Commission Delegated Regulation (EU) 2025/418 of 16 December 2024 supplementing Regulation (EU) 2023/1114
as it stood on 2024-12-16, permalink: /eu-eurlex/32025r0418/2024-12-16
Point-in-time view as at 2024-12-16. This version has been
superseded, it applied 2024-12-16 → open. Jump to the
version in force today or see
exactly what changed next.
Text included, per-article reading view.
Deterministic extraction of the verbatim retrieved document; each article carries its own hash and anchor.
© European Union, 1998-2026. Reuse permitted with attribution under Commission Decision 2011/833/EU. Consolidated texts have no legal effect; only acts published in the Official Journal are authentic.
art_1
#art_1
Article 1
This Regulation applies to the following issuers of asset referenced tokens or e-money tokens:
| (a) | issuers of significant asset-reference tokens; |
|---|
| (b) | electronic money institutions issuing significant e-money tokens; |
|---|
| (c) | issuers of asset-reference tokens that are not significant, where required by the competent authority under Article 35(4) of Regulation (EU) 2023/1114; |
|---|
| (d) | electronic money institutions issuing e-money tokens that are not significant, where required by the competent authority under Article 58(2) of Regulation (EU) 2023/1114. |
|---|
art_2
#art_2
Article 2
For the purposes of this Regulation, the following definitions shall apply:
| (1) | ‘Staff’ means all employees of an issuer of asset-referenced tokens or e-money tokens, and all members of such issuer’s management bodies; |
|---|
| (2) | ‘Senior management’ means those natural persons who exercise executive functions within an issuer of asset-referenced tokens or e-money tokens and who are responsible and accountable to the management body, but are not members of that body, for the day-to-day management of the issuer under the direction of its management body; |
|---|
| (3) | ‘Identified staff’ means staff that has a material impact on the risk profile of the issuer of asset-referenced tokens or e-money tokens, or on the risk profile of significant asset-referenced or electronic-money tokens they issue; |
|---|
| (4) | ‘Managerial responsibility’ means a situation, in which a staff member either:(a)leads a business unit, material business unit or a control function and is directly accountable to the management body as a whole or to a member of the management body or to the senior management; or(b)carries out a function or a task laid down in Article 5(2), point (c); |
|---|---|
| (a) | leads a business unit, material business unit or a control function and is directly accountable to the management body as a whole or to a member of the management body or to the senior management; or |
| (b) | carries out a function or a task laid down in Article 5(2), point (c); |
| (5) | ‘Risk appetite’ means the aggregate level and types of risk that an issuer of asset-referenced tokens or e-money token is willing to assume within its risk capacity, in line with its business model, to achieve its strategic objectives; |
|---|
| (6) | ‘Business unit’ means a business unit as defined in Article 142(1), point (3), of Regulation (EU) No 575/2013; |
|---|
| (7) | ‘Material business unit’ means a business unit as defined in Article 142(1), point (3), of Regulation (EU) No 575/2013 that is assessed by the issuer of asset-referenced tokens or e-money tokens as having a material impact on the issuer’s business model or as representing a material source of revenue, profit or franchise value for an issuer; |
|---|
| (8) | ‘Control function’ means a function that is independent from the business units it controls and that is responsible for internal control procedures and includes the risk management, compliance and the internal audit functions; |
|---|
| (9) | ‘Remuneration’ means all forms of fixed and variable remuneration, including the following:(a)monetary or non-monetary payments and benefits, awarded directly to staff by or on behalf of issuers of asset-referenced tokens or e-money tokens in exchange for professional services provided by staff;(b)carried interest payments within the meaning of Article 4(1), point (d), of Directive 2011/61/EU;(c)other payments made via methods and vehicles which, if they were not considered as remuneration, would lead to a circumvention of the remuneration requirements set out in Regulation (EU) 2023/1114 and in this Regulation. |
|---|---|
| (a) | monetary or non-monetary payments and benefits, awarded directly to staff by or on behalf of issuers of asset-referenced tokens or e-money tokens in exchange for professional services provided by staff; |
| (b) | carried interest payments within the meaning of Article 4(1), point (d), of Directive 2011/61/EU; |
| (c) | other payments made via methods and vehicles which, if they were not considered as remuneration, would lead to a circumvention of the remuneration requirements set out in Regulation (EU) 2023/1114 and in this Regulation. |
art_3
#art_3
Article 3
- The management body of issuers of asset referenced tokens and e-money tokens shall carry out all the following tasks:
| (a) | approve and retain ultimate responsibility for the issuer’s remuneration policy; |
|---|
| (b) | approve any changes to the remuneration policy; |
|---|
| (c) | seek advice from the remuneration committee where established by the issuer, on the issuer’s remuneration policy. |
|---|
- Issuers of asset referenced tokens or e-money tokens shall ensure the following:
| (a) | the implementation of their remuneration policies is subject to a review for compliance with policies and procedures by control functions at least annually; |
|---|
| (b) | the compliance function and the risk management function, where established, or staff entrusted with the performance of compliance procedures or risk management procedures, the internal audit function, where established, and human resources function provide effective input on the design of the remuneration policies; |
|---|
| (c) | potential conflicts of interest caused by the pay-out in instruments as part of the variable or fixed remuneration are identified and appropriately mitigated. |
|---|
- The review referred to in point (a) of paragraph (2) may be outsourced to an external party.
