37 Amendments of Sari ESSAYAH related to 2011/0203(COD)
Amendment 53 #
Proposal for a directive
Recital 44 a (new)
Recital 44 a (new)
(44a) Within Member States different governance structures are used, in most cases a unitary and/or a dual board structure. Under a dual board structure, a supervisory board performs the supervisory function of monitoring and overseeing management decisions and the management board performs the managerial function. Under a unitary board structure, one single body performs both functions. The definitions used in this Directive intend to embrace all existing structures without advocating any particular structure. They are purely functional for the purpose of setting out rules aimed at a particular outcome irrespective of the national company law applicable to an institution in each Member State. The definitions should therefore not interfere with the general allocation of competencies according to the national company law.
Amendment 84 #
Proposal for a directive
Article 4 – paragraph 2 – point c a (new)
Article 4 – paragraph 2 – point c a (new)
(ca) 'management body' means the body or bodies of an institution, appointed in accordance with the national law, which is empowered to set the institution's strategy, objectives and overall direction, and which oversees and monitors management decision-making. This shall include persons who effectively direct the business of the institution. Where, according to national law, management body comprises different bodies with specific functions, the requirements of this Directive shall apply only to those members of the management body to whom the applicable national law assigns the respective responsibility.
Amendment 86 #
Proposal for a directive
Article 4 – paragraph 2 – point c a (new)
Article 4 – paragraph 2 – point c a (new)
(ca) 'local firm' means a firm dealing for its own account on markets in financial futures or options or other derivatives and on cash markets for the sole purpose of hedging positions on derivatives markets, or dealing for the accounts of other members of those markets and being guaranteed by clearing members of the same markets, where responsibility for ensuring the performance of contracts entered into by such a firm is assumed by clearing members of the same markets.
Amendment 90 #
Proposal for a directive
Article 5 – paragraph 2
Article 5 – paragraph 2
2. Member States shall ensure that the competent authorities monitor the activities of institutions so as to assess compliance with the requirements of this Directive and Regulation [inserted by OP, and where applicable, of financial holding companies and mixed financial holding companies, so as to assess compliance with the requirements of this Directive and Regulation (EU) No .../2012 of the European Parliament and of the Council of ... [on prudential requirements for credit institutions and investment firms].
Amendment 91 #
Proposal for a directive
Article 5 – paragraph 3
Article 5 – paragraph 3
3. Member States shall ensure that the appropriate measures are in place to enable the competent authorities to obtain the information needed to assess the compliance of institutions with those obligationand, where applicable, of financial holding companies and mixed financial holding companies, with the requirements referred to in paragraph 2 and to investigate possible breaches of those requirements.
Amendment 108 #
Proposal for a directive
Article 13 – paragraph 1 – subparagraph 2
Article 13 – paragraph 1 – subparagraph 2
They shall not grant authorisation if these persons aredo not of sufficiently good repute or lack sufficient knowledge, skills and experience to perform such dutiesmeet the requirements laid down in Article 87(1).
Amendment 115 #
Proposal for a directive
Article 23 – paragraph 1 – point b
Article 23 – paragraph 1 – point b
(b) the reputation and experience of any, as set out in Article 87(1), of any member of the management body and any other person who will direct the business of the credit institution as a result of the proposed acquisition;
Amendment 117 #
Proposal for a directive
Article 35 – paragraph 4 a (new)
Article 35 – paragraph 4 a (new)
4a. The financial information referred to in this Article shall also include the consolidated financial information of the credit institution or, where the credit institution is a subsidiary of a parent institution at EU level, the consolidated financial information of that parent institution.
Amendment 119 #
Proposal for a directive
Article 40 – paragraph 2
Article 40 – paragraph 2
Such reports may only be required for information purposes and for the application of Article 52(1)statistical, and, to the extent reports are necessary for the competent authorities of the host Member States to exercise their rights and responsibilities in accordance with this Directive, for supervisory purposes.
Amendment 123 #
Proposal for a directive
Article 40 – paragraph 3
Article 40 – paragraph 3
Amendment 190 #
Proposal for a directive
Article 75 – paragraph 2
Article 75 – paragraph 2
2. Competent authorities shall ensure that the management body in its supervisory function devotes sufficient time to consideration of risk issuesMember States shall ensure that the management body devotes sufficient time to consideration of risk issues. It shall be actively involved in and ensure that adequate resources are allocated to the management of all material risks addressed in this Directive and in the Regulation (EU) No .../2012 of the European Parliament and of the Council of ... [on prudential requirements for credit institutions and investment firms] as well as in the valuation of assets, the use of external ratings and internal models related to those risks. The institution must establish reporting lines to the management body that cover all material risks and risk management policies and changes thereof.
