Key Benefits:
President of the Republic,
On the report of the Prime Minister and the Minister of Economy and Finance,
Having regard to the Constitution, including article 38;
Considering Regulation (EU) No 1093/2010 of the European Parliament and Council of 24 November 2010 establishing a European Supervisory Authority (European Banking Authority), amending Decision No. 716/2009/EC and repealing Commission Decision 2009/78/EC;
Having regard to Regulation (EU) No 1094/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Insurance and Professional Pension Authority), amending Decision No. 716/2009/EC and repealing Commission Decision 2009/79/EC;
Having regard to Regulation (EU) No. 1095/2010 of the European Parliament and Council of 24 November 2010 establishing a European Monitoring Authority (European Financial Markets Authority), amending Decision No. 716/2009/EC and repealing Commission Decision 2009/77/EC;
Having regard to Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 concerning prudential requirements for credit institutions and investment companies and amending Regulation (EU) No. 648/2012;
Having regard to Directive 2007/64/EC of the European Parliament and the Council of 13 November 2007 on domestic payment services, amending Directives 97/7/EC, 2002/65/EC, 2005/60/EC and 2006/48/EC and repealing Directive 97/5/EC;
Considering Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on access to insurance and reinsurance activities and their exercise (solvency II);
Having regard to Directive 2011/89/EU of the European Parliament and of the Council of 16 November 2011 amending Directives 98/78/EC, 2002/87/EC, 2006/48/CE and 2009/138/EC with regard to the further monitoring of financial entities of the financial conglomerates;
Having regard to Directive 2013/36/EU of the European Parliament and the Council of 26 June 2013 on access to the activity of credit institutions and prudential supervision of credit institutions and investment companies, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC;
Vu le insurance code ;
Vu le Trade code ;
Vu le General Tax Code ;
Vu le Administrative Justice Codeincluding its article R. 123-20;
Vu le monetary and financial code ;
Vu le code of mutuality ;
Vu le Social Security Code ;
See?Order No. 58-1100 of 17 November 1958 amended on the functioning of parliamentary assemblies;
Vu la Act No. 68-678 of 26 July 1968 amended to communicate economic, commercial, industrial, financial or technical documents and information to foreign natural or legal persons;
Vu la Act No. 85-695 of 11 July 1985 amended to include various economic and financial provisions;
Vu la Act No. 2008-1061 of 16 October 2008 amended corrigendum to finance the economy;
Vu la Act No. 2011-1416 of 2 November 2011 for 2011;
Vu la Act No. 2014-1 of 2 January 2014 empowering the Government to simplify and secure the lives of enterprises, including its article 11;
See?Order No. 2005-722 of 29 June 2005 amended on the Public Investment Bank;
Having regard to the advisory committee on financial legislation and regulations dated 20 November 2013;
Having regard to the advice of the Higher Council of the mutuality of 10 December 2013;
The State Council (Finance Section) heard;
The Council of Ministers heard,
Order:
Book I of the monetary and financial code is thus amended:
1° In I of Article L. 141-6, after the words: "financial companies", is inserted the word "holding";
2° Section 1 of Chapter I of Title IV, after Article L. 141-6, inserts an article L. 141-6-1 as follows:
"Art. L. 141-6-1. - When the Bank of France is aware, in the course of its missions, of an emergency situation defined in Article L. 613-20-5, it alerts as soon as possible the Autorité de contrôle prudentiel et de résolution and, if necessary, the competent authorities concerned within the meaning of Article 4, paragraph 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013, as well as the European Banking Authority. » ;
3° In article L. 151-2, the words "European Community" are replaced by the words "European Union".
Book III of the same code is amended as follows:
1° In the first paragraph of Article L. 312-4, after the words: "Credit Institutions, Financial Companies" and after the words: "Browth Management Company, a Financial Company", is inserted the word "holding";
2° In the first paragraph of Article L. 312-5, after the words: "investment, a financial company", is inserted the word "holding";
3° In II of Article L. 312-15, the words "in Article L. 511-33" are replaced by the words "in I of Article L. 511-33".
Book V of the same code is amended as follows:
1° In the VII of section L. 500-1, the words: "to the licence or authorization of exercise" are replaced by the words: "to the access or exercise of the activity";
2° The title I is replaced by the following title: "Bank Services Providers";
3° Part II of Article L. 511-1 is supplemented by a sentence as follows:
"They are financial institutions within the meaning of Article L. 511-21. » ;
4° Article L. 511-8-1 becomes Article L. 511-8-2;
5° After the article L. 511-8, an article L. 511-8-1 is inserted as follows:
"Art. L. 511-8-1.- Notwithstanding any provision to the contrary, any credit or financial institution referred to in Article L. 511-22 or Article L. 511-23 may, for the exercise of its activity in France, use the same name as that used in the territory of its Member State of origin.
"However, where this denomination is likely to suggest that this institution may provide other services than those for which it enjoys the freedom of establishment or the free provision of services, or to create confusion in this respect, it shall include an explanatory reference to its denomination. This mention specifies the type of approval that the credit institution or the financial institution concerned, if its head office was located in France, would be required to obtain to carry out the transactions that it is authorized to carry out pursuant to Article L. 511-22 or Article L. 511-23. This mention is on any customer support or used for prospecting purposes. » ;
6° Section L. 511-10 is amended as follows:
(a) In the second paragraph, the words "and L. 511-40" are replaced by the words ", L. 515-1-1 or 93 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013" and the words: "the technical and financial means it plans to implement as well as the quality of the financial intakers and, where appropriate, of their guarantors" are replaced by the words:
(b) In the sixth paragraph, the words: "Finally, the Authority" are replaced by the words: "The Authority";
(c) In the seventh paragraph, the words: "The Authority may refuse" are replaced by the words: "The Authority refuses";
(d) The last paragraph is replaced by the following:
"The Authority shall refuse the approval if the provisions of articles L. 511-51 and L. 511-52 are not complied with.
"The Autorité denies approval if there are reasonable grounds for believing that the quality of capital intakes does not guarantee sound and prudent management, or if the information provided is incomplete, in the light of the assessment criteria set out in section L. 511-12-1.
"The credit institution or the financing company must meet the conditions of its approval at any time. » ;
7° Section L. 511-10-1 is repealed;
8° In section L. 511-11, the words: "a liberated capital or an endowment paid in an amount not less than an amount fixed by the Minister responsible for the economy" are replaced by the words: "a liberated initial capital or a paid endowment whose minimum amount, including between one million and five million euros in accordance with the granted accreditation, is defined by an order of the Minister responsible for the economy. The order also defines the elements taken into account in determining this amount. » ;
9° The last paragraph of Article L. 511-12-1 is replaced by the following provisions:
"When the Prudential and Resolution Authority is aware that a person, acting alone or in concert with others, has not complied with the notification requirement in the first paragraph, it may enjoin that person to make the required notification without delay.
"A decree in the Council of State determines the conditions for the application of this I, including the criteria for assessing the appropriateness of the applicant and the financial strength of the acquisition, in the case of transactions referred to in the second paragraph.
"The procedures referred to in this I shall be specified by the order provided for in Article L. 611-1. In particular, this order provides the conditions under which the changes in the distribution of the capital of a credit institution or of a financing company must be notified or authorized by the Authority of prudential control and resolution, the deadlines assigned to the Authority to take action, the modalities according to which the persons concerned are informed of the decision of the Authority or may avail themselves of an implicit decision, the conditions under which the Authority may set a maximum time limit for the acquisition » ;
10° Article L. 511-13 is amended as follows:
(a) In the second paragraph, the words: "effective determination of direction" are replaced by the words: "effective direction" and the words: "who must satisfy at any time the conditions laid down in Article L. 511-10" are deleted;
(b) In the third paragraph, the word "determination" is replaced by the word "direction";
11° Section L. 511-14 is amended as follows:
(a) In the first paragraph, the words: "within twelve months of receipt of the application for approval" are replaced by the words: "on a request for approval referred to in Article L. 511-10 within time limits set by decree in the Council of State";
(b) The second paragraph is deleted;
12° Article L. 511-15 is amended as follows:
(a) In the first paragraph, after the words: "It may also be decided by the Authority", the words are inserted: "if the company has obtained the approval by means of false statements or by any other irregular means or";
(b) In the fifth paragraph, the words "in Article L. 612-39" are replaced by the words "in Articles L. 612-39 or L. 612-40";
13° In article L. 511-16, the words "in article L. 612-39 of this code" are replaced by the words "in articles L. 612-39 or L. 612-40";
14° Article L. 511-20 is amended as follows:
(a) I is replaced by the following:
"I. ― A parent company is a company that controls exclusively, within the meaning of Article L. 233-16 of the Commercial Code, one or more other companies or that exerts on them a dominant influence because of the existence of important and lasting bonds of solidarity resulting from financial commitments, executives or common services.
"is a subsidiary of a credit institution, a financing company, an investment company, a parent company of a financing company, a holding financial company, a joint holding financial company, a joint holding company, a joint holding company or a mixed parent company of a financing company the company on which is exercised exclusive control within the meaning of Article L. 233-16 of the code of trade, or a dominant influence in terms of reason The subsidiary of a subsidiary is considered to be a subsidiary of the parent company which is at the head of these companies. » ;
(b) In IV, after the words: "or a financial company", is inserted the word "holding";
(c) In the V, the words: "a parent company that is not a financial company, a credit institution, an investment company or a joint holding company within the meaning of section L. 517-4 but one of the subsidiaries of which is a credit institution or an investment company. The parent company of a mixed group is a mixed company" are replaced by the words: "a mixed holding company";
15° Section L. 511-21 is amended as follows:
(a) In the first paragraph, after the words: "this subsection", the words are added: "and for the application of the provisions relating to free establishment and free service delivery";
(b) The 4 is replaced by the following:
“4. The term "financial institution" means a company, other than an institution, whose main activity consists of taking participations or carrying out one or more activities referred to in items 2 to 12 and 15 of the list contained in annex I to Directive 2013/36/EU, including, inter alia, a holding financial company, a joint holding financial company, a payment institution within the meaning of Directive 2007/64/EC of the European Parliament and the Council of 13 November 2007 concerning the services market Insurance holding companies and joint insurance holding companies, within the meaning of the f and g of Article 212, paragraph 1, of Directive 2009/138/EC of the European Parliament and of the Council of November 25, 2009 on access to insurance and reinsurance activities and their exercise (solvability II), are not financial institutions.
"For the purposes of this 4, on the one hand, the word "institution" and the words " Portfolio Management Company" agree respectively within the meaning of 3 and 19 of Article 4, paragraph 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 and, on the other, the words " joint insurance companies" and the words " joint insurance companies" designate the meanings 1° and 2° of Article L. 322-1-2 of the Insurance Code.
(c) After the 4th it is inserted a 4 bis as follows:
"4 bis. The word "office" refers to an operating seat that is a non-legal part of a credit institution or financial institution and that directly carries out, in whole or in part, the transactions inherent in the activity of a credit institution. » ;
16° Section L. 511-22 is amended as follows:
(a) The words: "in conditions set by the Minister responsible for the economy" are replaced by the words: "original";
(b) It is added a paragraph to read:
"A decree of the Minister responsible for the economy determines, on the one hand, the information that the Autorité de contrôle prudentiel et de résolution must have previously received from the competent authorities of the Member State of origin so that the institution concerned can carry out its activities in France, including in the case of a change of its situation, and on the other hand, the information that the Autorité must transmit to these authorities and to the institution concerned. The Order also provides the time limits on which the establishment can begin its activities in France. » ;
17° Article L. 511-23 is amended as follows:
(a) The words: "in conditions set by the Minister responsible for the economy" are replaced by the words: "original";
(b) It is added a paragraph to read:
"A decree of the Minister responsible for the economy determines, on the one hand, the information that the Autorité de contrôle prudentiel et de résolution must have previously received from the competent authorities of the Member State of origin so that the institution concerned can carry out its activities in France, including in the case of a change of its situation, and on the other hand, the information that the Autorité must transmit to these authorities and to the institution concerned. The Order also provides the time limits on which the establishment can begin its activities in France. » ;
18° Section L. 511-24 is replaced by the following provisions:
"Art. L. 511-24.-The establishments referred to in sections L. 511-22 and L. 511-23 and their branches established in France are subject to the following provisions of this chapter and to the regulatory provisions made for their application:
« 1° In Section 1, Article L. 511-4;
« 2° In section 2, articles L. 511-8-1 and L. 511-8-2;
« 3° Sub-section 2 of section 3, with the exception of articles L. 511-27 and L. 511-28;
« 4° Section 4, section L. 511-29, for branches;
« 5° In Section 5, Section I of Article L. 511-33 and Article L. 511-34.
"They are not subject to the decrees of the Minister responsible for the economy, except for the provisions of those decrees that have not been coordinated between the Member States, when they are of a general interest or when they are related to the monetary policy or the liquidity of the institutions.
"An order by the Minister responsible for the economy specifies the rules that have not been coordinated between the Member States and which have a general interest in the establishments referred to in Articles L. 511-22 and L. 511-23 and their branches established in France, as well as the conditions under which the Autorité de contrôle prudentiel et de résolution notify them to these institutions. » ;
19° In section L. 511-26, the words "in section L. 613-33" are replaced by the words "in sections L. 613-32 to L. 613-33";
20° Article L. 511-27 is amended as follows:
(a) In the second paragraph, after the words: "credit institution," the word "it" is replaced by the word "it";
(b) The last paragraph is replaced by the following:
"An order of the Minister responsible for the economy determines, on the one hand, the information that must be communicated to the Authority for prudential control and resolution prior to a change in the situation of the establishment and, on the other, the conditions under which such information, as well as those mentioned in the preceding paragraphs, are communicated to the competent authority of the host Member State. » ;
21° Article L. 511-28 is amended as follows:
(a) In the third paragraph, after the words: "The Autorité de contrôle prudentiel et de résolution, à moins", the words "that it" are replaced by the words "that it";
(b) The fourth preambular paragraph is supplemented by a sentence as follows:
"This statement is accompanied by information whose nature is determined by an order of the Minister responsible for the economy. » ;
(c) After the fifth preambular paragraph, a sub-item reads as follows:
"An order of the Minister responsible for the economy determines the information that must be communicated to the Authority of prudential control and resolution prior to a change in the situation of the establishment and those that must be communicated to the competent authority of the host Member State. » ;
(d) In the sixth paragraph, the words: "L. 511-33 and L. 511-39, and" are replaced by the words: "L. 511-33, L. 511-39, L. 511-51 to L. 511-54" and the words: "and L. 612-39. The delisting provided for in Article L. 612-39 is replaced by the words ", L. 612-39 and L. 612-40. The radiation provided for in the 7th of Article L. 612-39 and 5th of Article L. 612-40";
22° In article L. 511-32, after the words: "to the application of the provisions", the words "European directly applicable" are inserted;
23° Article L. 511-33 is amended as follows:
(a) The first paragraph is preceded by an I;
(b) It is complemented by a II written as follows:
“II. ― Staff of credit institutions, financing companies, holding financial companies, joint holding financial companies and parent financing companies subject to the control of the Autorité de contrôle prudentiel et de résolution, as well as the staff of the external providers of these persons, may report to the Autorité any potential or proven breaches of the regulation (EU) no. 575/2013 of the European Parliament and of the Council of 26 June 2013, to the provisions of this title The reports are made in written form and accompanied by any element that may establish the reality of the reported facts.
"The Autorité de contrôle prudentiel et de résolution collects reports under conditions that guarantee the protection of persons reporting breaches, especially with regard to their identity, and the protection of personal data relating to persons affected by the reports. » ;
24° Article L. 511-34 is amended as follows:
(a) In the first paragraph, the words: "credit institutions or investment companies" are replaced by the words: "regulated entities within the meaning of Article L. 517-2", and the words: "the Community" are replaced by the words: "the Union";
(b) In the second paragraph, the words "credit institutions, financing companies or investment companies" are replaced by the words "regulated entities or financing companies";
25° In the second paragraph of Article L. 511-35, the words "and the financial companies" are replaced by the words ", to the parent companies of the financing company and the holding financial companies";
26° In the second paragraph of Article L. 511-37, after the words "scheduled in this Article", the words ", in Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 and, for the financing companies, in Article L. 511-99", are inserted;
27° In the last paragraph of section L. 511-38, the words: "or financial companies" are replaced by the words: ", parent financing companies, holding financial companies or joint holding financial companies" and the words: "or financial company" are replaced by the words: ", parent financing company, holding financial company or joint holding financial company";
28° In the title I, chapter I, section 7, the words "and internal control" are deleted;
29° Article L. 511-40 is repealed;
30° Article L. 511-41 is amended as follows:
(a) The first paragraph is preceded by a "I";
(b) In the third paragraph, after the words: “to solvency”, the words “and liquidity” are inserted;
(c) The first two sentences of the fourth preambular paragraph are deleted and the word "holding" is inserted after the word "company";
(d) After the fourth preambular paragraph, three sub-items are inserted:
“II. ― Credit institutions, investment companies other than portfolio management companies, financing companies, holding financial companies, joint holding companies and parent companies of financing companies shall establish procedures for their staff to report to the relevant officials and committees of their undertakings, as well as to the Autorité de contrôle prudentiel et de résolution the breaches or breaches of the provisions of the Regulation (EU) No. 5onnais/2013 of the
"The credit institutions, the investment companies other than the portfolio management companies, the financing companies, the holding companies, the joint holding companies and the parent companies of the financing company must also ensure, by adopting all the necessary provisions, that no person is excluded from a recruitment process or from access to an internship or to a period of training in the business and that no member of their staff shall
"In the event of a dispute with respect to the application of the preceding paragraph, as long as the person presents evidence that suggests that the person has reported in good faith violations or offences, it is the responsibility of the respondent party, in the light of the evidence, to prove that its decision is justified by objective elements outside of the reporting by the respondent. The judge shall form his conviction after ordering, if necessary, all the measures of instruction that he considers useful. » ;
(e) The last paragraph is deleted;
31° Section L. 511-41-1 A is replaced by the following provisions:
"Art. L. 511-41-1 A.-I. ― Credit institutions and financing companies are subject to an additional requirement of equity in addition to the requirements set out in Part 3 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 for credit institutions or by the Order of the Minister responsible for the economy referred to in Article 6 of Article L. 611-1 for financing companies. This additional requirement is the overall requirement of a clean fund cushion set out in the June 26, 2013 regulations cited above.
