities belonging to the financial conglomerate, as well as of the competent authorities of the regulated entities in the group;
+ 
+ (b) the financial conglomerate's strategic policies;
+ 
+ (c) the financial situation of the financial conglomerate, in particular on capital adequacy, intra-group transactions, risk concentration and profitability;
+ 
+ (d) the financial conglomerate's major shareholders and management;
+ 
+ (e) the organisation, risk management and internal control systems at financial conglomerate level;
+ 
+ (f) procedures for the collection of information from the entities in a financial conglomerate, and the verification of that information;
+ 
+ (g) adverse developments in regulated entities or in other entities of the financial conglomerate which could seriously affect the regulated entities;
+ 
+ (h) major sanctions and exceptional measures taken by competent authorities in accordance with sectoral rules or this Directive.
+ 
+ The competent authorities may also exchange with the following authorities such information as may be needed for the performance of their respective tasks, regarding regulated entities in a financial conglomerate, in line with the provisions laid down in the sectoral rules: central banks, the Europe…
+ 
+ 2. Without prejudice to their respective responsibilities as defined under sectoral rules, the competent authorities concerned shall, prior to their decision, consult each other with regard to the following items, where these decisions are of importance for other competent authorities' supervisory t…
+ 
+ (a) changes in the shareholder, organisational or management structure of regulated entities in a financial conglomerate, which require the approval or authorisation of competent authorities;
+ 
+ (b) major sanctions or exceptional measures taken by competent authorities.
+ 
+ A competent authority may decide not to consult in cases of urgency or where such consultation may jeopardise the effectiveness of the decisions. In this case, the competent authority shall, without delay, inform the other competent authorities.
+ 
+ 3. The coordinator may invite the competent authorities of the Member State in which a parent undertaking has its head office, and which do not themselves exercise the supplementary supervision pursuant to Article 10, to ask the parent undertaking for any information which would be relevant for the …
+ 
+ Where the information referred to in Article 14(2) has already been given to a competent authority in accordance with sectoral rules, the competent authorities responsible for exercising supplementary supervision may apply to the first-mentioned authority to obtain the information.
+ 
+ 4. Member States shall authorise the exchange of the information between their competent authorities and between their competent authorities and other authorities, as referred to in paragraphs 1, 2 and 3. The collection or possession of information with regard to an entity within a financial conglom…
+ 
+ Information received in the framework of supplementary supervision, and in particular any exchange of information between competent authorities and between competent authorities and other authorities which is provided for in this Directive, shall be subject to the provisions on professional secrecy …
+ 
+ ### Article 13 — Management body of mixed financial holding companies
+ 
+ Member States shall require that persons who effectively direct the business of a mixed financial holding company are of sufficiently good repute and have sufficient experience to perform those duties.
+ 
+ ### Article 14 — Access to information
+ 
+ 1. Member States shall ensure that there are no legal impediments within their jurisdiction preventing the natural and legal persons included within the scope of supplementary supervision, whether or not a regulated entity, from exchanging amongst themselves any information which would be relevant f…
+ 
+ 2. Member States shall provide that, when approaching the entities in a financial conglomerate, whether or not a regulated entity, either directly or indirectly, their competent authorities responsible for exercising supplementary supervision shall have access to any information which would be relev…
+ 
+ ### Article 15 — Verification
+ 
+ Where, in applying this Directive, competent authorities wish in specific cases to verify the information concerning an entity, whether or not regulated, which is part of a financial conglomerate and is situated in another Member State, they shall ask the competent authorities of that other Member S…
+ 
+ The authorities which receive such a request shall, within the framework of their competences, act upon it either by carrying out the verification themselves, by allowing an auditor or expert to carry it out, or by allowing the authority which made the request to carry it out itself.
+ 
+ The competent authority which made the request may, if it so wishes, participate in the verification when it does not carry out the verification itself.
+ 
+ ### Article 16 — Enforcement measures
+ 
+ If the regulated entities in a financial conglomerate do not comply with the requirements referred to in Articles 6 to 9 or where the requirements are met but solvency may nevertheless be jeopardised or where the intra-group transactions or the risk concentrations are a threat to the regulated entit…
+ 
+ — by the coordinator with respect to the mixed financial holding company,
+ 
+ — by the competent authorities with respect to the regulated entities; to that end, the coordinator shall inform those competent authorities of its findings.
+ 
+ Without prejudice to Article 17(2), Member States may determine what measures may be taken by their competent authorities with respect to mixed financial holding companies.
+ 
+ The competent authorities involved, including the coordinator, shall where appropriate coordinate their supervisory actions.