Amendment 191 #
Proposal for a directive
Article 75 – paragraph 3 – subparagraph 1
Article 75 – paragraph 3 – subparagraph 1
3. Competent authoritiMember States shall ensure that institutions establish a risk committee composed of members of the management body who do not perform any executive function in the institution concernedthat are significant in terms of size, internal organisation and nature, scope and complexity of their activities establish a risk committee composed of members of the management body. Members of the risk committee shall have appropriate knowledge, skills and expertise to fully understand and monitor the risk strategy and the risk appetite of the institution.
Amendment 197 #
Proposal for a directive
Article 75 – paragraph 3 – subparagraph 2
Article 75 – paragraph 3 – subparagraph 2
The risk committee shall advise the management body in its supervisory function on the institution's overall current and future risk appetite and strategy and assist the management body in its supervisory function in overseeing the implementation of that strategy.
Amendment 200 #
Proposal for a directive
Article 75 – paragraph 3 – subparagraph 3
Article 75 – paragraph 3 – subparagraph 3
Competent authorities may authorisellow an institution not to establish a separate risk committeecombined risk and audit committee [cf. Directive ..., Article ...] taking into account the nature, scale and complexity of credit institution's activities. Members of the combined committee shall have the knowledge, skills and expertise required for the risk committee as well as for the audit committee.
Amendment 202 #
Proposal for a directive
Article 75 – paragraph 4 – subparagraph 1
Article 75 – paragraph 4 – subparagraph 1
4. Competent authoritiMember States shall ensure that the risk committee, ormanagement body and, when such aa risk committee has not been established, the management body in its supervisory function regularly communicates with the institution's risk management function and shall, where appropriate, have accessrisk committee, have adequate access to information on the risk situation of the institution and, if necessary and appropriate, to the risk management function and to external expert advice.
Amendment 204 #
Proposal for a directive
Article 75 – paragraph 4 – subparagraph 2
Article 75 – paragraph 4 – subparagraph 2
The risk committee, ormanagement body, and, when such aa risk committee has not been established, the management body in its supervisory functionrisk committee, shall determine the nature, the amount, the format, and the frequency of the information on risk it shall receive from senior management.
Amendment 208 #
Proposal for a directive
Article 75 – paragraph 5 – subparagraph 1
Article 75 – paragraph 5 – subparagraph 1
5. Competent authoritiMember States shall ensure that institutions have a risk management function independent from the operational and management functions and which shall have sufficient authority, stature, and resources and access to the management body.
Amendment 210 #
Proposal for a directive
Article 75 – paragraph 5 – subparagraph 2
Article 75 – paragraph 5 – subparagraph 2
The risk management function shall ensure that all risks are identified, measured and properly reported. The risk management function shall be responsible for identifying, measuring, and reporting on risk exposures. The risk management function shall be actively involved in elaborating institution's risk strategy and in all material risk management decisions. The risk management function shall be able to deliver a complete view on the whole range of risks of the institution.
Amendment 212 #
Proposal for a directive
Article 75 – paragraph 5 – subparagraph 3
Article 75 – paragraph 5 – subparagraph 3
Amendment 216 #
Proposal for a directive
Article 75 – paragraph 5 – subparagraph 4
Article 75 – paragraph 5 – subparagraph 4
The head of the risk management function shall be an independent senior executivemanager with distinct responsibility for the risk management function. Where the nature, scale and complexity of the activities of the institution do not justify a specially appointed person, another senior person within the institution may fulfil this function, provided there is no conflict of interest.
Amendment 217 #
Proposal for a directive
Article 75 – paragraph 5 – subparagraph 5
Article 75 – paragraph 5 – subparagraph 5
Amendment 219 #
Proposal for a directive
Article 75 – paragraph 5 – subparagraph 5 a (new)
Article 75 – paragraph 5 – subparagraph 5 a (new)
The application of this Directive shall be without prejudice to the application of Directive 2006/73/EC to investment firms.