“II. ― The overall requirement for a clean fund cushion referred to above is the total amount of base equity defined in section 26 of the (EU) regulation of June 26, 2013 cited in I, required to meet the requirement for a clean fund retention cushion, increased, if applicable:
« 1° The requirement for a specific contraceptive-cyclical equity cushion specific to the credit institution or to the financing company;
« 2° The cushion requirement applicable to institutions of global systemic importance;
« 3° The cushion requirement applicable to other systems of importance;
« 4° The cushion requirement for systemic risk.
"The basic funds mentioned above, necessary to meet the overall requirement of a clean fund cushion, cannot be used to meet the requirements in equity resulting from other basic equity obligations.
"III. ― The clean fund retention cushion referred to in II is equal to 2.5% of the total amount of exposure to the risk of credit institutions and financing companies, calculated in accordance with Article 92, paragraph 3, of the Regulation (EU) of June 26, 2013 cited in I.
"IV. ― The High Financial Stability Council provided for in Article L. 631-2-1 sets on a quarterly basis the rate of counter-cyclical equity cushion applicable to localized exhibitions in France. This rate is taken into account for the determination of the specific contraceptive-cyclical equity cushion requirement mentioned in 1° of II.
"V. ― Institutions of global systemic importance and other systems-related institutions mentioned respectively at 2° and 3° of II may be:
« 1° Credit institutions within the meaning of Article L. 511-1;
« 2° Investment companies within the meaning of Article L. 533-2-1;
« 3° Financing companies within the meaning of Article L. 511-1 II;
« 4° Holding financial companies within the meaning of Article L. 517-1 and joint holding financial companies within the meaning of Article L. 517-4;
« 5° Parents of a financing company within the meaning of Article L. 517-1.
"VI. ― Institutions of global systemic importance mentioned in the V cannot be subsidiaries within the meaning of Article I of Article L. 511-20 of credit establishments, investment companies defined in paragraph 2 of Article 4, paragraph 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013, or of holding financial companies or joint holding financial companies within the European Union or the European Economic Area.
"The list of institutions of global systemic importance is established, on a consolidated basis, by the Autorité de contrôle prudentiel et de résolution regarding the size of the group, the interconnection of the group with the financial system, the possibilities of substitution of the services or financial infrastructure provided by the group, the complexity of the group and its transboundary activities, including those between Member States and between a Member State and a third country.
"The list of institutions of global systemic importance and the subcategory to which they belong is published by the Autorité de contrôle prudentiel et de résolution.
« VII. ― Other systems-wide establishments mentioned in the V may not be subsidiaries within the meaning of Article I of Article L. 511-20 of joint holding companies or financial companies in France.
"The list of these other systems-wide establishments is established on an individual basis, under-consolved or consolidated as the case may be, by the Autorité de contrôle prudentiel et de résolution on the basis of at least one of the following criteria:
« 1° Their size;
« 2° Their importance for the economy of the European Union or the Member State concerned;
« 3° The importance of their transboundary activities;
« 4° Interconnection between the credit institution, the financing company or the group with the financial system.
« VIII. ― The Autorité de contrôle prudentiel et de résolution determines, within the list provided in VI, sub-categories within which it classifies institutions of global systemic importance. It may amend the classification of an entity in either of the lists provided for in VI and VII, or within the list provided for in VI in either of the subcategories, for the purposes of exercising sound monitoring.
" IX. ― Credit institutions and financing companies are required to meet the systemic risk cushion rate set by the High Financial Stability Board pursuant to Article L. 631-2-1, 4° bis, in order to prevent and mitigate the long-term systemic or macroprudential risks that are not covered by the (EU) regulation of June 26, 2013 cited in I. The systemic risk rating applies to a risk of disruption of the financial system that could have a serious impact on the financial system and the real economy.
"X. ― It is prohibited for a credit institution or a financing company that meets the overall requirement of equity cushions to make a distribution of a magnitude such that it would reduce its funds specific to a level that no longer allows it to meet the overall requirement of a clean fund cushion.
"It is prohibited for a credit institution or a financing company that does not meet the overall requirement of a clean fund cushion provided for in II:
« 1° To make a distribution in relation to the core funds defined in Article 26 of the Regulation (EU) of 26 June 2013 cited in I;
« 2° To create an obligation to pay discretionary pension benefits or a variable remuneration or to pay such pensions or remuneration, unless the obligation to pay was created prior to the breach of the overall requirement of equity cushions;
« 3° To make payments related to additional equity instruments defined in Article 51 of the Regulation (EU) of 26 June 2013 cited in I.
« XI. ― The distributions mentioned in the X include:
« 1° Dividend payments in cash;
« 2° The distribution of bonuses in the form of shares, or other capital instruments mentioned in paragraph 1 of Article 26 of the Regulation (EU) of June 26, 2013 cited in I for credit institutions, totally or partially released;
« 3° Reimbursement or redemption by a credit institution or a financing company of its own shares or other capital instruments referred to in paragraph 1 of Article 26 of the Regulation (EU) of 26 June 2013 cited in I;
« 4° Reimbursement of amounts paid in relation to capital instruments referred to in paragraph 1 of Article 26 of the Regulation (EU) of 26 June 2013 cited in I;
« 5° Distributions of items referred to in Article 26(b) e of the Regulation (EU) of 26 June 2013 cited in I.
« XII. ― The prohibitions referred to in the X do not apply where their implementation is likely to be considered by the insolvency regime applicable to the credit institution or the financing corporation as a default event or a condition for insolvency proceedings.
" XIII. ― The credit institution or the financing company that does not meet the overall requirement of equity cushions determines, in particular on the basis of its profits, the maximum distribuable amount applicable to it. The prohibition under the second paragraph of the X shall apply to credit institutions and financing companies that have not met this obligation and, for others, beyond that maximum amount as determined.
" XIV. ― Notwithstanding the provisions of the X, where a credit institution or a financing corporation does not meet the overall requirement of a clean fund cushion provided for in the II, it develops a plan for the conservation of its own funds that it submits to the Authority for prudential control and resolution.
"The Autorité de contrôle prudentiel et de résolution approves the clean funds conservation plan if it considers that its implementation can reasonably allow the credit institution or the financing company to meet the overall requirement of a clean fund cushion provided for in II. Otherwise, it imposes on the credit institution or the financing company at least one of the measures provided for in Article L. 511-41-3 and 9° and 10° of Article L. 612-33.
« XV. ― The conditions of application of this section shall be determined by order of the Minister responsible for the economy. » ;
32° Section L. 511-41-1 B is replaced by the following provisions:
"Art. L. 511-41-1 B.-Credit institutions and funding companies set up systems, strategies and procedures that are subject to regular internal control referred to in Article L. 511-55, allowing them to detect, measure and manage the risks to which they are or could be exposed as a result of their activities.
"These risks include the risk of credit and counterparty, including residual risk, risk of exposure concentration on counterparties, risk of securitization operations, market risks, risk of change in interest rates, operational risk, risk of liquidity and the risk of excessive leverage.
"Credit institutions and financing companies, particularly in view of their size, internal organization and activities, are developing an internal capacity to assess the risks involved. They use, if authorized by the prudential and resolution control authority, an internal approach to determine the requirements of their own funds.
"The devices, strategies and procedures referred to in the first paragraph may also be designed to enable credit institutions and financing companies to assess and retain adequate amounts and capital structures to cover certain risks to which they are or may be exposed.
"Credit institutions and financing companies must, depending on the nature of the risks involved, establish contingency plans and continue their business, maintain adequate liquidity cushions and have plans to restore their liquidity.
"The parent companies of groups subject to consolidated monitoring under section L. 613-20-1 ensure that the devices, strategies and procedures mentioned in the first paragraph that are put in place by their subsidiaries are consistent and well integrated.
"The conditions of application of this section are determined by order of the Minister responsible for the economy. » ;
33° Section L. 511-41-1 C is replaced by the following provisions:
"Art. L. 511-41-1 C.-The Autorité de contrôle prudentiel et de résolution evaluates and controls the devices, strategies and procedures implemented by credit institutions and funding companies to detect, measure and manage the risks to which they are or may be exposed, as defined in Article L. 511-41-1 B.
"The Authority controls the use by credit institutions and financing companies of internal approaches for the determination of the requirements of their own funds, in particular by ensuring that they do not rely exclusively or mechanically on external credit ratings.
"On the basis of information provided by credit institutions and financing companies, it assesses at least once a year the quality of the internal approaches implemented to the calculation of the requirements of equity.
"The Autorité conducts a comparative analysis of internal approaches. If the AMF determines, at the end of this analysis, that the internal approach of a credit institution or a funding corporation results in an underestimation of their own funding requirement, it may impose corrective measures. These measures should not lead to standardization or propensity for certain methods, create unwarranted incentives or cause imitation behaviour.
"When the Autorité de contrôle prudentiel et de résolution finds that credit institutions or financing companies with similar risk profiles because of the similarity of their business models or the geographic location of their exhibitions are or could be exposed to similar risks or represent similar risks to the financial system, it shall apply the provisions of this article in a similar or identical manner to those of the financial system.
"The conditions of application of this section are determined by order of the Minister responsible for the economy. » ;
34° Section L. 511-41-1 is amended as follows:
(a) The first paragraph is replaced by the following:
"When a credit institution or a financing company has for a parent company a credit institution, an investment company, a holding financial company, a joint financial company or a parent company of a financing company that has its head office in a State that is not a party to the agreement on the European Economic Area, the Autorité de contrôle prudentiel et de résolution verifies, on its own initiative or at the request of the parent company or of a regulated State
"For this purpose, the Autorité de contrôle prudentiel et de résolution consults the European Banking Authority and the competent authorities concerned of other Member States of the European Union or other States parties to the agreement on the European Economic Area.
"If there is no equivalence, the provisions on consolidated monitoring applicable in France are applied to the credit institution or to the financing company. » ;
(b) In the last paragraph, the words: "having its head office in a Member State or another State Party to the European Economic Area" are replaced by the words: "holding or a joint holding financial company having its head office in a Member State or in another State Party to the agreement on the European Economic Area. The Autorité de contrôle prudentiel et de résolution notifies to the European Banking Authority and the European Commission its consolidated monitoring method";
35° Article L. 511-41-2:
(a) After the words: "or a financial institution" are inserted the words: ", within the meaning of Article L. 511-21,"
(b) After the words: "of their consolidated financial situation", the words are inserted: "in the sense of 47 of Article 4, paragraph 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013";
36° Section L. 511-41-3 is amended as follows:
(a) The first paragraph is preceded by an I and is thus amended:
― the words "to persons mentioned in the A of Article L. 612-2" are replaced by the words: "to a person mentioned in the 1st, 2nd, 4th, 9th and 10th of the A of Article L. 612-2";
― after the words: "his financial situation" are inserted the words: "or liquidity";
― after the words: "its development objectives" are inserted the words: ", or when the information received or requested by the Authority for the exercise of control is likely to establish that the person is likely to fail within a period of twelve months to the obligations set out in Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013, by a provision of this title and title III of this book or other regulations made
(b) The second paragraph is preceded by a II;
(c) It is supplemented by the following provisions:
"The Authority imposes the requirement for additional equity under the preceding paragraph, particularly in one of the following cases:
« 1° The company does not have appropriate processes to maintain the amount, type and distribution of internal capital that it considers appropriate and effective processes for the detection, management and monitoring of its risks;
« 2° Risks or risk elements are not covered by the requirements of equity set out in Regulation (EU) No. 575/2013 of the European Parliament and the Council of 26 June 2013 or by the additional equity obligations referred to in Articles L. 511-41-1 A or L. 533-2-1;
« 3° The Autorité considers that the implementation of other measures would not be likely to sufficiently improve the company's systems, mechanisms and strategy within an appropriate time frame;
« 4° Monitoring and evaluation of the prudential situation of the company indicates that failure to meet the requirements for the use of internal risk assessment approaches, as set out in Regulation (EU) No 575/2013 of the European Parliament and the Council of 26 June 2013, may result in inadequate equity requirements;
« 5° Risks may be underestimated, despite compliance with the requirements of Regulation (EU) No. 575/2013 of the European Parliament and Council of 26 June 2013;
« 6° The company declares to the competent authority, in accordance with Article 377, paragraph 5, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013, that the results of the resistance tests referred to in this Article significantly exceed the requirements of equity for the correlation trading portfolio.
"III. ― Where the soundness of the financial situation of a credit institution, an investment company or a financing company is compromised or likely to be, the prudential and resolution authority may require the company in question to:
« 1° Affects all or part of its net profits to strengthen its own funds;
« 2° Limits variable remuneration as a percentage of total net income;
« 3° Publish additional information.
"IV. ― The Autorité de contrôle prudentiel et de résolution may also enjoin a credit institution, an investment company or a financing company to submit to a specific liquidity requirement, including restrictions on maturity asymmetries between assets and liabilities. The Autorité de contrôle prudentiel et de résolution determines the specific requirement of liquidity it imposes, in particular:
« 1° The extent and characteristics of the liquidity risk to which this person is exposed in the light of its particular economic model;
« 2° To the devices, processes and mechanisms implemented by the person, including the risk of liquidity;
« 3° The results of the monitoring and evaluation of its prudential situation;
« 4° A risk of systemic liquidity poses a threat to the integrity of French financial markets.
"V. ― The Authority shall take the measures provided for in this article, taking into account, as appropriate, the provisions of the fourth and fifth paragraphs of articles L. 511-41-1 C and L. 533-2-3. » ;
37° After the article L. 511-41-3, an article L. 511-41-4 is inserted as follows:
"Art. L. 511-41-4.-The Autorité de contrôle prudentiel et de résolution may require credit institutions, investment companies and financing companies to publish more than once a year, within the time frames it determines, the information referred to in Part 8 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 and to use, for publications other than their financial statements, specific media
"The Autorité de contrôle prudentiel et de résolution may require parent companies from the entities mentioned in the previous paragraph that they publish once a year, either in full or in return to equivalent information, a description of their legal structure and the governance and organization of their group. » ;
38° Article L. 511-45 is amended as follows:
(a) II is replaced by the following:
“II. ― Beginning on January 1, 2014, credit institutions, holding financial companies and joint holding financial companies, and investment companies publish once a year, annexed to their annual accounts or, where appropriate, consolidated annual accounts or in their management report, information on their implantations and activities, included in the consolidation scope defined in the consolidation scope Articles L. 233-16 et seq. of the Commercial Codein each State or territory. » ;
(b) The III is thus amended:
– at 1°, the words: "and nature of activity" are replaced by the words: ", nature of activity and geographical location";
― at 5°, after the word "debtedness" are added the words: ", distinguishing the current taxes from deferred taxes";
(c) In the second sentence of IV, after the words "published information", the words "by an entity mentioned in I" are inserted;
(d) The V is replaced by the following:
"V. ― The information defined in the II and III shall be made available to the public for five years, according to conditions defined by decree in the Council of State. The auditors attest to the sincerity of this information and their consistency with the accounts. » ;
(e) VI is repealed;
39° Article L. 511-46 is repealed;
40° Article L. 511-47 is amended as follows:
(a) In the first and seventh paragraphs of I, after the words: "credit, financial companies", is inserted the word "holding";
(b) In the fifth paragraph of I, the words "of Article L. 511-20" are replaced by the words "of Article L. 511-20 III";
(c) In the sixth paragraph of I and II, before the words "or the joint holding company" is inserted the word "holding company";
41° Article L. 511-48 is amended as follows:
(a) In the fourth and fifth preambular paragraphs, before the words: "or mixed holding financial companies" is inserted the word "holding";
(b) In the eighth paragraph, the words: "effective determination of the direction of the activity of these subsidiaries cannot ensure the effective determination of the orientation" are replaced by the words: "effective direction of the activity of these subsidiaries cannot ensure effective direction" and, before the words: "or of the joint holding financial company", is inserted the word "holding";
42° Article L. 511-49, after the words: "credit, financial companies", is inserted the word "holding" and the words: "internal control system referred to in Article L. 511-41" are replaced by the words: "governance system provided for in Article L. 511-55";
43° In article L. 511-50, after the words: "credit, a financial company", is inserted the word "holding";
44° Article L. 511-50-1 is supplemented by a paragraph as follows:
"A decree in the Council of State specifies the conditions for the application of this article. » ;
45° Section 8 of Chapter I of Title I becomes Section 9;
46° After L. 511-50-1, a section 8 is inserted as follows:
“Section 8
“Governance of credit institutions
and Finance Corporations
"Subsection 1
"Leaders
"Art. L. 511-51.-In credit institutions or financing companies, at any time have the honourability, knowledge, skills and experience required to perform their functions:
« 1° Members of the Board of Directors, the Supervisory Board and the Executive Board, the Director General and the Executive Directors, as well as any other person or member of an equivalent body;
« 2° Persons who provide the effective direction of the company within the meaning of Article L. 511-13 and who are not mentioned in 1°;
« 3° Any person responsible for the procedures, devices and policies referred to in section L. 511-55, whose duties are specified by the order made under section L. 511-70 and who are liable to report directly on the performance of their duties to the board of directors, the supervisory board or any other body exercising equivalent oversight functions.