+ 
+ ### Article 17 — Additional powers of the competent authorities
+ 
+ 1. Pending further harmonisation between sectoral rules, the Member States shall provide that their competent authorities shall have the power to take any supervisory measure deemed necessary in order to avoid or to deal with the circumvention of sectoral rules by regulated entities in a financial c…
+ 
+ 2. Without prejudice to their criminal law provisions, Member States shall ensure that penalties or measures aimed at ending observed breaches or the causes of such breaches may be imposed on mixed financial holding companies, or their effective managers, which infringe laws, regulations or administ…
+ 
+ ## SECTION 4 / THIRD COUNTRIES
+ 
+ ### Article 18 — Parent undertakings outside the Community
+ 
+ 1. Without prejudice to the sectoral rules, in the case referred to in Article 5(3), competent authorities shall verify whether the regulated entities, the parent undertaking of which has its head office outside the Community, are subject to supervision by a third-country competent authority, which …
+ 
+ 2. In the absence of equivalent supervision referred to in paragraph 1, Member States shall apply to the regulated entities, by analogy, the provisions concerning the supplementary supervision of regulated entities referred to in Article 5(2). As an alternative, competent authorities may apply one o…
+ 
+ 3. Member States shall allow their competent authorities to apply other methods which ensure appropriate supplementary supervision of the regulated entities in a financial conglomerate. These methods must be agreed by the coordinator, after consultation with the other relevant competent authorities.…
+ 
+ ### Article 19 — Cooperation with third-country competent authorities
+ 
+ 1. Article 25(1) and (2) of Directive 2000/12/EC and Article 10a of Directive 98/78/EC shall apply *mutatis mutandis* to the negotiation of agreements with one or more third countries regarding the means of exercising supplementary supervision of regulated entities in a financial conglomerate.
+ 
+ 2. Without prejudice to Article 300(1) and (2) of the Treaty, the Commission shall, with the assistance of the European Banking Committee, the European Insurance and Occupational Pensions Committee and the Financial Conglomerates Committee, examine the outcome of the negotiations referred to in para…
+ 
+ ## CHAPTER III / POWERS CONFERRED ON THE COMMISSION AND COMMITTEE PROCEDURE
+ 
+ ### Article 20 — Powers conferred on the Commission
+ 
+ 1. The Commission shall adopt, in accordance with the procedure referred to in Article 21(2), the technical adaptations to be made to this Directive in the following areas:
+ 
+ (a) a more precise formulation of the definitions referred to in Article 2 in order to take account of developments in financial markets in the application of this Directive;
+ 
+ (b) a more precise formulation of the definitions referred to in Article 2 in order to ensure uniform application of this Directive in the Community;
+ 
+ (c) the alignment of terminology and the framing of definitions in the Directive in accordance with subsequent Community acts on regulated entities and related matters;
+ 
+ (d) a more precise definition of the calculation methods set out in Annex I in order to take account of developments on financial markets and prudential techniques;
+ 
+ (e) coordination of the provisions adopted pursuant to Articles 7 and 8 and Annex II with a view to encouraging uniform application within the Community.
+ 
+ 2. The Commission shall inform the public of any proposal presented in accordance with this Article and will consult interested parties prior to submitting the draft measures to the Financial Conglomerates Committee referred to in Article 21.
+ 
+ ### Article 21 — Committee
+ 
+ 1. The Commission shall be assisted by a Financial Conglomerates Committee, hereinafter referred to as the ‘Committee’.
+ 
+ 2. Where reference is made to this paragraph, Articles 5 and 7 of Decision 1999/468/EC shall apply, having regard to the provisions of Article 8 thereof.
+ 
+ The period laid down in Article 5(6) of Decision 1999/468/EC shall be set at three months.
+ 
+ 3. The Committee shall adopt its rules of procedure.
+ 
+ 4. Without prejudice to the implementing measures already adopted, on the expiry of a four-year period following the entry into force of this Directive, the application of the provisions thereof requiring the adoption of technical rules and decisions in accordance with the procedure referred to in p…
+ 
+ 5. The Committee may give general guidance as to whether the supplementary supervision arrangements of competent authorities in third countries are likely to achieve the objectives of the supplementary supervision as defined in this Directive, in relation to the regulated entities in a financial con…
+ 
+ 6. The Committee shall be kept informed by Member States of the principles they apply concerning the supervision of intra-group transactions and risk concentration.