Amendment 247 #
Proposal for a directive
Article 86 – paragraph 1 – subparagraph 2 – point c
Article 86 – paragraph 1 – subparagraph 2 – point c
(c) the chairman of the management body, which is responsible for the supervisory function of an institution, shall not exercise simultaneously the functions of a chief executive officer within the same institution, unless justified by the institution and authorised by competent authorities.
Amendment 248 #
Proposal for a directive
Article 86 – paragraph 1 – subparagraph 3
Article 86 – paragraph 1 – subparagraph 3
Amendment 250 #
Proposal for a directive
Article 86 – paragraph 2 – subparagraph 1
Article 86 – paragraph 2 – subparagraph 1
2. Competent authoritiMember States shall ensure that institutions, which are significant in terms of their size, internal organisation and the nature, scope and complexity of their activities establish a nomination committee composed of members of the management body who do not perform any executive function in the institution concerned.
Amendment 256 #
Proposal for a directive
Article 86 – paragraph 2 – subparagraph 2 – point a
Article 86 – paragraph 2 – subparagraph 2 – point a
(a) identify and recommend, for the approval of the management body in its supervisory functionor for approval of the general meeting candidates to fill management body vacancies. In doing so, the nomination committee shall evaluate the balance of knowledge, skills, diversity and experience of the management body,. Further, the committee shall prepare a description of the roles and capabilities for a particular appointment, and assess the time commitment expected;
Amendment 260 #
Proposal for a directive
Article 86 – paragraph 2 – subparagraph 2 – point b
Article 86 – paragraph 2 – subparagraph 2 – point b
(b) periodically assess the structure, size, composition and performance of the management body, and make recommendations to the management body in its supervisory function with regard to any changes;
Amendment 263 #
Proposal for a directive
Article 86 – paragraph 2 – subparagraph 2 – point c
Article 86 – paragraph 2 – subparagraph 2 – point c
(c) periodically assess the knowledge, skills and experience of individual members of the management body and of the management body collectively, and report this to the management body in its supervisory function;
Amendment 268 #
Proposal for a directive
Article 86 – paragraph 2 – subparagraph 5
Article 86 – paragraph 2 – subparagraph 5
Where, under national law, the management body does not have any competence in the process of selection and appointment of any of its members, this paragraph shall not apply.
Amendment 276 #
Proposal for a directive
Article 87 – paragraph 1 – point a – introductory part
Article 87 – paragraph 1 – point a – introductory part
(a) MThe members of the management body shall commit sufficient time to perform their functions in the institution. Theyof an institution, who intends to hold a position in the management body of several institutions at the same time, shall take into account individual circumstances and the nature, scale and complexity of the institution's activities. Members of the management body of institutions that are significant in terms of their size, internal organisation and the nature, the scope and the complexity of their activities shall not combine at the same time more than one of the following combinations unless otherwise authorised by the competent authority:
Amendment 286 #
Proposal for a directive
Article 87 – paragraph 1 – point a – point ii
Article 87 – paragraph 1 – point a – point ii
(ii) fourive non-executive directorships.
Amendment 291 #
Proposal for a directive
Article 87 – paragraph 1 – point a – subparagraph 2
Article 87 – paragraph 1 – point a – subparagraph 2
Amendment 296 #
Proposal for a directive
Article 87 – paragraph 1 – point a – subparagraph 3
Article 87 – paragraph 1 – point a – subparagraph 3
Amendment 305 #
Proposal for a directive
Article 87 – paragraph 1 – point c
Article 87 – paragraph 1 – point c
(c) Each member of the management body shall act with honesty, integrity and independence of mind to effectively challenge the decisions of the senior management where necessary and to effectively oversee and monitor management decision-making.
Amendment 334 #
Proposal for a directive
Article 88 – paragraph 2 – point c
Article 88 – paragraph 2 – point c
(c) the management body, in its supervisory function, of the institution adopts and periodically reviews the general principles of the remuneration policy and is responsible for its implementation;
Amendment 337 #
Proposal for a directive
Article 88 – paragraph 2 – point d
Article 88 – paragraph 2 – point d
(d) the implementation of the remuneration policy is, at least annually, subject to central and independent internal review for compliance with policies and procedures for remuneration adopted by the management body in its supervisory function;
Amendment 339 #
Proposal for a directive
Article 88 – paragraph 2 – point f
Article 88 – paragraph 2 – point f
(f) the remuneration of the senior officers in the risk management and compliance functions is directly overseen by the remuneration committee referred to in Article 91 or, if such a committee has not been established, by the management body in its supervisory functionto the extent possible under national law.