"The competence of the members of the Board of Directors, the Supervisory Board or any other body performing equivalent functions is valued on the basis of their training and experience with regard to their responsibilities. When warrants have been previously exercised, jurisdiction is presumed due to experience gained. For the new members, it is taken into account the training they will be able to benefit throughout their mandate. It is also taken into account, in the appreciation given to each person, the competence and powers of the other members of the body to which it belongs.
"The members of the board of directors or the supervisory board, on the one hand, and the members of the board or any person who ensure the effective direction of the business activity within the meaning of section L. 511-13, on the other hand, collectively have the knowledge, skills and experience necessary to understand the entire business activities of the company, including the main risks to which it is exposed.
"Art. L. 511-52.-I. ― A person who is responsible for the effective direction of the activity of the credit institution or of the funding corporation within the meaning of section L. 511-13, as well as the members of the board of directors, supervisory board, directorate or other equivalent bodies shall devote sufficient time to the performance of their duties within the business.
“II. ― Where the credit institution or the financing company is of significant importance because of its size, internal organization, and the nature, scale and complexity of its activities, the persons referred to in I may not exercise simultaneously within any legal entity:
« 1° More than one term for one of the functions mentioned in 1° of IV and two terms for one of the functions mentioned in 2° of IV; or
« 2° More than four terms for one of the functions mentioned in 2° of IV.
"However, the Autorité de contrôle prudentiel et de résolution may, taking into account the particular situation as well as the nature, scale and complexity of the credit institution or the financing company, authorize a person in one of the cases provided for in 1° or 2° above to exercise an additional mandate for one of the functions mentioned in 2° of IV.
"The provisions of this II shall not apply to representatives of the State in the board of directors, the board of directors, the board of directors, the board of directors or any other body performing equivalent functions of a credit institution or a financing corporation.
"III. – For the application of II, are considered to be a single function:
« 1° The functions performed within the same group within the meaning ofArticle L. 233-16 of the Commercial Code. Institutions and financing companies affiliated to a network and the central body within the meaning of section L. 511-31 are considered to be part of the same group for the purposes of this section. The same applies to entities belonging to cooperative groups governed by similar provisions in the legislation applicable to them;
« 2° The functions performed in companies, including non-financial entities, in which the credit institution or the financing company holds a qualified participation within the meaning of 36) of Article 4, paragraph 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013.
"It is not taken into account the functions performed in entities that are not primarily commercial, including when they are in the form of commercial companies.
"IV. ― The functions of which the exercise is subject to the provisions of the II are:
« 1° The functions of the persons referred to in Article L. 511-13, the functions of Director General, Associate Director General, Executive Officer, Single Director General or any other person performing equivalent functions;
« 2° The functions of a member of the Board of Directors, the Supervisory Board or any other body performing equivalent functions.
"Art. L. 511-53.- Credit institutions and funding companies shall devote the necessary human and financial resources to the training of persons referred to in I of Article L. 511-52.
"Art. L. 511-54.-A decree in the Council of State specifies the conditions for the application of this subsection.
"Subsection 2
“Organization and internal control
"Art. L. 511-55.-Credit institutions and funding companies have a solid governance framework that includes a clear organization that ensures a well-defined, transparent and consistent sharing of responsibilities, effective procedures for the detection, management, monitoring and reporting of risks to which they are or could be exposed, an adequate internal control, sound administrative and accounting procedures, and compensation policies and practices that enable and promote sound and effective risk management.
"The personnel performing oversight functions are independent of the operational units that they control and have the means to carry out their duties.
"The governance arrangement referred to in the first paragraph is adapted to the nature, scale and complexity of the risks inherent in the business model and the activities of the credit institution or the funding company.
"Art. L. 511-56.-The internal control device referred to in the first paragraph of Article L. 511-55 shall include the essential or important operational functions or tasks assigned to third parties.
"Art. L. 511-57.-I. ― When monitoring is exercised on the basis of the consolidated financial situation, financial or mixed groups and groups comprising at least one funding corporation must adopt adequate internal control procedures for the production of information and information relevant to the exercise of that monitoring.
“II. ― Credit institutions and financing companies that are part of a joint group set up adequate risk management processes and internal control mechanisms referred to in section L. 511-55, including sound accounting and information procedures, in order to detect, measure, monitor and properly monitor transactions with their parent holding company and subsidiaries.
"III. ― Credit institutions, financing companies and entities belonging to a group subject to monitoring on a consolidated or sub-consolved basis by the Authority for prudential and resolution control are subject to the provisions of Articles L. 511-71 to L. 511-88 to a extent taking into account their size and internal organization as well as the nature, scale and complexity of their activity. It is also taken into account, where appropriate, provisions for the supervision of remuneration to which these entities are also held.
"Art. L. 511-58.-The Presidency of the Board of Directors or any other body performing equivalent oversight functions of a credit institution or a funding corporation may not be exercised by the Director General or by a person performing equivalent management functions.
"However, the Autorité de contrôle prudentiel et de résolution may authorize the accumulation of these functions in the light of the justifications provided by the credit institution or the financing company.
"Art. L. 511-59.-The Board of Directors, the Supervisory Board or any other body exercising equivalent oversight functions shall review the governance arrangements set out in section L. 511-55, periodically assess its effectiveness and ensure that corrective measures to address any deficiencies have been taken.
"Art. L. 511-60.-The Board of Directors, the Supervisory Board or any other body with equivalent oversight functions regularly approves and reviews strategies and policies governing the taking, management, monitoring and reduction of risks to which the credit institution or the funding corporation is or could be exposed, including the risks arising from the economic environment.
"Art. L. 511-61.-The persons referred to in section L. 511-13 are required to actively engage in the management of all significant risks incurred by the credit institution or the financing company and in the valuation of assets and the use of external credit ratings and internal models related to these risks. They ensure that adequate resources are allocated.
"Art. L. 511-62.-For the purpose of ensuring the mission under section L. 511-60, the board of directors, the supervisory board or any other body performing equivalent oversight functions shall be informed, by the persons referred to in section L. 511-13, of all significant risks, risk management policies and modifications to them.
"Art. L. 511-63.-The Board of Directors, the Supervisory Board or any other body performing equivalent oversight functions and the persons referred to in section L. 511-13 are required to devote sufficient time to the missions referred to in sections L. 511-60 to L. 511-62.
"Art. L. 511-64.- Credit institutions and funding companies have an independent risk management function for operational functions and have adequate resources to enable it to carry out its mission.
"Credit institutions and funding companies appoint a manager of the risk management function. Where the person responsible for the risk management function is not a person referred to in section L. 511-13, or a delegated director general or member of the directorate or any other body performing equivalent management functions of the credit institution or the funding corporation, the person has a sufficiently high hierarchical positioning to allow him to exercise his or her function independently. It is subject to the provisions of Article L. 511-51.
"Art. L. 511-65.-The person responsible for the risk management function may not be removed from office without the prior agreement of the board of directors, supervisory board or any other body performing equivalent oversight functions. It may, if any, refer to this point directly to the Board of Directors, the Supervisory Board or any other body performing equivalent monitoring functions.
"Art. L. 511-66.-If necessary, in the event of any changes in the risks affecting or likely to affect the credit institution or the funding corporation, the risk management function manager may report directly to the board of directors, the supervisory board or any other body exercising equivalent oversight functions, without reference to the persons referred to in Article L. 511-13.
"Art. L. 511-67.-The Board of Directors, the Supervisory Board or any other body performing equivalent oversight functions determines the direction and control of the implementation by the persons referred to in section L. 511-13 of the monitoring devices to ensure effective and prudent management of the establishment, including separation of functions within the organization of the credit institution or the funding corporation and the prevention of conflicts of interest.
"Art. L. 511-68.-The persons referred to in section L. 511-13 shall ensure the integrity of accounting and financial reporting systems.
"Art. L. 511-69.-The Board of Directors, the Supervisory Board or any other body performing equivalent oversight functions controls the publication and communication process, the quality and reliability of information intended to be published and communicated by the credit institution or the funding corporation.
"Art. L. 511-70.-An order of the Minister responsible for the economy specifies the conditions for the application of this subsection.
"Subsection 3
“Pay Policy and Practices
"Art. L. 511-71.-The overall compensation policy, including the discretionary pension benefits and wages defined in 73 of Article 4, paragraph 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013, credit institutions and financing companies shall apply to persons referred to in Article L. 511-13 and to categories of employees, including risk-takings, persons exercising a function
"This policy is consistent with the economic strategy, objectives, values and long-term interests of the credit institution or the financing company. It includes measures to avoid conflicts of interest. It is designed to promote healthy and effective risk management.
"It does not encourage a risk taking that exceeds the level of risk defined by the credit institution or the funding company.
"Art. L. 511-72.-The Board of Directors, the Supervisory Board or any other body exercising equivalent oversight functions shall regularly adopt and review the general principles of the remuneration policy and monitor the implementation of the policy.
"Art. L. 511-73.-The ordinary general assembly of credit institutions and financing companies is consulted annually on the overall envelope of remuneration of all kinds paid during the past year to the persons referred to in section L. 511-71.
"Art. L. 511-74.-The implementation of the compensation policy is subject, at least once a year, to a central and independent internal assessment to ensure compliance with the compensation policy and procedures adopted by the board of directors, the supervisory board or any other body performing equivalent oversight functions.
"Art. L. 511-75.- Personnel performing control functions shall be paid in accordance with the objectives of their functions, regardless of the performance of the areas of activity they control.
"Art. L. 511-76.-The compensation policy for credit institutions and finance companies makes a distinction based on clear criteria between fixed basic remuneration and variable remuneration.
"The basic fixed remuneration reflects first and foremost the professional experience in relation to the occupied function and the responsibilities exercised as stipulated in the work contract or referred to in the job description.
" Variable remuneration reflects long-lasting performance in line with the risk policy. It also reflects performance beyond the terms of the work contract or the forecasts of the job description.
"Art. L. 511-77.-When taking performance into account, variable remuneration is based on a combined assessment of individual performance of the individual, of its operational unit, and of the overall results of the credit institution or of the financing company. Performance measurement takes into account all the risks to which the credit institution or the financing company is or is likely to be exposed, as well as liquidity requirements and capital cost.
"The performance evaluation is part of a multi-year framework and the payment of the variable portion of the remuneration is for a period that takes into account the duration of the economic cycle specific to the credit institution or the financing company.
“The guaranteed variable remuneration is prohibited. However, they may be exceptionally granted to newly recruited staff provided that the credit institution or the funding company has a sound and sound financial base. They are limited to the first year of staff engagement.
" Variable remuneration does not limit the ability of the credit institution or the funding company to strengthen its own funds.
"Art. L. 511-78.-The variable portion of the total remuneration of the persons referred to in Article L. 511-71 shall not exceed the fixed share of that remuneration.
"On a decision of the competent general assembly of the credit institution or of the financing corporation, it may be double the amount of fixed remuneration.
"The competent general assembly shall rule by a two-thirds majority, provided that at least half of the shareholders or equal ownership rights holders are represented. By default, it is a three-quarter majority.
"People affected by ceilings of variable remuneration are not allowed to exercise, directly or indirectly, the voting rights they may have as shareholders or holders of equivalent property rights giving the right to participate in the vote.
"The credit institutions and the financing companies shall inform, without delay, the Autorité de contrôle prudentiel et de résolution on the ceiling proposed to the competent general assembly and justify their choice with it. They shall promptly inform the Authority of prudential control and resolution of the outcome of the vote of the competent general assembly.
"Art. L. 511-79.-Credit institutions or financing companies may apply a discount rate to a quarter or more of the total variable remuneration provided that the payment is made in the form of deferred instruments for a period of at least five years.
"Art. L. 511-80.- Payments related to the early termination of a contract must correspond to actual performance enjoyed over the duration.
"Global compensation for compensation or redemption of prior work contracts must be in accordance with the long-term interests of the credit institution or the financing company.
"Art. L. 511-81.-A portion not less than half of the variable remuneration is allocated in the form of equivalence shares or property rights and, where applicable, other instruments mentioned in Articles 52 or 63 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 or other instruments that may be completely converted into instruments of base or amortized equity.
"Art. L. 511-82.-The payment of at least 40% of the variable share of the total remuneration is deferred for at least three years. The duration of the deferral is determined taking into account the nature of the undertaking, the risks to which it is exposed and the activity of the person concerned within the credit institution or the financing company.
"For variable remuneration of a particularly high amount, the payment of at least 60% of the variable portion is deferred for at least three years. The duration of the deferral shall also take into account the criteria referred to in the preceding paragraph, the economic cycle of the credit institution or the financing corporation.
"In all cases, the payment rate is not faster than a pro rata temporis.
"Art. L. 511-83.-In all cases, the actual payment of the variable portion of the remuneration, including the deferred portion pursuant to section L. 511-82, takes into account the financial situation of the credit institution or the finance company and the performance reality referred to in section L. 511-77.
"Art. L. 511-84.-The total amount of the variable remuneration may, in whole or in part, be reduced or restitution based in particular on the actions or behaviour of the person concerned.
"The payment of discretionary pension benefits is made in the form of financial instruments referred to in section L. 511-81 and is deferred for five years from the departure of the person from the credit institution or the funding corporation.
"Art. L. 511-85.- Persons referred to in section L. 511-71 are prohibited from using individual compensation or liability insurance strategies to limit the application of the provisions of this subsection.
"The provisions of the previous paragraph are public.
"Art. L. 511-86.- Variable remuneration awarded by credit institutions and funding companies receiving exceptional public intervention is strictly limited when it is not compatible with their ability to maintain their own funds at an adequate level and to exit the public assistance program in a timely manner.
“Subject to compliance provisions of Article 4 V of Act No. 2011-1416 of 2 November 2011 For 2011, no variable remuneration shall be paid to the persons referred to in section L. 511-13 as well as to the general directors, the executive board members and all persons performing equivalent executive functions within a credit institution or a funding corporation with exceptional public intervention unless warranted.
"Art. L. 511-87.-The Autorité de contrôle prudentiel et de résolution is competent to examine the remuneration policies and practices of credit institutions and finance companies with respect to persons referred to in Article L. 511-71.
"Art. L. 511-88.-A decree in the Council of State defines the conditions for the application of this subsection.
"Subsection 4
“Specialized committees
“Paragraph 1
“Common provisions
"Art. L. 511-89.-In credit institutions and funding companies of significant importance to their size and internal organization, as well as to the nature, scale and complexity of their activities, the board of directors, the supervisory board or any other body exercising equivalent oversight functions is a risk committee, an appointment committee and a compensation committee.
"The criteria for establishments of significant importance according to which committees are established are specified by order of the Minister responsible for the economy.
"Art. L. 511-90.-The committees referred to in section L. 511-89 are composed of members of the Board of Directors, the Supervisory Board or any other body performing equivalent oversight functions and who do not have executive functions within the credit institution or the funding corporation.
"The members of these committees have knowledge and skills that are appropriate to the exercise of the duties of the committee in which they participate.
"In credit institutions and financing companies that are required, in accordance with the provisions of the Trade code, having representatives of employees on the board of directors, the supervisory board or any other body exercising equivalent oversight functions, the compensation committee referred to in Article L. 511-102 shall include at least one of these representatives of employees.
"Art. 511-91.-Where the credit institutions and the financing companies referred to in Article L. 511-89 are part of a group subject to the supervision of the Authority of prudential control and resolution on a consolidated or sub-consolved basis, the board of directors, the supervisory board or any other body carrying out equivalent oversight functions may decide, except injunction of the prudential control authority and
"In this case, the Board of Directors, the Supervisory Board or any other body performing equivalent oversight functions of the credit institution or the funding corporation shall be provided with the information relating to it contained in the annual review to which it is carried out within the credit institution or the funding corporation at which the monitoring is carried out on a consolidated or sub-consolved basis by the Autorité de contrôle prudentiel et de résolution.
“Paragraph 2
“Risk Committees
"Art. L. 511-92.-The members of the Risk Committee have knowledge, skills and expertise that enable them to understand and monitor the risk strategy and appreciation of the credit institution or the funding corporation.
"Art. L. 511-93.-The Risk Committee shall advise the Board of Directors, the Supervisory Board or any other body performing equivalent oversight functions on the overall strategy of the credit institution or the funding corporation and the risk assessment, both current and future.
"He assists the Board of Directors, the Supervisory Board or any other body performing equivalent oversight functions when the Board controls the implementation of this strategy by the persons referred to in section L. 511-13 and the person responsible for the risk management function.
"Art. L. 511-94.-The Risk Committee shall consider, as part of its mission, whether the prices of the products and services referred to in Books II and III proposed to customers are consistent with the risk strategy of the credit institution or the financing company.
"When these prices do not correctly reflect the risks, they present to the Board of Directors, the Supervisory Board or any other body performing equivalent monitoring functions a plan of action to address them.