+ 
+ ## CHAPTER IV / AMENDMENTS TO EXISTING DIRECTIVES
+ 
+ ### Article 22 — Amendments to Directive 73/239/EEC
+ 
+ Directive 73/239/EEC is amended as follows:
+ 
+ 1. the following Article shall be inserted:
+ 
+ ‘Article 12a
+ 
+ 1. The competent authorities of the other Member State involved shall be consulted prior to the granting of an authorisation to an insurance undertaking, which is:
+ 
+ (a) a subsidiary of an insurance undertaking authorised in another Member State; or
+ 
+ (b) a subsidiary of the parent undertaking of an insurance undertaking authorised in another Member State; or
+ 
+ (c) controlled by the same person, whether natural or legal, who controls an insurance undertaking authorised in another Member State.
+ 
+ 2. The competent authority of a Member State involved responsible for the supervision of credit institutions or investment firms shall be consulted prior to the granting of an authorisation to an insurance undertaking which is:
+ 
+ (a) a subsidiary of a credit institution or investment firm authorised in the Community; or
+ 
+ (b) a subsidiary of the parent undertaking of a credit institution or investment firm authorised in the Community; or
+ 
+ (c) controlled by the same person, whether natural or legal, who controls a credit institution or investment firm authorised in the Community.
+ 
+ 3. The relevant competent authorities referred to in paragraphs 1 and 2 shall in particular consult each other when assessing the suitability of the shareholders and the reputation and experience of directors involved in the management of another entity of the same group. They shall inform each othe…
+ 
+ 2. the following subparagraphs shall be added to Article 16(2):
+ 
+ ‘The available solvency margin shall also be reduced by the following items:
+ 
+ (a) participations which the insurance undertaking holds in
+ 
+ — insurance undertakings within the meaning of Article 6 of this Directive, Article 6 of First Directive 79/267/EEC of 5 March 1979 on the coordination of laws, regulations and administrative provisions relating to the taking up and pursuit of the business of direct life assurance (17), or Article 1…
+ 
+ — reinsurance undertakings within the meaning of Article 1(c) of Directive 98/78/EC,
+ 
+ — insurance holding companies within the meaning of Article 1(i) of Directive 98/78/EC,
+ 
+ — credit institutions and financial institutions within the meaning of Article 1(1) and (5) of Directive 2000/12/EC of the European Parliament and of the Council (19),
+ 
+ — investment firms and financial institutions within the meaning of Article 1(2) of Directive 93/22/EEC (20) and of Article 2(4) and (7) of Directive 93/6/EEC (21);
+ 
+ (b) each of the following items which the insurance undertaking holds in respect of the entities defined in (a) in which it holds a participation:
+ 
+ — instruments referred to in paragraph 3,
+ 
+ — instruments referred to in Article 18(3) of Directive 79/267/EEC,
+ 
+ — subordinated claims and instruments referred to in Article 35 and Article 36(3) of Directive 2000/12/EC.
+ 
+ Where shares in another credit institution, investment firm, financial institution, insurance or reinsurance undertaking or insurance holding company are held temporarily for the purposes of a financial assistance operation designed to reorganise and save that entity, the competent authority may wai…
+ 
+ As an alternative to the deduction of the items referred to in (a) and (b) of the fourth subparagraph which the insurance undertaking holds in credit institutions, investment firms and financial institutions, Member States may allow their insurance undertakings to apply *mutatis mutandis* methods 1,…
+ 
+ Member States may provide that, for the calculation of the solvency margin as provided for by this Directive, insurance undertakings subject to supplementary supervision in accordance with Directive 98/78/EC or to supplementary supervision in accordance with Directive 2002/87/EC, need not deduct the…
+ 
+ For the purposes of the deduction of participations referred to in this paragraph, participation shall mean a participation within the meaning of Article 1(f) of Directive 98/78/EC.
+ 
+ ### Article 23 — Amendments to Directive 79/267/EEC
+ 
+ Directive 79/267/EC is amended as follows:
+ 
+ 1. the following Article shall be inserted:
+ 
+ ‘Article 12a
+ 
+ 1. The competent authorities of the other Member State involved shall be consulted prior to the granting of an authorisation to a life assurance undertaking, which is:
+ 
+ (a) a subsidiary of an insurance undertaking authorised in another Member State; or
+ 
+ (b) a subsidiary of the parent undertaking of an insurance undertaking authorised in another Member State; or
+ 
+ (c) controlled by the same person, whether natural or legal, who controls an insurance undertaking authorised in another Member State.
+ 
+ 2. The competent authority of a Member State involved, responsible for the supervision of credit institutions or investment firms, shall be consulted prior to the granting of an authorisation to a life assurance undertaking, which is:
+ 
+ (a) a subsidiary of a credit institution or investment firm authorised in the Community; or
+ 
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