art_4
#art_4
Article 4
- Issuers of asset referenced tokens or e-money tokens shall ensure that their remuneration policies for all staff meet the following criteria:
| (a) | they are consistent with the rights and interests of holders of tokens with a view to ensuring that holders are treated fairly and that their interests are not impaired by the remuneration practices adopted by the issuer; |
|---|
| (b) | they are gender-neutral and based on the principle of equal pay for male and female staff for equal work or work of equal value within the meaning of Article 3(1), point (65), of Directive 2013/36/EU; |
|---|
| (c) | they are consistent with the objectives of the business and risk strategy, including environmental, social and governance (ESG) risk-related objectives, corporate culture and values, risk culture and risk appetite; |
|---|
| (d) | they ensure that the staff engaged in control functions are remunerated in accordance with the achievement of the objectives linked to their functions and independently of the performance of the business areas they control; |
|---|
| (e) | they are consistent with the management of ESG risks and provide for incentives for the control and limitation of ESG impacts caused by the issuer’s business activities; |
|---|
| (f) | they do not create a conflict of interest or incentive that may lead staff members to favour their own interests or the issuer’s interests to the potential detriment of any holder of significant tokens they issue; |
|---|
| (g) | they do not encourage risk-taking that exceeds the level of risk appetite of the issuer; |
|---|
| (h) | they are available to the staff concerned at all times; |
|---|
| (i) | they are transparent to all staff regarding the fixed remuneration, processes and criteria for setting the variable remuneration and the award criteria used; |
|---|
| (j) | they are clear, well documented, transparent, proportionate to the size, internal organisation and nature, as well as to the scope and complexity of the issuer’s business activities. |
|---|
art_5
#art_5
Article 5
Issuers of asset referenced tokens or e-money tokens, shall identify all staff members that have a material impact on the risk profile of those issuers or on the risk profile of the tokens they issue, by applying at least the criteria set out in paragraphs 2 and 3.
A person shall be identified as a staff member referred to in paragraph 1 if it meets one or more of the following criteria:
| (a) | they are members of the management body or senior management; |
|---|
| (b) | they have managerial responsibility over the issuer’s control functions or material business units; |
|---|
| (c) | they have managerial responsibility for:(i)management of at least one of the following risk categories: liquidity risk, operational risk, including legal risk and information and communication technology risk;(ii)information and communication technology used for the processing of the tokens;(iii)the prevention of money laundering and terrorist financing;(iv)the management of reserve assets;(v)the token issuance function;(vi)managing outsourcing arrangements with third-party service providers supporting critical or important functions;(vii)finance, including taxation and budgeting;(viii)legal affairs;(ix)the soundness of accounting policies and procedures;(x)human resources;(xi)the establishment or internal approval of white papers. |
|---|---|
| (i) | management of at least one of the following risk categories: liquidity risk, operational risk, including legal risk and information and communication technology risk; |
| (ii) | information and communication technology used for the processing of the tokens; |
| (iii) | the prevention of money laundering and terrorist financing; |
| (iv) | the management of reserve assets; |
| (v) | the token issuance function; |
| (vi) | managing outsourcing arrangements with third-party service providers supporting critical or important functions; |
| (vii) | finance, including taxation and budgeting; |
| (viii) | legal affairs; |
| (ix) | the soundness of accounting policies and procedures; |
| (x) | human resources; |
| (xi) | the establishment or internal approval of white papers. |
- A person shall be considered a staff member referred to in paragraph 1 where its professional activities have a comparable impact on the issuers’ risk profile or on the risk profile of the tokens they issue to that of the staff members specified in points (a) to (c) of paragraph 2.