"Art. L. 511-95.-Without prejudice to the duties of the compensation committee referred to in section L. 511-102, the Risk Committee shall consider whether the incentives provided for by the policy and the remuneration practices of the credit institution or the financing corporation are consistent with the circumstances of the credit institution in respect of the risks to which they are exposed, their capital, their liquidity, and the probability and timing of the time.
"Art. L. 511-96.-The Board of Directors, the Supervisory Board or any other body performing equivalent oversight functions and, where appropriate, the Risk Committee shall have any information on the status of the credit establishment or the risk financing corporation.
"If necessary, they may use the services of the risk management function manager referred to in Article L. 511-64 or external experts.
"Art. L. 511-97.-Credit institutions and finance companies other than those mentioned in section L. 511-89 may entrust, upon authorization of the prudential and resolution authority, the missions to the Risk Committee to the specialized committee referred to in the specialised committee referred to in theArticle L. 823-19 of the Commercial Code.
“Paragraph 3
“ Nomination Committees
"Art. L. 511-98.-The Appointments Committee set out in section L. 511-89 identifies and recommends to the Board of Directors, the Supervisory Board or any other body performing equivalent supervisory functions, candidates suitable for the performance of the functions of an administrator, a member of the Supervisory Board or any other body performing equivalent oversight functions, with a view to nominating them to the General Assembly.
"It assesses the balance and diversity of knowledge, skills and experiences available individually and collectively to members of the board of directors, supervisory board or any other body with equivalent oversight functions.
"It specifies the missions and qualifications required for the functions of these councils and assesses the time to be spent on these functions.
"Art. L. 511-99.-Without prejudice to other relevant provisions, the Appointments Committee sets out an objective to be achieved with respect to the balanced representation of women and men in the Board of Directors, the Supervisory Board or any other body performing equivalent functions. It develops a policy aimed at achieving this objective.
"The objective and policy of credit institutions and the modalities of implementation are made public in accordance with paragraph 2 of Article 435 of Regulation (EU) No 575/2013 of the European Parliament and the Council of 26 June 2013.
"The funding companies are required to comply with the provisions of the preceding paragraph.
"Art. L. 511-100.-The Appointments Committee shall periodically and at least once a year evaluate the structure, size, composition and effectiveness of the Board of Directors, Supervisory Board or any other body performing similar monitoring functions in respect of the missions assigned to it and submit to that Board or body any relevant recommendations.
"It periodically and at least once a year assesses the knowledge, skills and experience of members of the Board of Directors, the Supervisory Board or any other body performing equivalent monitoring functions, both individually and collectively, and reports to it.
"It shall periodically review the policies of the Board of Directors, the Supervisory Board or any other body performing equivalent oversight functions in the selection and appointment of persons referred to in section L. 511-13, the Executive Directors and the Head of the Risk Management Function and make recommendations in this regard.
"Art. L. 511-101.-In the course of its duties, the Appointments Committee shall ensure that the Board of Directors, Supervisory Board or any other body performing equivalent oversight functions is not dominated by a person or a small group of persons under conditions prejudicial to the interests of the credit institution or the funding corporation.
"The Appointments Committee has the means to carry out its duties and may use external advice.
“Paragraph 4
« Compensation Committees
"Art. L. 511-102.-The Compensation Committee shall prepare the decisions that the Board of Directors, the Supervisory Board or any other body exercising equivalent oversight functions shall decide on remuneration, including those that have an impact on risk and risk management in the credit establishment or the funding corporation.
"This committee or, if not, the Board of Directors, the Supervisory Board or any other body performing equivalent oversight functions shall conduct an annual review:
« 1° Principles of the company's compensation policy;
« 2° Compensation, allowances and benefits of any kind granted to the corporate social agents;
« 3° From the compensation policy of employees who manage OPCVMs, IAFs under paragraphs 1.2.3.5. and 6 of sub-section 2, sub-sections 3.4 and 5 of chapter IV, section 2, title I, of Book II and categories of personnel, including persons referred to in section L. 511-13, risk takers, persons exercising supervisory functions and any employee who, in the light of his or her earnings
"This committee or, if not, the Board of Directors, the Supervisory Board or any other body performing equivalent oversight functions directly controls the remuneration of the person responsible for the risk management function referred to in section L. 511-64 and, where applicable, the person responsible for compliance.
"The committee may be assisted by internal control services or external experts. It regularly reports on its work to the Board of Directors, the Supervisory Board or any other body performing equivalent oversight functions.
"Credit institutions and finance companies incorporate in the report presented to the General Assembly information on the compensation policy and practices set by order of the Minister responsible for the economy.
"The Board of Directors, the Supervisory Board or any other body performing equivalent oversight functions of credit institutions and funding companies that are part of a group may decide to apply the compensation policy of the company that controls it within the meaning of theArticle L. 233-16 of the Commercial Code.
"The provisions of this section apply to venture capital corporations referred to in theArticle 1-1 of Act No. 85-695 of 11 July 1985 bringing various economic and financial provisions.
"Art. L. 511-103.-An order of the Minister responsible for the economy sets out the conditions for the application of this subsection. » ;
47° Article L. 511-51 becomes Article L. 511-104;
48° In sections L. 512-37 and L. 512-77, the words: " Responsibility" are replaced by the words: "Without prejudice to the provisions of Article L. 612-40, liability";
49° Article L. 512-90 is amended as follows:
(a) In the tenth paragraph, the words: "have the necessary honesty and the proper experience for it" are replaced by the words: "have the honourability, knowledge, skills and experience necessary for the exercise of this";
(b) In the last paragraph, after the reference: "L. 612-39", the reference is inserted: "or L. 612-40";
50° In the eleventh paragraph of Article L. 512-107, the words: "effective direction determination" are replaced by the words: "effective direction";
51° In section L. 512-108, the words: "or regulations" are replaced by the words: ", regulatory or European directly applicable," and the words: "effective direction determination" are replaced by the words: "effective direction";
52° In the fourth paragraph of Article L. 513-4, the words: "European Community" are replaced by the words: "European Union";
53° In the seventh paragraph of Article L. 514-2, the words "and regulations" are replaced by the words ", regulatory or European directly";
54° Section 1 of Chapter V of Title I is supplemented by an article L. 515-1-1 as follows:
"Art. L. 515-1-1.-The equity of a financing corporation may not be less than the original capital amount required upon approval. » ;
55° Section L. 515-3 is repealed;
56° In the third paragraph of Article L. 515-6, the words "minimum capital" are replaced by the words "initial capital";
57° The title I is replaced by the following title:
"Financial holding companies, parent financing companies, joint holding financial companies, financial conglomerates, joint holding companies and mixed parent companies of financing companies";
58° The title I is replaced by the following title:
"Financial holding companies and parent financing companies";
59° Section L. 517-1 is amended as follows:
(a) The first paragraph is replaced by the following:
"A holding financial company is a financial institution within the meaning of section L. 511-21 whose subsidiaries are exclusively or principally institutions or financial institutions, at least one of these subsidiaries being an institution, and that is not a joint holding financial company.
"For the purposes of the previous paragraph, the word "establishment" means within the meaning of paragraph 3 of Article 4, paragraph 1, of Regulation (EU) No 575/2013 of Parliament and of the Council of 26 June 2013. » ;
(b) In the second paragraph, the words: "mother of financing companies" are replaced by the words: "mother of financing companies" and the words: "financial or a financial company" are replaced by the words: "financial holding or a financial holding company or a company";
60° Section L. 517-2 is replaced by the following provisions:
"Art. L. 517-2.-For the purposes of the supplementary monitoring provided for in Chapter III of Title III of Book VI, the following means:
« 1° Regulated entity:
“(a) A credit facility referred to in Article L. 511-1;
“(b) A company mentioned at theArticle L. 310-1 of the Insurance Codea mutual or a union governed by Book II of the code of mutuality or an institution of foresight or a union governed by Title III of Book IX of the code of social security, or a company having its head office in another Member State of the European Union, in another State party to the agreement on the European Economic Area or outside the European Economic Area and which, if its head office was to obtain the approval of the European Economic Area in France, would beArticle L. 321-1 of the Insurance Code, to theArticle L. 931-4 of the Social Security Code or to thearticle L. 211-7 of the mutuality code ;
“(c) A company mentioned to the 1° of Article L. 310-1-1 of the Insurance Codea mutual or union referred to in II of Article L. 111-1-1 of the mutuality code or an institution of foresight or a union referred to in II of Article L. 931-1-1 of the Social Security Code, a titration vehicle mentioned in theArticle L. 310-1-2 of the Insurance Code, or a company having its head office in another Member State of the European Union, in another State Party to the agreement on the European Economic Area or outside the European Economic Area and which, if its head office was located in France, would be required to obtain an approval in accordance with theArticle L. 321-1-1 of the Insurance Code, to theArticle L. 931-4-1 of the Social Security Code or to thearticle L. 211-7-2 of the mutuality code ;
"(d) An investment company referred to in Article L. 531-4 or Article L. 532-9 or a company having its head office in another Member State of the European Union, in another State Party to the Agreement on the European Economic Area or outside the European Economic Area and which, if its head office was located in France, would be required to obtain an approval in accordance with Article L. 532-1 or
« 2° Sectoral rules: rules on prudential oversight of regulated entities in each financial sector;
« 3° Financial sector: a sector consisting of one or more entities in the following sectors:
“(a) The banking sector, which includes:
"- credit institutions referred to in Article L. 511-1;
"—the financial institutions referred to in 4 of Article L. 511-21; or
"– Auxiliary service companies within the meaning of 18 of Article 4, paragraph 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013, whose head office is located in a Member State of the European Union or in another State Party to the Agreement on the European Economic Area;
“(b) The insurance sector includes:
"– the companies mentioned in theArticle L. 310-1 of the Insurance Code, the mutuals or unions governed by Book II of the Code of Mutuality or the institutions of foresight or the unions governed by Title III of Book IX of the Code of Social Security, or the enterprises having their headquarters in another Member State of the European Union or in another State Party to the Agreement on the European Economic Area and which, if their head office was located in France, would be required to obtain approval from the European Economic AreaArticle L. 321-1 of the Insurance Code, to theArticle L. 931-4 of the Social Security Code or to thearticle L. 211-7 of the mutuality code ;
"– the insurance group companies mentioned in 1° of Article L. 322-1-2 of the Insurance Code ;
"– Group mutualist unions mentioned in thearticle L. 111-4-2 of the mutuality code ;
“– the companies mentioned in 1° of Article L. 310-1-1 of the Insurance Codethe mutuals or unions referred to in II of Article L. 111-1-1 of the mutuality code institutions or unions referred to in II of Article L. 931-1-1 of the Social Security Code, the securitization vehicles mentioned inArticle L. 310-1-2 of the Insurance Code, or companies having their head office in another Member State of the European Union or in another State Party to the Agreement on the European Economic Area and which, if their head office was located in France, would be required to obtain an approval in accordance with theArticle L. 321-1-1 of the Insurance Code, to theArticle L. 931-4-1 of the Social Security Code or to thearticle L. 211-7-2 of the mutuality code ;
"(c) The sector of investment companies, which includes the investment companies referred to in Article L. 531-4, other than those which are approved exclusively to provide one or more of the investment services mentioned in Article L. 321-1 and which are not authorized to hold funds or securities of the customers, or companies having their headquarters in another Member State of the European Union or in another State Party
« 4° Competent authority: the Autorité de contrôle prudentiel et de résolution, the Autorité des marchés financiers or any national authority of another Member State of the European Union or of another State Party to the Agreement on the European Economic Area, with a legislative or regulatory provision, the power to monitor, individually or on a group-wide basis, one or more of the following categories of regulated entities:
“(a) Credit institutions;
“(b) Companies with their head office in another Member State of the European Union, in another State Party to the agreement on the European Economic Area that, if their head office was located in France, would be required to obtain approval in accordance with theArticle L. 321-1 of the Insurance Code, to theArticle L. 931-4 of the Social Security Code or to thearticle L. 211-7 of the mutuality code ;
"(c) Companies having their headquarters in another Member State of the European Union or in another State Party to the Agreement on the European Economic Area which, if their head office was located in France, would be required to obtain an approval in accordance with Article L. 532-1 or Article L. 532-9;
"(d) Companies with their head office in another Member State of the European Union, in another State Party to the agreement on the European Economic Area that, if their head office was located in France, would be required to obtain approval in accordance with theArticle L. 321-1-1 of the Insurance Code, to theArticle L. 931-4-1 of the Social Security Code or to thearticle L. 211-7-2 of the mutuality code ;
« 5° Competent authority concerned:
“(a) Any competent authority responsible for the consolidated sectoral monitoring of regulated entities belonging to a financial conglomerate, including the ultimate parent enterprise of a sector;
“(b) The coordinator designated in accordance with Article L. 633-2, if different from the authorities referred to in a;
"(c) Other competent authorities, according to the appreciation of the authorities mentioned in a and b. Until the entry into force of any technical regulation standard adopted by the European Supervisory Authorities, this assessment takes into account in particular the market share held by the regulated entities of the financial conglomerate in other Member States, in particular if it exceeds 5%, as well as the importance within the financial conglomerate of any regulated entity established in another Member State;
« 6° Mother company: company that controls exclusively within the meaning ofArticle L. 233-16 of the Commercial Code one or more other companies, or which, in the opinion of the competent authorities, exerts a dominant influence on them because of the existence of important and lasting bonds of solidarity resulting from financial commitments, leaders or common services;
« 7° Corporate subsidiary: a company on which exclusive control is exercised within the meaning ofArticle L. 233-16 of the Commercial Code or, in the opinion of the competent authorities, a dominant influence because of the existence of important and lasting bonds of solidarity resulting from financial commitments, leaders or common services. The subsidiary of a subsidiary is considered a subsidiary of the parent company that is at the head of these companies;
« 8° Participation: is an interest in holding, directly or indirectly, at least 20% of the voting rights or capital of a company, or a set of rights in the capital of a company that, by creating a lasting relationship with it, is intended to contribute to the activity of the company;
« 9° Control: relationship between a parent company and a subsidiary company, defined at 6° and 7°, or a similar relationship between a natural or legal person and a company;
"10° Close links: situation in which at least two natural or legal persons are linked by a link of control or participation or a situation in which at least two natural or legal persons are permanently linked to the same third person by a link of control;
« 11° Intra-group transactions: all transactions in which a regulated entity owned by a financial conglomerate directly or indirectly uses other companies of the same group or any natural or legal person related to the companies of that group by close links for the performance of an obligation, whether contractual or non-contractual, and in a costly or non-cost manner;
« 12° Risk Concentration: any exposure to risks with a potential for loss that is sufficiently important to compromise the solvency or general financial situation of the regulated entities belonging to the conglomerate, that this exposure results from the risk of counterparty or credit, investment, insurance or market or other risks, or a combination or interaction of such risks. » ;
61° Section L. 517-3 is amended as follows:
(a) In the first paragraph of I, the words "in the meaning of Article L. 511-20" are deleted;
(b) At 1° of I, the words: "in the sense of 3° of Article L. 511-20" are deleted;
(c) At 2° of I, the words "to the banking sector and investment services" are replaced by the words "to the banking sector or to the investment services sector";
(d) At 3° of I, the words: "the insurance sector and the consolidated or aggregated activities of entities in the banking sector and investment services" are replaced by the words: "the insurance sector, the consolidated or aggregated activities of entities in the banking sector and the consolidated or aggregated activities of entities in the investment services sector";
(e) In II, the words: "regulatory path" are replaced by the words: "decision of ministers responsible for the economy, social security and mutuality";
(f) In III, the words "I of this article" are replaced by the reference "II";
(g) I becomes II, II becomes III and III becomes IV;
(h) It is inserted as follows:
"I. ― For the purposes of the supplementary monitoring provided for in Chapter III of Title III of Book VI, "group" means a group referred to in Article L. 511-20 III or an insurance group referred to in Article L. 511-20 6° of Article L. 334-2 of the Insurance Code or a financial group 7° of article L. 212-7-1 of the mutuality code or a financial group 6° of Article L. 933-2 of the Social Security Code or any subgroup of these groups. » ;
62° In article L. 517-4, after the words: "a Member State", the words "of the European Union" are inserted;
63° Section 1 of Chapter VII of Title I is supplemented by sub-section 3 as follows:
"Subsection 3
« Mixed holding companies
and Mixed Parents of Finance Corporations
"Art. L. 517-4-1.-A joint holding company is a parent company other than an establishment, holding financial company or a joint holding financial company, which has at least one of its subsidiaries.
"For the purposes of the previous paragraph, the word "establishment" means within the meaning of paragraph 3 of Article 4, paragraph 1, Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013.
"A mixed parent company of a financing company is a parent company other than a credit institution, an investment company, a financing company, a parent company of a financing company, a holding financial company, a joint holding company or a joint holding company, which has at least one of its subsidiaries a financing company. » ;
64° The title I is replaced by the following title:
"Financial holding companies and parent financing companies";
65° Article L. 517-5 is amended as follows:
(a) In the first paragraph, the words: "and the parent companies" are replaced by the words: "holding and parent companies" and the words: "articles L. 511-35 to L. 511-38, L. 511-41, L. 511-41-2, L. 571-3, L. 571-4, L. 511-41-3, L. 612-24, L. 612-26 and L.
(b) After the first paragraph, the following provisions shall be inserted:
L. 511-41-4, L. 511-41-2, L. 533-2, L. 533-2, L. 511-41-2, L. 511-41-3, L. 533-2, L. 533-2-1-3
"They also ensure the proper application by their subsidiaries of the governance provisions set out in this book and take the necessary steps to ensure the adequacy of governance to the various activities of their subsidiaries and the rules applicable to them, including the provisions of title VI to this book.
