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Decision of 12 October 2006 laying down rules relating to supplementary prudential supervision of banks, life insurers, non-life insurers and investment firms belonging to a financial group (Decision on prudential supervision of financial resources). groups of Wft)
We Beatrix, at the grace of God, Queen of the Netherlands, Princess of Orange-Nassau, etc. etc. etc.
On the nomination of our Minister of Finance of 27 June 2006, No FM 2006-01503 M;
Having regard to Directive No 2002 /87/EC of the European Parliament and of the Council of the European Union of 16 December 2002 on the supplementary supervision of credit institutions, insurance undertakings and investment firms in a financial conglomerate and amending the Directives 73 /239/EEC , 79 /267/EEC , 92 /49/EEC , 92 /96/EEC , 93 /6/EEC and 93 /22/EEC of the Council and of the Directives 98 /78/EC and 2000 /12/EC of the European Parliament and of the Council (PbEU 2003 L 35), Directive No 2000 /12/EC of the European Parliament and of the Council of the European Union of 20 March 2000 relating to the taking up and pursuit of the business of credit institutions (PbEG L 126), and Directive No 98 /78/EC of the European Parliament and of the Council of the European Union of 27 October 1998 on the supplementary supervision of insurance undertakings in an insurance group (PbEG L 330) and of the Articles 3:270, 2nd paragraph , 3:280, fourth member , 3:284, third member , 3:285 , 3:286 and 3:296 to 3:299 of the Financial Supervision Act ;
The Council of State heard (opinion of 26 July 2006, No W06.0260/IV);
Having regard to the further report of our Minister of Finance dated 9 October 2006, No FM 2006-01859U;
Have found good and understand:
For the purposes of this Decision the following definitions shall apply: Law on financial supervision .
The financial undertakings referred to in this Decision shall be consistent with the methods set out in this Decision.
1 An undertaking as referred to in Article 3:269a, 1st paragraph, of the Act , it has:
a. adequate capital adequacy procedures in order to identify and measure all existing material risks and to properly align equity with the risks;
b. sound reporting and accounting systems, with a view to determining, measuring, monitoring and controlling intragroup agreements and positions and risk concentration.
2 The company also provides for risk management purposes, as referred to in Article 2 (2). Article 3:269a, first paragraph, part a, of the law , about:
a. sound administration and management, providing for the approval and periodic evaluation of the strategies and policies by the appropriate governing bodies at the level of the financial conglomerate with regard to all the risks they incur;
b. An adequate capital adequacy policy to anticipate the impact of the business strategy of regulated entities in the financial conglomerate for the risk profile and capital adequacy of the financial conglomerate. Article 3:296 of the Act ;
c. adequate procedures to ensure that the risk-monitoring systems of regulated entities in the financial conglomerate are well integrated into their organisation and that all measures have been taken to ensure that the systems that shall be applied in all undertakings covered by the supplementary supervision in order to be able to measure, monitor and control risks at the level of the financial conglomerate.
1 An undertaking is of negligible importance as referred to in Article 3:270, first paragraph, part b, of the law If the balance sheet total of that undertaking, together with that of other undertakings to be included in the supervision of the investment firm or bank concerned, is less than the lower of the two following amounts:
a. € 10,000,000; or
(b) one per cent of the balance sheet total of the parent undertaking or of the holding which holds the holding.
2 In this Article means an investment firm, a financial institution, a bank or an ancillary services firm which is a subsidiary of a Dutch investment firm or a Dutch bank or a subsidiary of the Netherlands. in which a participation is held by that Dutch investment firm or a Dutch bank.
1 An investment firm or bank as referred to in Article 3:280, first paragraph, of the law the reporting referred to in paragraph 3 of that Article shall be carried out once a year by the Netherlands Bank of the Netherlands or by the European Central Bank, unless the Netherlands Bank or the European Central Bank, if solvency due to developments in the case of the Bank of the Netherlands, is investment firm or bank may be compromised or could be compromised, decides that it is reported at a higher frequency.