art_6
#art_6
Article 6
- Issuers of asset referenced tokens or e-money tokens shall ensure that the remuneration policies for staff identified in accordance with Article 5 of this Regulation, taking into account national contract and labour law, make a clear distinction between the following two components of the total remuneration:
| (a) | basic fixed remuneration, which shall primarily reflect relevant professional experience and organisational responsibility as set out in a staff member’s job description as part of the terms of employment; |
|---|
| (b) | variable remuneration which shall reflect a sustainable and risk adjusted performance as well as performance in excess of that required to fulfil the staff member’s job description as part of the terms of employment. |
|---|
- Issuers of asset referenced tokens or e-money tokens shall ensure that their remuneration policies for staff identified in accordance with Article 5 of this Regulation comply with the following requirements:
| (a) | variable remuneration is linked to the assessment of the performance of the issuer, the business unit and the individual staff member concerned, and, when assessing performance, financial and non-financial criteria, including the management of ESG risks and control over adverse ESG impacts, are taken into account; |
|---|
| (b) | existence of an effective risk adjustment mechanism to integrate all relevant types of current and future risks; |
|---|
| (c) | absence of guaranteed variable remuneration other than for new staff only for the first year of employment; |
|---|
| (d) | remuneration packages relating to compensation or buy out from contracts in previous employment are aligned with the long-term interests of the issuer; |
|---|
| (e) | payments relating to the early termination of an employment contract reflect performance achieved over time by the individual staff member and do not reward failure or misconduct; |
|---|
| (f) | fixed and variable components of total remuneration are appropriately balanced, and the fixed component represents a sufficiently high proportion of the total remuneration to allow the operation of fully flexible policies on variable remuneration components, including the possibility of reducing the variable remuneration to zero; |
|---|
| (g) | appropriate maximum ratios are set between the variable and the fixed component of the total remuneration, taking into account the business activities of the issuer and associated risks, as well as the impact that different categories of staff referred to in Article 5 have on the risk profile of the issuers or on the risk profile of the tokens they issue; |
|---|
| (h) | variable remuneration for staff in control function is predominantly linked to control objectives and that the ratio between the variable and the fixed components of total remuneration for staff in control functions is set significantly lower compared to the ratio applicable to the business units they control; |
|---|
| (i) | at least 50 % of the variable remuneration consists of any of the following instruments:(i)shares or equivalent ownership interests, subject to the legal structure of the issuer concerned;(ii)share-linked instruments, subject to the legal structure of the issuer concerned;(iii)Additional Tier 1 instruments which can be fully converted to Common Equity Tier 1 instruments or written down and which adequately reflect the credit quality of the issuer as a going concern;(iv)asset-referenced tokens or e-money tokens issued by the issuer, unless the issuer is a credit institution, investment firm, UCITS management company or Alternative Investment Fonds Managers (AIFM) and is required to pay out a part of the variable remuneration of staff in instruments in accordance with Article 94(1), point (l), of Directive 2013/36/EU, Article 32(1), point (j), of Directive (EU) 2019/2034 or Article 14b(1)(m) of Directive 2009/65/EC or paragraph 1(m) of Annex II to Directive 2011/61/EU;(v)other instruments that may be used for the pay-out of variable remuneration by the issuer, if the issuer is authorised in accordance with a Union legal act that requires the issuer to pay out parts of the variable remuneration in such other instruments; |
|---|---|
| (i) | shares or equivalent ownership interests, subject to the legal structure of the issuer concerned; |
| (ii) | share-linked instruments, subject to the legal structure of the issuer concerned; |
| (iii) | Additional Tier 1 instruments which can be fully converted to Common Equity Tier 1 instruments or written down and which adequately reflect the credit quality of the issuer as a going concern; |
| (iv) | asset-referenced tokens or e-money tokens issued by the issuer, unless the issuer is a credit institution, investment firm, UCITS management company or Alternative Investment Fonds Managers (AIFM) and is required to pay out a part of the variable remuneration of staff in instruments in accordance with Article 94(1), point (l), of Directive 2013/36/EU, Article 32(1), point (j), of Directive (EU) 2019/2034 or Article 14b(1)(m) of Directive 2009/65/EC or paragraph 1(m) of Annex II to Directive 2011/61/EU; |