"In the holding financial companies and parent financing companies, the persons referred to in section L. 511-13 as well as the members of the board of directors, supervisory board, board of directors or other equivalent bodies shall, at any time, have the honourability, experience, knowledge and skills required for the performance of their duties. » ;
66° In Article L. 517-6, after the words: "Regulated entities" are inserted the words: "referred to in Article L. 517-2";
67° Article L. 517-7 is amended as follows:
(a) In the fourth paragraph of the I, the words: "to another entity in the financial sector within the meaning of the 3rd of Article L. 511-20" are replaced by the words: ", within the meaning of Article L. 517-3, to another entity in the financial sector";
(b) In the second paragraph of II, the words "I of Article L. 517-3" are replaced by the words "II of Article L. 517-3";
68° Article L. 517-8 is amended as follows:
(a) In the first paragraph, the words: "in conditions specified by regulation" are deleted after the words: "transactions", is inserted the word: "Intragroup" and the words: "risk concentration and management and internal control" are replaced by the words: "risk concentration, risk management procedures and internal control devices";
(b) It is supplemented by the following provisions:
"The Autorité de contrôle prudentiel et de résolution can set quantitative limits to any concentration of risks at the level of the financial conglomerate or take other prudential measures to achieve the objectives of the complementary monitoring, with regard to any concentration of risks at the level of the financial conglomerate.
"It may also set quantitative limits or qualitative requirements for intra-group transactions between the various regulated entities of the financial conglomerate, or take other prudential measures to achieve the objectives of complementary monitoring, with respect to these transactions.
"The conditions for the application of this Article are specified by decree of Ministers responsible for the economy, social security and mutuality. » ;
69° Section L. 517-9 is replaced by the following provisions:
"Art. L. 517-9.-I. ― The joint holding financial companies whose coordinator is the Autorité de contrôle prudentiel et de résolution are subject to the provisions of the second paragraph of Article L. 511-13 and to the provisions of Articles L. 511-33 to L. 511-38 and L. 511-41.
"They also ensure the proper application by their subsidiaries of the governance provisions set out in this book and take the necessary steps to ensure the adequacy of governance to the various activities of their subsidiaries and the rules applicable to them, including the provisions of title VI to this book.
"The mixed holding financial companies are also subject to sections L. 571-4, L. 612-20 to L. 612-21, L. 612-23-1, L. 612-24 to L. 612-27, L. 612-31 to L. 612-35, L. 612-39, L. 612-40, L. 613-24, as well as to the additional supervision provided for in section L. 517-8.
"In the joint holding financial companies, the persons referred to in section L. 511-13 as well as the members of the board of directors, the board of supervision, the board of directors, the board of directors or any other body performing equivalent functions shall at any time have the honourability, experience, knowledge and skills necessary for the performance of their duties.
"The joint holding financial companies are also subject to the obligations set out in sections L. 511-41-1 A, L. 511-41-1 B, L. 511-41-1 C, L. 511-41-1, L. 511-41-2, L. 511-41-3, L. 533-2, L. 533-2-1 to L. 533-2-3, L. 533-4, L. 533-4-1 and the second paragraph 533-2.
“II. ― Where a joint holding financial company is subject to equivalent provisions for surveillance on a consolidated basis within the meaning of section L. 613-20-1 and for the supplementary financial conglomerate monitoring under section L. 517-6, in particular with respect to risk-based monitoring, the prudential and resolution control authority may, after consultation with other relevant authorities within the meaning of section L-617-2, apply.
"III. ― Where a joint holding financial company is subject to equivalent provisions for monitoring on a consolidated basis within the meaning of section L. 613-20-1 and for additional group monitoring within the meaning ofArticle L. 334-3 of the Insurance Code, in particular with respect to risk-based monitoring, the Autorité de contrôle prudentiel et de résolution may, in agreement with the competent authority in charge of the complementary monitoring of the insurance group, apply to a joint holding financial company only the provisions applicable to the most important sector determined in accordance with Article L. 517-3.
"IV. ― Decisions taken pursuant to the II and III are brought to the attention of the European Banking Authority and the European Insurance and Professional Pension Authority by the Autorité de contrôle prudentiel et de résolution.
"V. ― The auditors of these companies are also subject to all the provisions applicable to the auditors of credit institutions and investment companies. » ;
70° Section 2 of Chapter VII of Title I is supplemented by sub-section 3 as follows:
"Subsection 3
« Mixed holding companies
and Mixed Parents of Finance Corporations
"Art. L. 517-10.-The joint holding companies and the joint parent companies of the financing company are subject to the provisions of Articles L. 511-33, L. 511-34, L. 511-41, I of Article L. 511-57, the second paragraph of Article L. 511-41-4 and L. 571-4.
"They are also subject to the provisions of Articles L. 612-20, L. 612-21, L. 612-24 to L. 612-27, L. 612-31 and L. 612-40 and to Article L. 612-23 for information received under Article L. 612-24. » ;
71° In Article L. 518-15-2, the words: "and articles L. 511-40 and L. 511-41" are replaced by the words: ", from the I of Article L. 511-41, article L. 511-55, except its provisions relating to compensation policies and practices, article L. 511-56 and article L. 511-57. This decree specifies the provisions of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 applicable to it, subject to necessary modifications. » ;
72° Article L. 531-6 is supplemented by a paragraph to read as follows:
"When the Prudential Control and Resolution Authority is aware that a person, acting alone or in concert with others, has not complied with the notification requirement in the first paragraph of this I, it may enjoin that person to make the required notification without delay. » ;
73° Section L. 531-12 is amended as follows:
(a) The first paragraph is preceded by an I;
(b) It is supplemented by the following provisions:
“II. ― Personnel of investment companies subject to the control of the Authority for prudential control and resolution, as well as personnel of external providers of such persons may report to the Authority any potential or proven breaches or breaches of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013, to the provisions of this title and title I of this book or any regulation made for their application or any other statutory or regulatory provision referred to above. The reports are made in written form and accompanied by all elements to establish the reality of the reported facts.
"The Autorité de contrôle prudentiel et de résolution collects reports under conditions that guarantee the protection of persons reporting breaches, especially with regard to their identity, and the protection of personal data relating to persons affected by the reports. » ;
74° Section L. 532-2 is amended as follows:
(a) In the fifth paragraph, the words: "having the necessary honesty and the proper experience of their function, in order to ensure its sound and prudent management" are deleted;
(b) After the ninth preambular paragraph, a sub-item reads as follows:
"The Authority shall refuse the approval if the provisions of articles L. 533-25 and L. 533-26 are not complied with. » ;
75° Section L. 532-2-1 is repealed;
76° In Article L. 532-4, the words: "the honesty of the leaders and the adequacy of their experience to their functions" are replaced by the words: "the obligations set out in Articles L. 533-25 and L. 533-26,"
77° Article L. 532-6 is amended as follows:
(a) In the fourth paragraph, the words "in Article L. 612-39" are replaced by the words "in Articles L. 612-39 and L. 612-40";
(b) In the last paragraph, after the words: "to articles L. 612-39", the reference is inserted: ", L. 612-40";
78° In the last paragraph of Article L. 533-2, after the words: "to articles L. 612-39", the reference is inserted: ", L. 612-40";
79° After Article L. 533-2, the following articles are inserted: L. 533-2-1, L. 533-2-2 and L. 533-2-3:
"Art. L. 533-2-1.-Submitted to the provisions of Article L. 511-41-1 A, investment companies, with the exception of:
« 1° Who are approved exclusively to provide one or more of the investment services referred to in Article L.2.4 and 5, 321-1 and which are not authorized to hold funds or securities of the client; or
« 2° Not authorized to provide one or more of the investment services referred to in Article L. 321-1, 3.6.1 and 6.2.
"Art. L. 533-2.-Investment companies other than portfolio management companies shall establish systems, strategies and procedures that are subject to regular internal control referred to in Article L. 511-55 to enable them to detect, measure and manage the risks to which they are or could be exposed as a result of their activities.
"These risks include the risk of credit and counterparty, including residual risk, risk of exposure concentration on counterparties, risk of securitization operations, market risks, risk of change in interest rates, operational risk, risk of liquidity and the risk of excessive leverage.
"Invest companies other than portfolio management companies, particularly in view of their size, internal organization and activities, develop an internal capacity to assess the risks involved. They use, if authorized by the prudential and resolution control authority, an internal approach to determine the requirements of their own funds.
"The devices, strategies and procedures referred to in the first paragraph may also be designed to allow investment companies other than portfolio management companies to assess and maintain adequate amounts and structures of internal capital to cover certain risks to which they are or may be exposed.
"Invest companies other than portfolio management companies must, depending on the nature of the risks involved, establish contingency plans and continue their business, maintain adequate liquidity cushions and have recovery plans for their liquidity.
"The parent companies of groups subject to consolidated monitoring under section L. 613-20-1 ensure that the devices, strategies and procedures mentioned in the first paragraph that are put in place by their subsidiaries are consistent and well integrated.
"The conditions of application of this section are determined by order of the Minister responsible for the economy.
"Art. L. 533-2-3.-The Autorité de contrôle prudentiel et de résolution evaluates and controls the devices, strategies and procedures implemented by investment companies other than portfolio management companies to detect, measure and manage the risks to which they are or could be exposed, as defined in Article L. 533-2-2.
"The Authority controls the use by investment companies other than portfolio management companies of internal approaches to the determination of the requirements of their own funds, in particular by ensuring that they do not rely exclusively or mechanically on external credit ratings.
"On the basis of information provided by investment companies other than portfolio management companies, it assesses at least once a year the quality of the internal approaches implemented to the calculation of equity requirements.
"The Autorité conducts a comparative analysis of internal approaches. If the Authority determines, at the end of this analysis, that the internal approach of an investment company other than a portfolio management company results in a sub-estimate of its requirement in equity, it may impose corrective measures. These corrective measures should not lead to standardization or propensity for certain methods, create unwarranted incentives or cause imitation behavior.
"When the Autorité de contrôle prudentiel et de résolution finds that investment companies other than portfolio management companies with similar risk profiles due to the similarity of their business models or the geographic location of their exhibitions are or could be exposed to similar risks or represent similar risks to the financial system, it shall apply the provisions of this section in a similar or identical manner.
"The conditions of application of this section are determined by order of the Minister responsible for the economy. » ;
80° Section L. 533-4 is amended as follows:
(a) The first paragraph is replaced by two subparagraphs:
"When an investment service provider other than a portfolio management company has a credit institution, an investment company, a holding financial company, a joint holding financial company that has its head office in a non-member State of the European Union or a party to the agreement on the European Economic Area, the Autorité de contrôle prudentiel et de résolution verifies, on its own initiative or at the request of the member State
"For this purpose, the Autorité de contrôle prudentiel et de résolution consults the European Banking Authority and the competent authorities concerned of other Member States of the European Union or other States parties to the agreement on the European Economic Area. » ;
(b) In the last paragraph, after the words: "financial company", the word "holding" is inserted;
81° Section L. 533-4-1 is amended as follows:
(a) After the words: "a financial institution", the words "in the meaning of Article L. 511-21" are inserted;
(b) After the words: "of their consolidated financial situation", the words are inserted: "in the sense of 47 of Article 4, paragraph 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013";
82° In Article L. 533-5, the reference: "L. 511-33" is replaced by the reference "L. 511-35";
83° Chapter III of title I is supplemented by section 8 as follows:
“Section 8
"Governance of investment companies
other than portfolio management companies
"Subsection 1
"Leaders
"Art. L. 533-25.-In an investment company other than a portfolio management company, at any time have the honourability, knowledge, skills and experience required for the performance of their functions:
« 1° Members of the Board of Directors, the Supervisory Board and the Executive Board, the Director General and the Executive Directors as well as any other person or member of an equivalent body;
« 2° Persons who actually run the company within the meaning of 4 of Article L. 532-2 and who are not mentioned in 1°;
« 3° Any person responsible for the procedures, devices and policies referred to in section L. 511-55, whose duties are specified by the order made under section L. 533-29, and who are liable to report directly on the performance of their duties to the board of directors, the supervisory board or any other body exercising equivalent oversight functions.
"The competence of the members of the Board of Directors, the Supervisory Board or any other body performing equivalent functions is valued on the basis of their training and experience with regard to their responsibilities. When warrants have been previously exercised, jurisdiction is presumed due to experience gained. For new members, it is taken into account the trainings they will be able to benefit throughout their tenure. It is also taken into account, in the appreciation given to each person, the competence and powers of the other members of the body to which it belongs.
"The members of the board of directors or the supervisory board, on the one hand, and the members of the board or any person who provides the effective direction of the business activity within the meaning of section 4 L. 532-2, on the other hand, collectively have the knowledge, skills and experience necessary to understand the entire business activities of the company, including the main risks to which it is exposed.
"Art. L. 533-26.-I. ― Individuals who provide the effective direction of the business activity within the meaning of 4 of section L. 532-2, as well as members of the board of directors, supervisory board, directorate or any other body performing equivalent functions within an investment company other than a portfolio management corporation, spend sufficient time in the performance of their duties.
“II. ― Where an investment company other than a portfolio management corporation is of significant importance because of its size, internal organization and the nature, scale and complexity of its activities, the persons referred to in I may not exercise simultaneously within any legal entity:
« 1° More than one term for one of the functions mentioned in 1° of IV and two terms for one of the functions mentioned in 2° of IV; or
« 2° More than four terms for one of the functions mentioned in 2° of IV.
"However, the Autorité de contrôle prudentiel et de résolution may, taking into account the particular situation as well as the nature, scale and complexity of the investment company, authorize a person in one of the cases provided for in 1° or 2° above to exercise an additional mandate for one of the functions mentioned in 2° of IV.
"The provisions of this II shall not apply to representatives of the State in the board of directors, the board of supervision, the board of directors, or any other body performing equivalent functions of an investment company.
"III. – For the application of II, are considered to be a single function:
« 1° The functions performed within the same group within the meaning ofArticle L. 233-16 of the Commercial Code. Institutions and financing companies affiliated to a network and the central body within the meaning of section L. 511-31 are considered to be part of the same group for the purposes of this section. The same applies to entities belonging to cooperative groups governed by similar provisions in the legislation applicable to them;
« 2° The functions performed in companies, including non-financial entities, in which the investment company holds a qualified participation within the meaning of 36 of Article 4, paragraph 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013.
"It is not taken into account the functions performed in entities that are not primarily commercial, including when they are in the form of commercial companies.
"IV. ― The functions of which the exercise is subject to the provisions of the II are:
« 1° The functions of the persons who actually run the business within the meaning of 4 of Article L. 532-2, the functions of Director General, Director General Delegate, Director General, Director General, Single Director General or any other person performing equivalent functions;
« 2° The functions of a member of the Board of Directors, the Supervisory Board or any other body performing equivalent functions.
"Art. L. 533-27.-Investment companies other than portfolio management companies devote the necessary human and financial resources to the training of persons referred to in Article I L. 533-26.
"Art. L. 533-28.-A decree in the Council of State specifies the conditions for the application of this subsection.
"Subsection 2
“Organization and internal control
"Art. L. 533-29.-Invest companies other than portfolio management companies are subject to obligations under sections L. 511-55 to L. 511-69.
"An order by the Minister responsible for the economy defines the conditions for the application of this section.
"Subsection 3
“Pay Policy and Practices
"Art. L. 533-30.-Invest companies other than portfolio management companies are subject to obligations under sections L. 511-71 to L. 511-87.
"A decree in the Council of State defines the conditions for the application of this article.
"Subsection 4
“Specialized committees
"Art. L. 533-31.-Investments other than portfolio management companies are subject to obligations under sections L. 511-89 to L. 511-102.
"An order by the Minister responsible for the economy defines the conditions for the application of this section. » ;
84° In the first paragraph of Article L. 561-20, before the words "and the financial companies", the word "holding" is inserted;
85° Article L. 561-36 is amended as follows:
(a) In the second paragraph, the references: "4°, 6° and 7°" are replaced by the references: "4°, 4° bis, 6°, 7°, 10° and 11°";
(b) In the fifth paragraph, the words "minimum capital" are replaced by the words "initial capital";
86° In Article L. 571-4, the words: "in Article L. 612-26" are replaced by the words: "in Articles L. 612-24 and L. 612-26" and the words: "inscribed in Articles L. 511-33 and L. 511-34" are replaced by the words: "submitted to the I of Article L. 511-33, in Article L. 511
87° In article L. 571-5, after the words: "financial companies", is inserted the word "holding";
88° The title of chapter I, section 5, of title VII is replaced by the following title:
"Financial holding companies, parent financing companies and joint holding financial companies";
89° In section L. 571-14, the words: "financial, a parent company of financing companies" are replaced by the words: "financial holding, a parent company of financing companies";
90° In Article L. 573-2-1, the words "in Article L. 531-12" are replaced by the words "in Article L. 531-12".
Book VI of the same code is amended as follows:
1° Section L. 611-1 is amended as follows:
(a) In 1, after the words: "The amount of capital", the word "initial" is inserted;
(b) In the 6th, before the words: "The standards for the management of credit institutions" are inserted the words: " Subject to the European provisions that are directly applicable to them,"
(c) It's added a draft as follows:
« 13. The rules applicable to branches established in the territory of the French Republic by credit institutions having their head office in a State that is not a party to the agreement on the European Economic Area. » ;
2° In Article L. 611-2, after the words: "financial institutions" are inserted the words "in the meaning of Article L. 511-21";
3° In the second paragraph of Article L. 611-3, after the words: "The amount of capital", the word "initial" is inserted;
4° Article L. 612-1 is amended as follows:
(a) In the third paragraph of II, the references: "1° to 4° and, 8° and 9°" are replaced by the references: "1° to 4° and 8° to 10°";
(b) After the 2° of the II, it is inserted a 2° bis as follows:
"2° bis Determine the cushion requirement for global systemic establishments and other systems-wide establishments and ensure compliance with the overall clean fund cushion requirement set out in sections L. 511-41-1 A and L. 533-2-1; » ;
(c) It is complemented by an IV as follows:
"IV. - By derogation from the provisions of Act No. 68-678 of 26 July 1968 relating to the communication of economic, commercial, industrial, financial or technical documents and information to foreign natural or legal persons, the Autorité de contrôle prudentiel et de résolution may, under the conditions and limits established by decree in the Council of State, transmit to the European Commission information covered by professional secrecy. » ;
5° Article L. 612-2 is amended as follows:
(a) A du I:
― at 4°, after the words: "Financial companies", is inserted the word "holding";
― after 4°, is inserted a 4° bis as follows:
"4° bis The joint holding companies for the only provisions applicable to them under Article L. 517-10; » ;
― after 9°, are inserted a 10° and 11° as follows:
« 10° The parent companies of the financing company;
« 11° Mixed parent companies of a funding corporation for the only provisions applicable to them under section L. 517-10. » ;
(b) In III, after the word "solvability", is inserted the word: ", liquidity";
6° In the eighth paragraph of Article L. 612-8-1, the words "of Article L. 612-12" are replaced by the words "of Articles L. 612-12, L. 612-23 and L. 612-26, of the second paragraph of Article L. 612-19 and of the rules relating to the direction of the services provided for in Article L. 612-15";
7° Article L. 612-20 is amended as follows:
(a) In the first paragraph of the A of the II, the references: "1°, 2°, 3°, 4°, 8° and 9°" are replaced by the references: "1° to 4° and 8° to 10°";
(b) At 2° of the A of II and IV, the words "minimum capital representation" are replaced by the words "initial capital";
(c) At 1° of the C of II, after the words: "as mentioned in the A of the same I", the words are inserted: ", except those mentioned in 4° bis and 11° ," and the words: "minimum capital representation" are replaced by the words: "initial capital";
(d) The C of II is supplemented by a 3° as follows:
« 3° The persons referred to in 4° bis and 11° of the A of the I of Article L. 612-2 shall each pay a flat fee of between €5,000 and € 15,000, fixed by order of the minister responsible for the economy. » ;
8° Section L. 612-23-1 is amended as follows:
(a) I:
- in the first sentence, the references: "at 1° and at 2°" are replaced by the references: "at 1°, at 2°, 4°, 9° and 10°";
― in the second sentence, the word "They" is replaced by the words: "The persons referred to in 1°, 2° and 9° of the A of Article L. 612-2" and the words: "members of their board of directors or their supervisory board" are replaced by the words: ", including representatives of legal persons, members of their board of directors, of their supervisory board,
(b) In III, after the words: "experience that is applicable to them", the words are inserted: "or, when they are submitted, the conditions of knowledge and obligations set out in articles L. 511-52 and L. 533-26";
(c) In IV, the reference: "at 1°" is replaced by the references: "at 1°, at 2° and 9°";
(d) V:
― the first paragraph is supplemented by a sentence as follows:
"The Supervisory Board of the Autorité de contrôle prudentiel et de résolution may also, for the same reasons or when the condition of knowledge is no longer fulfilled, oppose the continuation of the mandate of one or more members of the board of directors, the supervisory board, the board or any equivalent organ other than the leaders mentioned in Article L. 511-13, of the persons referred to in 4° and 10° of Article A of I12-2. » ;
― in the third paragraph, the words "of council" are replaced by the words "of the organ";
9° After the second paragraph of Article L. 612-24, the following provisions shall be inserted:
"The Secretary General of the Autorité de contrôle prudentiel et de résolution may request the subsidiaries of credit institutions, investment companies, financing companies, holding financial companies, joint holding financial companies, joint holding companies, parent companies of financing companies, mixed parent companies of financing companies, mixed parent companies of financing companies, and to third parties with whom such persons have outsourced the functions or operational activities all information, documents, whatever
"The Secretary General of the Supervisory and Resolution Authority may also, for the supervision of a credit institution, a financing company or an investment company that is not included in the consolidation scope, request the parent company of that credit institution, financing company or investment company to provide it with any information required under the conditions set out in the preceding paragraph. » ;
10° At the 9th of Article L. 612-26, the words: "significant or essential operational functions are entrusted" are replaced by the words: "are entrusted with operational functions or activities";
11° Article L. 612-32 is amended as follows:
(a) After the words: "his financial situation", the words "or liquidity" are inserted;
(b) It is supplemented by the following provisions:
", in particular where the information received or requested by the Authority for the exercise of control is likely to be determined that the person is likely to fail, within 12 months, the obligations set out in Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013, by a provision of Title I or Title III of Book V or a regulation made for its application or by any other legislative or regulatory provision of which misunderstood The Authority may require that the person submit to its approval the changes to the program during the course of its execution, particularly with respect to its scope and timeline for implementation. » ;
12° Article L. 612-33 is amended as follows:
(a) I:
― in the first paragraph, the words: "The Authority of prudential control and resolution takes the necessary precautionary measures. are replaced by the words: "or where the information received or requested by the Authority for the exercise of control is likely to establish that the person is likely to fail within twelve months to the obligations set out in Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013, by a provision of titles I and III of Book V or a regulation made for its application or by any other legislative or regulatory provisions of which the » ;
― after 1°, it is inserted a 2° as follows:
« 2° Charge one or more of its agents to carry out a permanent monitoring mission within the person concerned in order to ensure close monitoring of their situation; » ;
– at 2°, after the words: “some operations” are inserted the words: “or activities”;
― after the 3°, are inserted a 5° and a 6° as follows:
« 5° Require from this person the assignment of activities;
"6° Limit the number of agencies or branches of that person; » ;
― after 6°, are inserted a 10° and 11° as follows:
"10° Decide to prohibit or limit the payment of interest to holders of additional Category 1 equity instruments defined in Article 52 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013, unless this limitation or prohibition should be considered an event of default of persons subject to the control of the Authority;
« 11° Require the risk reduction inherent in the activities, products and systems of credit institutions, investment companies and financing companies; » ;
― the 2° becomes the 3°, the 3° becomes the 4°, the 4° becomes the 7°, the 5° becomes the 8°, the 6° becomes the 9° and the 7° becomes the 12°;
(b) In II, the words: "the conditions of honesty, competence or experience required" are replaced by the words: "the conditions of honesty, competence, experience or, where applicable, the knowledge required";
13° Article L. 612-39 is amended as follows:
(a) At the beginning of the first paragraph, the words are inserted: " Subject to the provisions of Article L. 612-40",
(b) In the first paragraph, the references: "4° and 5°" are replaced by the references: "4 bis, 5° and 11°";
14° Section L. 612-40 is replaced by the following provisions:
"Art. L. 612-40. - I. ― If a credit institution, an investment company or a financing company has breached a provision of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013, a provision of Title I and Title III of Book V or a regulation made for its application or any other legislative or regulatory provision whose knowledge results in that of the aforementioned provisions or if it has not deferred
« 1° The warning;
« 2° The blame;
« 3° Prohibition of certain operations and other limitations in the exercise of the activity;
« 4° Partial withdrawal of approval;
« 5° The total withdrawal or delisting of the list of registered persons, with or without appointment of a liquidator.
"The penalty mentioned in the 3° cannot, in its duration, exceed ten years.
“II. ― If a holding financial company, a joint holding financial company or a parent company of a financing corporation has breached a provision of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013, a provision of Title I and Title III of Book V or a regulation made for its application or any other legislative or regulatory provision whose knowledge results in that of the provisions referred to above or if it fails to
"III. ― If a joint holding company or a joint parent company of financing company has not referred to an injunction under the terms of Article L. 612-25 or has not been subject to an on-site control provided for in Article L. 612-26, the Sanctions Commission may impose a monetary penalty on it not more than one million euros.
"IV. ― The sanctions committee may impose, either instead, or in addition to the sanctions provided for in I and II, a monetary penalty of up to 10% of the net annual turnover, including the gross income of the enterprise consisting of the liked interests and products, the income of shares, shares and other variable or fixed income securities, and commissions collected in accordance with Article 316 of the EU Regulation (75)
"When the company is a subsidiary of a parent company, the gross income to be taken into account is that reflected in the consolidated accounts of the ultimate parent company in the previous year.
"When the benefit removed from the breach may be determined, the sanctions commission shall impose a penalty of up to two times the penalty.
"V. ― The Sanctions Commission may impose penalties on an offence, which sets the amount and date of effect.
"VI. ― Where direct and personal liability in the breaches or offences referred to in I and II is established against persons who effectively conduct the business within the meaning of sections L. 511-13 or L. 532-2, members of the board of directors, supervisory board, directorate or any other body exercising equivalent functions in a credit institution, an investment company, a company of
"These sanctions cannot, for their duration, exceed ten years.
« VII. ― Where direct and personal liability in the breaches or offences in question is established against persons who effectively direct, within the meaning of articles L. 511-13 or L. 532-2, the activity of a credit institution, an investment company, a financing company, a holding financial company, a joint holding company or a parent company of a financing corporation, the penalty board referred to above may
"When the benefit removed from the breach may be determined, it shall impose a penalty of not more than twice that amount.
« VIII. ― The termination of the duties under which the responsibility of a natural person is established, if it occurs within a period of less than or equal to one year before the commencement of the disciplinary proceedings, does not constitute an obstacle to the imposition of any of the penalties provided for in this section.
" IX. ∙ The amount and type of penalty imposed under this section shall be determined, taking into account, inter alia:
« 1° The severity and duration of the breaches and, where appropriate, their potential systemic consequences;
« 2° The degree of responsibility of the perpetrator of the breaches, his financial situation, the importance of the gains he has obtained or the losses he has avoided, his degree of cooperation with the Autorité de contrôle prudentiel et de résolution and the deficiencies he has previously committed;
« 3° Damage suffered by third parties due to breaches, if determined.
"X. ― When a sanctioning procedure is instituted against a natural person pursuant to the provisions of this section, the training of the Authority that decides on the initiation of the proceedings shall notify him of the grievances, specifying the elements that may be the basis of his or her direct and personal responsibility in the breaches or offences in question.
"A copy of the grievance notification is sent to the Board of Directors, the Supervisory Board or any other body performing the equivalent functions of the undertaking in which the natural person performs his or her duties and, where appropriate, to the Board of Directors, the Supervisory Board or any other body performing the equivalent functions of the parent company or the central body of the enterprise in which the natural person performs his or her duties.
« XI. ― Under the conditions established by a decree in the Council of State, the decision of the sanctions commission is made public in the publications, newspapers or media it designates, in a format proportionate to the fault committed and the sanction imposed. The costs are borne by the sanctioned persons.
"However, the decisions of the sanctions commission are published anonymously in the following cases:
« 1° When, in the case of a penalty imposed on a natural person, a preliminary assessment made on the basis of the elements provided by the interested party indicates that the publication of the personal data concerning him would cause disproportionate prejudice;
« 2° When the unanonymized publication compromises the stability of financial markets or an ongoing criminal investigation;
« 3° When it appears from objective and verifiable elements provided by the person prosecuted that the harm resulting from an unanonymized publication would be disproportionate.
"When the situations mentioned in 1° to 3° are likely to cease to exist within a short period of time, the sanctions committee may decide to postpone the publication during this period.
« XII. — The provisions of this section shall apply to persons who have not referred to the injunction provided for in sections L. 511-12-1 and L. 531-6. » ;
15° In the first paragraph of Article L. 612-43, the words: "targeted at 6° and 7°" are replaced by the words: "specified at 4° bis, 6°, 7° and 11°";
16° Le III de l'article L. 612-44 est compléter par un alinéa ainsi écrit :
"Unless there is compelling reason to do so, the facts or decisions referred to in II shall be forwarded simultaneously to the President of the Board of Directors or Supervisory Board of the credit establishment, the financing corporation or the investment company concerned, who shall inform the Board of Directors and the directors and the persons referred to in Article L. 511-13 and Article 4 L. 532-2. » ;
17° The title I, chapter III, section 1, is replaced by the following title: "Group monitoring on a consolidated basis";
18° Section 1 of Chapter III of Title I creates a sub-section 1, entitled: "Surveying on a consolidated basis by the Prudential and Resolution Authority and College of Supervisors", including sections L. 613-20-1 to L. 613-20-6;
19° Section L. 613-20-1 is amended as follows:
(a) The first paragraph is preceded by an I and its second sentence is replaced by the following:
"When the parent company is a holding financial company, a parent financing company or a joint holding financial company within the meaning of sections L. 517-1 and L. 517-4, the prudential and resolution control authority shall exercise supervision on a consolidated basis if the group meets, inter alia, the criteria for the structure and location of its financial activities defined by decree of the Minister responsible for the economy. » ;
(b) After the first paragraph, two sub-items are inserted:
"The Autorité de contrôle prudentiel et de résolution may, in common agreement with the other competent authorities concerned, and because of the relative importance of the activities of the credit institutions and the investment companies of the group in different countries, agree to exercise supervision on a consolidated basis of a group in place of the competent authority.
"By mutual agreement with the other relevant authorities, the Autorité de contrôle prudentiel et de résolution may, because of the relative importance of the activities of the credit institutions and the investment companies of the group in different countries, decide not to carry out surveillance on a consolidated basis and to leave the exercise of this monitoring to another competent authority. » ;
(c) The second paragraph is preceded by a II and is thus amended:
― the words "this article" are replaced by: "I";
― after the words: "as a whole", are inserted the words: "of the Union or";
― after the words: "it ensures in particular", are inserted the words: ", with the competent authorities concerned, in the normal course of business and, if applicable, in emergency situations";
(d) In the third paragraph, the words "useful in normal business and in emergency situations" are replaced by the words "relevant or essential";
(e) The fourth preambular paragraph is replaced by the following:
“2. The planning and coordination of prudential surveillance activities. In emergency situations, this planning and coordination are carried out as necessary with the central banks of the European Central Bank System. This is particularly true in the event of a negative change in the situation of financial institutions or markets. » ;
(f) It is complemented by a III and an IV as follows:
"III. ― The monitoring activities referred to in 2 of II include the exceptional measures referred to in Articles L. 511-41-3 and L. 612-33, the authorization to use an advanced approach within the meaning of Article 312(2) of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013, the preparation of joint assessments, the implementation of contingency plans and the provision of public information.
"IV. ― The Autorité de contrôle prudentiel et de résolution may, when exercising supervision on a consolidated basis of a group, agree to exercise the supervision of a subsidiary established in another Member State of the European Union or another State Party to the agreement on the European Economic Area, at the request of the supervisory authority of that subsidiary. » ;
20° Section L. 613-20-2 is amended as follows:
(a) The first paragraph is preceded by an I;
(b) In the first sentence of the first paragraph, after the words: "States Parties to the Agreement on the European Economic Area", are inserted the words: "in charge of the supervision of subsidiaries or branches of significant importance, and, where appropriate, the central banks of the European System of Central Banks as well as the supervisory authorities of third countries in the appropriate cases and provided that the confidentiality requirements they apply are, of the opinion » ;
(c) In the third sentence of the first paragraph, the word "competent" is replaced by the words "monitoring";
(d) In the last sentence of the first paragraph, the word "competent" is deleted;
(e) The second paragraph is preceded by a II;
21° Section L. 613-20-4 is amended as follows:
(a) The first paragraph is preceded by an I;
(b) In the first paragraph, the words "in agreement on their part" are replaced by the word "common";
(c) The second paragraph is preceded by a II and is thus amended:
― the words: "other EU Member States or other States parties to the European Economic Area Agreement" are replaced by the words: "in the sense of 40 of Article 4, paragraph 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013";
― the words "to a common decision on" are replaced by the words: ", within a time limit set by decree in the Council of State, a common decision on, on the one hand, the adequacy of the level of the equity held by the group to its financial situation and its risk profile and, on the other hand,";
the words: "bank and on a consolidated basis within the meaning of the second paragraph of Article L. 511-41-3" are deleted;
(d) The third and fourth preambular paragraphs are replaced by two sub-items:
"III. ― The Authority for prudential control and resolution, as a supervisory authority on a consolidated basis, and the competent authorities shall consult with each other with a view to reaching, within a period fixed by decree in the Council of State, a joint decision on the measures to be taken in the presence of any question or any notice of significant importance concerning the monitoring of liquidity. These measures may include the adequacy of the group's organization and the treatment of liquidity risk and the need to have specific liquidity requirements at the facility in accordance with Article L. 511-41-3.