| (v) | other instruments that may be used for the pay-out of variable remuneration by the issuer, if the issuer is authorised in accordance with a Union legal act that requires the issuer to pay out parts of the variable remuneration in such other instruments; |
| (j) | specific criteria are set for the application of malus and clawback on variable remuneration, which shall in particular cover situations where the staff member concerned:(i)participated in or was responsible for conduct which resulted in significant losses for the issuer, as defined in the issuer’s remuneration policy;(ii)failed to meet appropriate standards of fitness and propriety; |
|---|---|
| (i) | participated in or was responsible for conduct which resulted in significant losses for the issuer, as defined in the issuer’s remuneration policy; |
| (ii) | failed to meet appropriate standards of fitness and propriety; |
| (k) | at least 40 % of the variable remuneration awarded to identified staff is deferred for a period of at least 3 to 5 years, depending on the business cycle of the issuer, the nature of its business, its risks and the activities of the individual staff member concerned, except in the case of variable remuneration of a particularly high amount where the proportion of the variable remuneration deferred is at least 60 %; |
|---|
| (l) | the deferred portion of the variable remuneration referred to in point (k) does not vest sooner than 12 months after the start of the deferral period and does vest no faster than on a pro-rata basis; |
|---|
| (m) | no interest or dividend on instruments which have been awarded as variable remuneration under deferral arrangements is paid to identified staff for periods before the instrument has vested; |
|---|
| (n) | the variable remuneration is awarded and vests only if it is sustainable according to the financial situation of the issuer as a whole and justified on the basis of the performance of the issuer, of the business unit and of the staff member concerned; |
|---|
| (o) | no obligation is created to pay variable remuneration during the period when the issuer failed to meet prudential requirements set out in accordance with Article 67 of Regulation (EU) 2023/1114. |
|---|
The requirement in paragraph 2, point (i) shall apply to the deferred and the non-deferred part of variable remuneration. Where the issuer of asset referenced tokens or e-money tokens pays out a higher portion than 50 % of the deferred part of variable remuneration in instruments referred to in paragraph 2, point (i) it may pay out a lower portion than 50 % of the non-deferred part of variable remuneration in instruments referred to in paragraph 2, point (i), as long as in total the requirement for the pay out of variable remuneration in instruments of at least 50 % is met.
Paragraph 2, points (i) and (k), shall not apply to an individual staff member whose annual variable remuneration does not exceed EUR 50 000 and does not represent more than one fourth of that individual staff member’s total annual remuneration.
art_7
#art_7
Article 7
This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.
Provenance and validity dates, identifier, hash
| as of | 2024-12-16 → this version applied |
| valid | 2024-12-16 → open publisher-asserted |
| type | REG_DEL Commission Delegated Regulation (EU) 2025/418 of 16 December 2024 supplementing Regulation (EU) 2023/1114 of the European Parliament and of the Council with regard to regulatory technical standards specifying the minimum content of the governance arrangements on the remuneration policy of issuers of significant asset-referenced or e-money tokens |
| language | en |
| published | 2024-12-16 |
| lex_id | eu-eurlex:32025r0418:2024-12-16 |
| record sha256 | e24ca0ffe56605e9114a17266e71097cf0dea2a7330cfa7cbebee3047a12bdb3 |
New here? What am I looking at?
This is a consolidated text: the original law with every later amendment merged in, as the official publisher produced it for a given date. Laws are amended constantly, so “the law” has no single text, only a text per date. That date is the banner above.
It has no legal force. Only the version published in the official gazette (Mémorial / Official Journal) is authentic, the publishers say so themselves, and so do we. Lex reproduces their text without altering a byte, and links the source on every page. This is legal information, never legal advice: it reports what the text said, never what it means for your situation.
“Valid from → to” = the window in which this text applied. “Open” = still current as far as the publisher has consolidated. Each article carries its own hash so you can prove it was not tampered with , here is how.
timeline next version (2024-12-16) →
| tier | A, publisher-supplied validity dates |
| history begins | publisher |
| index built | 2026-08-07T19:46:23Z · corpus 8d5e859 |
| stamp signature | valid (ECDSA-P256) |