"IV. ― In the absence of a common decision referred to in I, II or III, the Autorité de contrôle prudentiel et de résolution is pronounced on a consolidated basis. In the event that one of the competent authorities concerned has seized the European Banking Authority in accordance with Article 19 of Regulation (EU) No 1093/2010 of the European Parliament and of the Council of 24 November 2010, in accordance with the deadlines set out, the Autorité de contrôle prudentiel and de résolution suspends its decision on a consolidated basis pending that of the European Banking Authority. The Autorité de contrôle prudentiel et de résolution takes action in accordance with the decision of the European Banking Authority. » ;
22° Section L. 613-20-5 is amended as follows:
(a) After the words: "competent authorities" are inserted the words: "in the sense of 40 of Article 4, paragraph 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013";
(b) The words: "and the European Committee for Systemic Risk and" are replaced by the words: ", competent central banks of the European Central Bank System and the European Committee for Systemic Risk. The Autorité de contrôle prudentiel et de résolution » ;
23° In section L. 613-20-6, the word "section" is replaced by the word "subsection";
24° Section 1 of Chapter III of Title I is supplemented by sub-section 2 as follows:
"Subsection 2
"Monitoring on a consolidated basis by a competent authority of another Member State of the European Union or another State Party to the Agreement on the European Economic Area
"Art. L. 613-21-1. - The Autorité de contrôle prudentiel et de résolution cooperates closely with the other competent authorities within the meaning of 40 of Article 4, paragraph 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 and communicates to them any essential or relevant information for the exercise of their monitoring missions. It shall transmit to them, upon request, any relevant information and, on its own initiative, any essential information.
"Art. L. 613-21-2. - I. ― The Autorité de contrôle prudentiel et de résolution consults with the competent authorities within the meaning of 40 of Article 4, paragraph 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013, before taking any decision that could significantly affect their monitoring mission and that:
« 1° Changes affecting ownership, organization or management of credit institutions that are part of a group;
« 2° The opening of a procedure that could give rise to a sanction, the adoption of a measure provided for in sections L. 612-31 to L. 612-33 and the imposition of a specific requirement of equity pursuant to Article L. 511-41-3 or a limitation to the use of an advanced measure approach to the calculation of the requirements of equity under paragraph 2 of Article 31(2013)
“II. ― Before the commencement of a procedure or the adoption of any measure referred to in 2° of the I, the Autorité de contrôle prudentiel et de résolution consults with the supervisory authority on a consolidated basis.
"III. ― In the event of an emergency or where such a consultation could jeopardize the effectiveness of its decisions, the Autorité de contrôle prudentiel et de résolution may refrain from conducting the consultations provided for in I and II. In such a case, it shall promptly inform the other competent authorities concerned.
"Art. L. 613-21-3. - When an authority of another Member State of the European Union or a party to the agreement on the European Economic Area responsible for monitoring on a consolidated basis of a group consults the Autorité de contrôle prudentiel et de résolution with a view to reaching a common decision on the level required of the group's own funds or on the measures to be taken in the presence of any question or any notice of significant importance regarding the monitoring of liquidity, the Autorité
"In the above cases, the Autorité de contrôle prudentiel et de résolution may, in accordance with Article 19 of Regulation (EU) No 1093/2010 of the European Parliament and of the Council of 24 November 2010, seize the European Banking Authority within a period fixed by decree in the Council of State.
"If no competent authority within the meaning of 40 of Article 4, paragraph 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 has before it the European Banking Authority, in accordance with Article 19 of Regulation (EU) No 1093/2010 of the European Parliament and of the Council of 24 November 2010, the joint decision communicated to the Autorité de contrôle prudentiel et de résolution is applicable in France.
"Art. L. 613-21-4. - In the absence of a common decision of the supervisory authority on a consolidated basis, the Autorité de contrôle prudentiel et de résolution takes a decision, on an individual basis or subconsoluted within the meaning of 49 of Article 4, paragraph 1, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013, on the required level of equity or on the measures to be taken in the presence of any question or of any meaningful monitoring of If, during the period fixed by decree in the Council of State, a competent authority within the meaning of 40 of paragraph 1 of Article 4 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 seizes the European Banking Authority, the Autorité de contrôle prudentiel et de résolution suspends its decision pending that of the European Banking Authority. The Autorité de contrôle prudentiel et de résolution takes action in accordance with the decision of the European Banking Authority.
"Art. L. 613-21-5. - In the absence of a joint decision of the supervisory authority on a consolidated basis, the Autorité de contrôle prudentiel et de résolution may, within the time fixed by decree in the Council of State, refer to the European Bank Authority concerning any decision, taken on an individual basis or underconsolved by another competent authority within the meaning of 40 of paragraph 1 of Article 4 of the Regulation (EU) no 575/2013 of the European Parliament and of the Council of 26 June 2013
"Art. L. 613-21-6. - The Autorité de contrôle prudentiel et de résolution may, when acting as the authority in charge of the supervision of a subsidiary of a company having its seat in another Member State of the European Union or in another State Party to the agreement on the European Economic Area, delegate its responsibility for the supervision of the subsidiary in question to the competent authorities within the meaning of 40 of paragraph 1 of Article 4 of the European Regulation (EU) No.
"Art. L. 613-21-7. - A decree in the Council of State specifies the conditions for the application of this subsection. » ;
25° In the third paragraph of Article L. 613-31-2, the words "2° of Article L. 612-33" are replaced by the words "3° of Article L. 612-33";
26° In article L. 613-31-14, after the words: "credit institution, a financial company", is inserted the word "holding";
27° In the first paragraph of Article L. 613-31-15, the words "of Article L. 511-20" are replaced by the words "of Article L. 511-20";
28° Section 3 of Chapter III of Title I, before section L. 613-33, reinstated section L. 613-32 as follows:
"Art. L. 613-32. - I. ― The Autorité de contrôle prudentiel et de résolution exchanges with the competent authorities, within the meaning of articles L. 511-21 and L. 532-16, information relating to credit institutions and investment companies other than portfolio management companies enjoying the freedom of establishment or the free provision of services relating to:
“(a) The management and ownership of these institutions or companies to facilitate their monitoring and review of the conditions of their approval;
“(b) Other elements that may facilitate their follow-up, in particular with regard to liquidity, creditworthiness, deposit guarantee, high-risk limitation, administrative and accounting organization and internal control mechanisms;
"(c) Elements that may affect the systemic risk represented by these institutions or businesses.
"She informs these same authorities:
“(a) From any finding concerning the liquidity of these establishments or enterprises to the extent that such information is relevant to the protection of depositors or investors in the receiving State or for the financial stability of the receiving State;
“(b) The occurrence of a liquidity crisis or reasonable risks arising from such a crisis and the measures taken in this context.
“II. ― At the request of the competent authorities of the host Member State of a credit institution or an investment company other than a portfolio management company enjoying the freedom of establishment in accordance with Articles L. 511-27 or L. 532-23, the Autorité de contrôle prudentiel et de résolution informs these competent authorities of the arrangements it has taken following the findings and information that have been communicated to it. When the competent authorities of the host Member State take measures themselves on the ground that these provisions are not appropriate, the Autorité de contrôle prudentiel et de résolution may refer to the European Banking Authority in accordance with Article 19 of Regulation (EU) No 1093/2010 of the European Parliament and the Council of 24 November 2010.
"III. ― The Authority for prudential and resolution control may request the competent authorities of the Member State of origin of a credit institution or an investment company other than a portfolio management company enjoying the freedom of establishment in accordance with Articles L. 511-22 or L. 532-18-1, information on the arrangements they have made following the findings and information it has communicated to them. If it considers that the competent authorities of the Member State of origin have not taken the appropriate measures, it may, after having informed these authorities and the European Banking Authority, take appropriate measures to prevent further offences in order to protect depositors or investors or preserve the stability of the financial system.
"IV. ― The Autorité de contrôle prudentiel et de résolution may refer to the European Banking Authority if a request for cooperation, in particular for the exchange of information, provided for in this article, has been rejected or has not been implemented within a reasonable period of time.
"A decree in the Council of State specifies the conditions for the application of this article. » ;
29° After section L. 613-32, an article L. 613-32-1 is inserted as follows:
"Art. L. 613-32-1. - I. ― The Autorité de contrôle prudentiel et de résolution may apply to the authority that ensures the consolidated monitoring of a group or the competent authorities within the meaning of sections L. 511-21 or L. 532-16 that the branch established in France of a credit or investment company referred to in Articles L. 511-22 or L. 532-18-1 is considered to be of significant importance. When no decision is made within the time limit, the Autorité de contrôle prudentiel et de résolution itself decides.
“II. ― When the Authority of prudential control and resolution is seized as the competent authority of the Member State of origin by the competent authorities of a Member State receiving a reasoned request that a branch of a credit institution or an investment company referred to in Articles L. 511-27 or L. 532-23 be considered to be of significant importance to that State, it shall consult with the competent authority of the branch of that State.
"When the Authority of prudential control and resolution is seized as a supervisory authority on a consolidated basis by the competent authorities of a Member State of receipt of a reasoned request that a branch of a credit institution or an investment company referred to in Articles L. 511-27 or L. 532-23 be considered to be of significant importance in that competent State, it shall reach agreement with the competent State of
"III. ― Where a credit institution or investment company subject to the control of the Autorité de contrôle prudentiel et de résolution has established in another Member State of the European Union or party to the agreement on the European Economic Area a branch of significant importance, the Autorité de contrôle prudentiel et de résolution :
« 1° Communicates to the competent authorities of the host Member State the essential and relevant information referred to in Article L. 613-21-1;
« 2° Completes the tasks set out in section L. 613-20-1, 2 of II.
"When the prudential and resolution authority, in its capacity as the supervisory authority for a credit institution or an investment company with branches of significant importance, is aware of a situation referred to in section L. 613-20-5, it shall promptly alert the persons referred to in that section and those referred to in section L. 612-11.
"IV. ― Where section 1 of this chapter does not apply, the Prudential and Resolution Authority may, in its capacity as supervisory authority of a credit or investment firm with branches of significant importance, establish and preside over a college of supervisory authorities.
"V. ― This section does not apply to investment undertakings:
« 1° Who are approved exclusively to provide one or more of the investment services referred to in 1, 2, 4 and 5 of Article L. 321-1 and that are not authorized to hold funds or securities of the client; or
« 2° Not authorized to provide one or more of the investment services referred to in Article L.3, 6-1 and 6-2.
"VI. ― A decree in the Council of State determines the conditions for the application of this article, including the criteria for assessing the significant character of a branch and the procedures to be followed with the authorities concerned of the other Member States of the European Union or parties to the agreement on the European Economic Area and the European Banking Authority. » ;
30° Section L. 613-33 is amended as follows:
(a) After the first preambular paragraph, a sub-item reads as follows:
"The Autorité de contrôle prudentiel et de résolution may, for statistical purposes, require establishments referred to in articles L. 511-22 and L. 511-23 to submit periodic reports on the activities of their branches. » ;
(b) In the second paragraph, the word: "It" is replaced by the words: "The Autorité de contrôle prudentiel et de résolution";
(c) In the third paragraph, after the words "scheduled to the 7th of Article L. 612-39", the words ", at the 5th of Article L. 612-40" are inserted;
(d) The last paragraph is supplemented by the words "and referral of the European Banking Authority";
31° After section L. 613-33-3, an article L. 613-33-4 is inserted as follows:
"Art. L. 613-33-4. - The Autorité de contrôle prudentiel et de résolution can carry out on-site controls of the branches of investment companies other than portfolio management companies, mentioned in article L. 532-18-1 under the conditions fixed by decree in the Conseil d'Etat. » ;
32° In article L. 613-35, the words "in article L. 612-39" are replaced by the words "in articles L. 612-39 and L. 612-40";
33° In article L. 614-2, the words: "European communities" are replaced by the words: "European Union";
34° In the second and third paragraphs of Article L. 621-15, the words: "of Article L. 612-39" are replaced by the words: "articles L. 612-39 and L. 612-40";
35° Section L. 631-2-1 is amended as follows:
(a) The 4th is replaced by the following:
« 4° It may, on the proposal of the Governor of the Bank of France, impose on the persons referred to in 1° and 9° of the A of Article L. 612-2 as well as on the persons defined in Article L. 533-2-1 the establishment of a counter-cyclical cushion provided for in 1° of Article L. 511-41-1 A and Article L. 533-2-1;
"4° bis It may, on the proposal of the Governor of the Bank of France, impose on the persons mentioned in 1° and 9° of the A of Article L. 612-2 as well as on the persons defined in Article L. 533-2-1 the setting up of a cushion for systemic risk provided for in 4° of Article L. 511-41-1 A and Article L. 533-2-1;
« 4° ter It may, on the proposal of the Governor of the Bank of France, President of the Autorité de contrôle prudentiel et de résolution, take the measures provided for in Article 458 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013, in respect of the companies to which this article is applicable as well as in respect of the financing companies. » ;
(b) In the eleventh and twelfth paragraphs, the references: "4° and 5°" are replaced by the references: "4° to 5°";
(c) After the twelfth preambular paragraph, a sub-item reads as follows:
"The decisions mentioned in 4° and 4° bis are published. » ;
36° In Section 1 of Chapter II of Title III, before subsection 1, a sub-section 1 is inserted as follows:
"Subsection 1
“General provisions
"Art. L. 632-1 A. - Confidential information received by the Autorité de contrôle prudentiel et de résolution, the Bank of France and the Autorité des marchés financiers on the part of a European supervisory authority, the European Committee on Systemic Risk, an authority within a Member State of the European Union or a State Party to the agreement on the European Economic Area or a country of a third party may not be disclosed without the consent of the agreement » ;
37° Sub-section 1 of chapter II, section 1, of title III becomes sub-section 2 of that section;
38° Article L. 632-1 is supplemented by a paragraph as follows:
"A decree in the Council of State specifies the modalities for the application of this article. » ;
39° Sub-section 1 bis of chapter II, section 1 of title III becomes sub-section 3 of that section;
40° In article L. 632-6-1, it is added a paragraph as follows:
"The conditions for the application of this article are set by decree in the Council of State. » ;
41° Sub-section 2 of chapter II, section 1, of title III becomes sub-section 4 of that section;
42° Article L. 632-7 is amended as follows:
(a) The e of II and III are replaced by the following:
“e) Supervisor of persons responsible for the legal control of the accounts of the companies referred to in a of this II;
“(f) Responsible for the management of deposit guarantee systems and investor compensation systems.
"The information provided shall be provided with guarantees of professional secrecy at least equivalent to those submitted by the French authorities to these agreements.
"This exchange of information must be aimed at the execution of the missions of the said authorities or persons. » ;
(b) IV becomes the III;
43° In Article L. 632-12, the words "that they carry out this verification" are replaced by the words "that they carry out these controls";
44° Sub-section 3 of chapter II, section 1, of title III becomes sub-section 5 of that section;
45° After the article L. 632-12, an article L. 632-12-1 is inserted as follows:
"Art. L. 632-12-1. - By derogation from the provisions of Act No. 68-678 of 26 July 1968 concerning the communication of economic, commercial, industrial, financial or technical documents and information to foreign natural or legal persons, the Autorité de contrôle prudentiel et de résolution may exchange any useful information with authorities or persons from another Member State of the European Union or another State Party to the agreement on the European Economic Area, which are:
“(a) Responsible for the collective procedures of investment companies and any other similar procedure;
“(b) Supervisors of organizations involved in the liquidation and bankruptcy of credit institutions and investment companies and other similar procedures;
"(c) Responsible for the management of deposit guarantee systems and investor compensation systems;
"(d) Responsible for contractual or institutional protection systems defined in Article 113, paragraph 7, of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013;
“e) Supervisors of the bodies responsible for contractual or institutional protection systems defined in paragraph 7 of Article 113 of Regulation (EU) No 575/2013 of the European Parliament and the Council of 26 June 2013;
“(f) Responsible for the legal control of the accounts of investment companies, financial institutions as defined in section L. 511-21, credit institutions, payment institutions, electronic currency institutions and insurance companies, as part of the exercise of their supervisory function or the exercise of their duties in the case of compensation system managers;
“(g) Supervisors of persons responsible for the legal control of the accounts of investment companies, financial institutions within the meaning of Article L. 511-21, credit institutions, payment institutions, electronic currency institutions and insurance companies.
"This exchange of information shall be intended for the execution of the missions of the authorities or persons mentioned in the first paragraph.
"The information provided must also benefit from the guarantees of professional secrecy at least equivalent to those to which the Autorité de contrôle prudentiel et de résolution is subject. » ;
46° In the second paragraph of Article L. 632-13, after the words: "financial company", the word "holding" is inserted;
47° The second paragraph of Article L. 632-15 is deleted;
48° After the article L. 632-15, an article L. 632-15-1 is inserted as follows:
"Art. L. 632-15-1. - Confidential information received by the Autorité de contrôle prudentiel et de résolution on the part of an authority or person under another Member State of the European Union or another State Party to the agreement on the European Economic Area or a third country may not be disclosed without the express agreement of the authority or person who has communicated them and, if necessary, to the purposes for which it has given. » ;
49° In the third paragraph of Article L. 632-16, the words: "Arts L. 632-5 and III of Article L. 632-7" are replaced by the words: "Arts L. 632-5 and L. 632-1 A";
50° Section L. 633-1 is amended as follows:
(a) In the second paragraph, the words: "regulated entities of the group and the competent authorities" are replaced by the words: "regulated entities of the group, the competent authorities" and, after the words: "the joint committee of the European supervisory authorities" are inserted the words: "in the sense of Article 54 of Regulation (EU) No. 1093/2010, Regulation (EU) No. 1094/2010 and Regulation (EU) No. 1095/2010
(b) It is supplemented by a sub-item:
"If the Autorité de contrôle prudentiel et de résolution or, where applicable, the Autorité des marchés financiers considers that a regulated entity referred to in Article L. 517-2 and subject to its control under Articles L. 612-2 or L. 621-9 belongs to a group that may be a financial conglomerate and that has not yet been identified as such, it shall inform the other competent authorities concerned and the Joint Committee of the European Authorities. » ;
51° Section L. 633-2 is amended as follows:
(a) In I, the words: "in cases specified by regulation" are deleted;
(b) In II, the words "defined by regulation" are replaced by the words "determined according to the structure and organization of the conglomerate";
(c) It is supplemented by a III written as follows:
"III. ― The provisions of this Article are specified by decree of Ministers responsible for the economy, social security and mutuality. » ;
52° Section L. 633-3 is amended as follows:
(a) In the fourth paragraph, the words: "this code and theArticle L. 334-8 of the Insurance Code » are deleted;
(b) It is supplemented by a sub-item:
"It can submit the financial conglomerate to crisis simulation exercises, in cooperation with the relevant authorities. » ;
53° Article L. 633-5 is amended as follows:
(a) The second sentence is deleted;
(b) In the third sentence, the word "They" is replaced by the words "These agreements";
(c) It is supplemented by a sub-item:
"The conditions for the application of this article are specified by decree in the Council of State. » ;
54° In Article L. 633-6, the words "regulatory path" are replaced by the words "decree in the Council of State";
55° Article L. 633-7 is amended as follows:
(a) The words: "and the European Central Bank" are replaced by the words: ", the European Central Bank, the European Systemic Risk Committee and the Joint Committee of European Supervisory Authorities";
(b) It is supplemented by a sub-item:
"The conditions for the application of this article are specified by decree in the Council of State. » ;
56° Section 4 of Chapter III of Title III is supplemented by an article L. 633-7-1 as follows:
"Art. L. 633-7-1. - Cooperation between authorities, the fulfilment of the duties of the coordinator and, where appropriate, appropriate coordination and cooperation with the relevant supervisory authorities of third countries shall be ensured, in accordance with the confidentiality and applicable law requirements, through the supervisory colleges referred to in Article L. 613-20-2 or counterpart bodies in the insurance sector.
"The co-ordinator, as president of a college, designates the competent authorities referred to in the 4th of Article L. 517-2 who participate in a meeting or any activity of the college, subject to the applicable sectoral rules.
"The coordination agreements established pursuant to Article L. 633-5 shall be repeated separately in the written coordination agreements established in the colleges of supervisors or counterpart bodies mentioned above. » ;
57° In article L. 633-8, the words "the coordinator" are replaced by the words "the coordinator";
58° Section L. 633-10 is amended as follows:
(a) The first three paragraphs are grouped under one I;
(b) It is supplemented by a sub-item:
“II. ― Where the Autorité de contrôle prudentiel et de résolution or, where appropriate, the Autorité des marchés financiers wishes, in specific cases, to verify the information relating to an entity, regulated or not, that is owned by a financial conglomerate and that has its seat in another Member State of the European Union or a party to the agreement on the European Economic Area, it requests the competent authorities of that State to carry out this verification in accordance with the procedure referred to.
59° In II of article L. 633-12, the words: "in article L. 612-40" are replaced by the words: "in articles L. 612-39 and L. 612-40";
60° In Article L. 633-14, the reference: "L. 334-9" is replaced by the reference: "L. 633-2".
In Books I to VI of the same code, with the exception of Articles L. 141-1, L. 141-2, L. 141-4, L. 141-5, L. 143-1 and L. 611-1, the words "the European Community" are replaced by the words "the European Union".
The insurance code is amended:
1° In the first paragraph of Article L. 310-28, the reference: "L. 334-2" is replaced by the words: "L. 517-4 of monetary and financial code » ;
2° At 1° and 2° of Article L. 322-1-2, the words: "mixed holding financial companies within the meaning of Article L. 334-2" are replaced by the words: "mixed holding financial companies within the meaning ofArticle L. 517-4 of the Monetary and Financial Code » ;
3° In the first paragraph of section L. 322-2, the words: "a joint holding financial company defined in section L. 334-2," are replaced by the words: "a mixed holding financial company defined in section L. 334-2,Article L. 517-4 of the Monetary and Financial Code, ”
4° In chapter II, section 1, title II, of Book III, after article L. 322-3, an article L. 322-3-1 is inserted as follows:
"Art. L. 322-3-1.-In insurance and reinsurance companies, with the exception of those referred to in section L. 322-3, the committee referred to inArticle L. 823-19 of the Commercial Code also monitors risk management policies, procedures and systems.
"However, by decision of the administrative or supervisory body, this mission may be entrusted to a separate committee, governed by the second and last paragraphs of the same article L. 823-19. » ;
5° At 1° of the article L. 323-8, the references: "2°, 3° and 4° of the I" are replaced by the references: "3°, 4° and 7° of the I";
6° In Article L. 328-5, the words: "4° of the I of Article L. 612-33" are replaced by the words: "7° of the I of Article L. 612-33";
7° In Article L. 334-2, 8°, 9°, 10° and 12° are repealed;
8° In article L. 334-3, a third paragraph is inserted as follows:
"Companies subject to State control pursuant to Article L. 310-1 and Article L. 310-1-1, having their head office in France and subsidiaries of a joint holding financial company within the meaning ofArticle L. 517-4 of the Monetary and Financial Code, are also subject to additional monitoring in accordance with the terms and conditions set out in this section. » ;
9° In section 2 of chapter IV of title III of Book III, after article L. 334-3-1, an article L. 334-3-2 is inserted as follows:
"Art. L. 334-3-2.-I. ― When a joint holding company within the meaning of theArticle L. 517-4 of the Monetary and Financial Code is equivalent to the supplementary group monitoring within the meaning of section L. 334-3 and the supplementary financial conglomerate monitoring under theArticle L. 517-6 of the monetary and financial code, in particular with regard to risk-based monitoring, the Autorité de contrôle prudentiel et de résolution may, after consultation with other relevant authorities within the meaning of theArticle L. 517-2 of the Monetary and Financial Code, only apply the articles L. 517-6 and L. 517-8 monetary and financial code.
“II. ― When a joint holding company within the meaning ofArticle L. 517-4 of the Monetary and Financial Code amounts to equivalent provisions for consolidated monitoring within the meaning ofArticle L. 613-20-1 of the Monetary and Financial Code and in respect of additional group monitoring within the meaning of Article L. 334-3, in particular with respect to risk-based monitoring, the Authority for prudential and resolution control may, in accordance with the competent authority in charge of the consolidated supervision of the banking group, apply to a joint holding financial company only the provisions applicable to the most important sector determined in accordance with theArticle L. 517-3 of the Monetary and Financial Code.
"III. ― Decisions taken pursuant to I and II are brought to the attention of the European Banking Authority and the European Insurance and Professional Pension Authority by the Autorité de contrôle prudentiel et de résolution. » ;
10° Section L. 334-4 is replaced by the following provisions:
"Art. L. 334-4.-The companies referred to in Article L. 310-1 and 1° III of Article L. 310-1-1 owned by a financial conglomerate within the meaning ofArticle L. 517-3 of the Monetary and Financial Code are subject to further monitoring under the conditions set out in Chapter VII of Title I of Book V of the Monetary and Financial Code and Chapter III of Book VI of the same Code, without prejudice to the sectoral rules applicable to them. » ;
11° Articles L. 334-5, L. 334-7 and L. 334-8 are repealed;
12° In the first paragraph of Article L. 345-2, the words: "at the 9th of Article L. 334-2" are replaced by the words: "at theArticle L. 517-4 of the Monetary and Financial Code "
The mutuality code is thus modified:
1° In the first paragraph of Article L. 111-4-2, the words: "mixed holding financial companies, as defined in Article L. 212-7-1," are replaced by the words: "mixed holding financial companies, as defined in Article L. 212-7-1,"Article L. 517-4 of the Monetary and Financial Code, ”
2° After Article L. 212-3-1, an article L. 212-3-2 is inserted as follows:
"Art. L. 212-3-2. - Within the mutuals governed by this book, except those referred to in Article L. 212-3-1, the committee referred to inArticle L. 823-19 of the Commercial Code also monitors risk management policies, procedures and systems.
"However, by decision of the administrative or supervisory body, this mission may be entrusted to a separate committee, governed by the second and last paragraphs of the same article L. 823-19. » ;
3° Section L. 212-7-1 is amended as follows:
(a) The 8°, 9°, 10° and 12° are repealed;
(b) At 13°, after the words: "in article L. 212-7-2", the words "in this code" are inserted;
4° In the first paragraph of Article L. 212-7-2, after the words: "insurer organization or", are inserted the words: "to a joint holding company within the meaning of theArticle L. 517-4 of the Monetary and Financial Code or »
5° Section L. 212-7-4 is replaced by the following provisions:
"Art. L. 212-7-4. - Mutuals and unions under this book belonging to a financial conglomerate within the meaning ofArticle L. 517-3 of the Monetary and Financial Code are subject to further monitoring under the conditions set out in Chapter VII of Title I of Book V of the Monetary and Financial Code and Chapter III of Book VI of the same Code, without prejudice to the sectoral rules applicable to them. » ;
6° After Article L. 212-7-4, an article L. 212-7-4-1 is inserted as follows:
"Art. L. 212-7-4-1. - I. ― When a joint holding company within the meaning of theArticle L. 517-4 of the Monetary and Financial Code is subject to equivalent provisions under the supplementary group supervision within the meaning of Article L. 212-7-2 and under the supplementary financial conglomerate monitoring referred to in Article L. 212-7-4 of the same code, particularly with respect to risk-based monitoring, the prudential and resolution control authority may, after consultation with other relevant authorities within the meaning of theArticle L. 517-2 of the Monetary and Financial Codeonly apply articles L. 517-6 and L. 517-8 of the same code.
“II. ― When a joint holding company within the meaning ofArticle L. 517-4 of the Monetary and Financial Code amounts to equivalent provisions for consolidated monitoring within the meaning ofArticle L. 613-20-1 of the Monetary and Financial Code and in respect of additional group supervision within the meaning of Article L. 212-7-2, particularly with respect to risk-based monitoring, the Authority for prudential and resolution control may, in accordance with the competent authority in charge of the consolidated supervision of the banking group, apply to a joint holding financial company only the provisions applicable to the largest sector determined in accordance with theArticle L. 517-3 of the Monetary and Financial Code.
"III. ― Decisions taken pursuant to I and II are brought to the attention of the European Banking Authority and the European Insurance and Professional Pension Authority by the Autorité de contrôle prudentiel et de résolution. » ;
7° Articles L. 212-7-5, L. 212-7-7 and L. 212-7-8 are repealed;
8° At 1° of Article L. 212-27, the reference: "2°, 3° and 4° of I" is replaced by the reference: "3°, 4° and 7° of I".
The Social Security Code is thus amended:
1° At 1° of the article L. 931-18-1, the reference: "2°, 3° and 4° of the I" is replaced by the reference: "3°, 4° and 7° of the I";
2° Section L. 933-2 is amended as follows:
(a) The 7°, 8°, 9° and 11° are repealed;
(b) At 12°, after the words: "in article L. 933-3", the words "in this code" are inserted;
3° In the first paragraph of Article L. 933-3, after the words: "insurer organization or", are inserted the words: "to a joint holding company within the meaning of theArticle L. 517-4 of the Monetary and Financial Code or »
4° Section L. 933-4-1 is replaced by the following provisions:
"Art. L. 933-4-1.-Provisional institutions belonging to a financial conglomerate within the meaning ofArticle L. 517-3 of the Monetary and Financial Code are subject to further monitoring under the conditions set out in Chapter VII of Title I of Book V of the Monetary and Financial Code and Chapter III of Book VI of the same Code, without prejudice to the sectoral rules applicable to them. » ;
5° After L. 933-4-1, the following articles are inserted: L. 933-4-1-1 and L. 633-4-1-2:
"Art. L. 933-4-1-1.-I. ― When a joint holding company within the meaning of theArticle L. 517-4 of the Monetary and Financial Code is subject to equivalent provisions under the supplementary group supervision within the meaning of Article L. 933-3 and under the supplementary financial conglomerate monitoring referred to in Article L. 933-4-1 of the same code, in particular with respect to risk-based monitoring, the Authority may, after consultation with other relevant authorities within the meaning of theArticle L. 517-2 of the Monetary and Financial Codeonly apply articles L. 517-6 and L. 517-8 of the same code.
“II. ― When a joint holding company within the meaning ofArticle L. 517-4 of the Monetary and Financial Code amounts to equivalent provisions for consolidated monitoring within the meaning ofArticle L. 613-20-1 of the Monetary and Financial Code and in respect of additional group supervision within the meaning of Article L. 933-3, in particular with respect to risk-based monitoring, the Authority for prudential and resolution control may, in accordance with the competent authority in charge of the consolidated supervision of the banking group, apply to a joint holding financial company only the provisions applicable to the largest sector determined in accordance with theArticle L. 517-3 of the Monetary and Financial Code.
"III. ― Decisions taken pursuant to I and II are brought to the attention of the European Banking Authority and the European Insurance and Professional Pension Authority by the Autorité de contrôle prudentiel et de résolution.
"Art. L. 933-4-1-2.-In the planning institutions governed by this title, with the exception of those referred to in section L. 931-14-1, the committee referred to in section L. 931-14-1Article L. 823-19 of the Commercial Code also monitors risk management policies, procedures and systems.
"However, by decision of the administrative or supervisory body, this mission may be entrusted to a separate committee, governed by the second and last paragraphs of the same article L. 823-19. » ;
6° Sections L. 933-4-2, L. 933-4-4 and L. 933-4-5 are repealed.
I. ― Section 235 ter ZE of the General Tax Code is amended as follows:
1° The words: "Articles L. 511-41" are replaced, in each occurrence, by the words: "I of Article L. 511-41 and articles";
2° After each occurrence of the words: "group in the sense" are inserted the words "of the III";
3° In the first paragraph of the VI, after the words "group, in the sense", the words "of the III".
II. ― In the last paragraph of Article 6 of Order No. 58-1100 of 17 November 1958 referred to above, the words "of Article L. 511-33" are replaced by the words "of Article I L. 511-33".
III. ― In the nineteenth paragraph of section 6, paragraph II, of Act No. 2008-1061 of 16 October 2008 referred to above, the words: "in sections L. 511-41 and L. 613-20-4" are replaced by the words: "in I of section L. 511-41 and I of section L. 613-20-4".
IV. ― In section 11 of Order No. 2005-722 of June 29, 2005, referred to above, the words "in sections L. 511-33 and L. 511-34" are replaced by the words "in I of Article L. 511-33 and in Article L. 511-34".
I. ― The b of the 5th of section 4 of this order and the fourth to 10th paragraphs of Article L. 613-32 of the Monetary and Financial Code in their drafting of this order come into force on the date on which the requirement to cover liquidity needs is applicable, in accordance with the delegated act adopted under Article 460 of Regulation (EU) No 575/2013 of the European Parliament and the Council of 26 June 2013.
II. - On that same date:
1° The Article L. 511-24 of the Monetary and Financial Code in its writing from this order is deleted;
2° 1° of the III of Article L. 613-32-1 of the monetary and financial code, in its drafting of this order, is replaced by the following provisions:
« 1° Communicates to the competent authorities of the host Member State the essential and relevant information referred to in Article L. 613-21-1 and the conclusions of the evaluations carried out in accordance with Articles L. 511-41-1 C and L. 533-2-3 and, where applicable, the decisions taken on the basis of Articles L. 511-41-3, L. 612-32, L. 612-33 and L. 613-20-4; » ;
3° The second paragraph of Article L. 613-33 of the Monetary and Financial Code, in its drafting of this order, is replaced by the following provisions:
"For the exercise of this monitoring mission or for the purpose of information or statistics or to assess whether a branch is of significant importance, the Autorité de contrôle prudentiel et de résolution may require establishments referred to in sections L. 511-22 and L. 511-23 to issue periodic reports with any necessary information on the activities of their branch. »
III. — Section L. 511-52, II, III and IV, and Article L. 533-26, II, III and IV of the monetary and financial code, in their drafting of this Order, come into force on July 1, 2014.
IV. – The provisions of sections L. 511-41-1 A and L. 533-2-1 come into force on terms and conditions fixed by order of the Minister responsible for the economy and no later than January 1, 2019.
V. ― Credit institutions, holding financial companies and joint holding financial companies, and investment companies publish on July 1, 2014 the information referred to in 1°, 2° and 3° of the III of Article L. 511-45 of the monetary and financial codein its writing pursuant to this Order, relating to the fiscal year ended December 31, 2013. ♪ provisions of Article L. 511-45 of the monetary and financial code, in its writing from this order, are applicable to this information.
VI. ― No later than 1 July 2014 credit institutions and investment companies other than portfolio management companies, which are of global systemic importance, the list of which is decided by the Autorité de contrôle prudentiel et de résolution transmit, on a confidential basis, to the European Commission the information referred to in the Commission 4°, 5° and 6° of the III of Article L. 511-45 of the monetary and financial code in its writing from this order.
VII. ― Section L. 511-78 of the Monetary and Financial Code, in its drafting of this Order, is applicable to compensation paid for the years beginning on 1 January 2014.
The Prime Minister and the Minister of Economy and Finance are responsible for the application of this Order, which will be published in the Official Journal of the French Republic.
Done on 20 February 2014.
François Hollande
By the President of the Republic:
The Prime Minister,
Jean-Marc Ayrault
Minister of Economy and Finance,
Pierre Moscovici