2 Among significant intra-group agreements or positions as referred to in Article 3:280, third paragraph, of the Act 'contracts' means agreements or positions which exceed the threshold to be established by the Netherlands Bank, related to the solvency present. Before establishing the threshold, the Netherlands Bank shall consult with the Dutch investment firm or bank concerned. The Nederlandsche Bank shall not establish any qualitative or other quantitative thresholds.
3 The Nederlandsche Bank sets out rules relating to the categories of agreements and positions that are included in the reporting and the reporting.
4 The rules referred to in paragraph 3 shall apply only to:
a. The model of the State;
b. the scope of application of the State and the degree of detail of the data to be filled in; these include no extension or more detailed classification of the State;
c. the valuation of the items according to the valuation methods used by the financial undertaking in its financial statements;
d. The currency and unit of account to be used;
e. rounding; and
f. the time limit within which the reporting is provided; except that it is not shorter than necessary for the exercise of supervision of Chapter 6 of Part Prudential supervision Financial companies of the law .
This Chapter applies only to insurers with registered offices in the Netherlands which fall within the scope of the Solvency II Directive.
1 A participating insurer as referred to in Article 3:288a, 1st paragraph, of the Act or an insurance holding company or mixed financial holding company as referred to in Article 3:288a, second paragraph, of the Act carries out the calculation, which shall show that the solvency of the insurance guideline group of which the insurer or holding company is part shall comply with Article 3:288a, second paragraph of the second paragraph, at least once a year. The insurer or holding company shall recompte the calculation without delay if the risk profile of the group deviates clearly from the assumptions underlying the last calculation, or if requested by the group supervisor due to the indications that the risk profile has been clearly changed since the latter calculation. The insurer or holding company shall report the outcome of the recalculation to the group supervisor.
2 The insurer or holding company uses method 1 (Accounting consolidation method) as referred to in Article 230 of the Solvency II Directive for the calculation referred to in paragraph 1 (Standard method), unless the group supervisor the use of method 2 (alternative method based on deduction and aggregation), referred to in Article 233 of the Solvency II Directive, or a combination of method 1 and method 2, due to the fact that the The exclusive use of method 1 would be inappropriate.
The insurer or holding company may only use an internal model for the purpose of calculating the Solvency Capital Requirement of the insurance guideline group if, to that end, solvency of the solvency capital requirement in accordance with Article 231 (1) of the Directive The application has been submitted to the group supervisor, and the application has been granted in accordance with that Article.
4 If the Netherlands Bank is a group supervisor, it shall decide on the application referred to in paragraph 3 of the Solvency II Directive, in accordance with Article 231, first to sixth paragraph, of the Directive on solvency II and subject to the conditions laid down in Article 343 of that paragraph. to 345, 348 and 349 of the Solvency II Regulation.
5 The calculation referred to in paragraph 1 shall be carried out in accordance with Title II, Chapters I and II of the Solvency II Regulation. The option provided for in the second subparagraph of Article 227 (2) of the Solvency II Directive may be used.
6 On the basis of the calculation referred to in paragraph 1, the transitional measures referred to in the first and second subparagraphs of Article 308b, the first and second paragraphs of the Directive shall apply mutatis mutandis, or apply mutatis mutandis.
1 Where the Solvency Capital Requirement of a Dutch reinsurer, life insurer, or non-life insurer, which is part of an insurance guideline group, is calculated on the basis of a accordance with Article 231 of the Directive The Netherlands Bank may apply a storage capital charge or require a capital charge to be applied to the solvency II directive at group level, and the Netherlands Bank considers that the circumstances, referred to in Article 238 (2) of the solvency II directive, may apply. the insurer calculates its Solvency Capital Requirement on the basis of the standard formula.
2 If an insurer calculates its Solvency Capital Requirement on the basis of the standard formula and the Nederlandsche Bank considers that the circumstances referred to in Article 238 (3) of the Solvency II Directive may occur, they provide a set of parameters, named in that paragraph, which are characteristic of that insurer, or apply a capital charge to the Solvency Capital Requirement in the cases referred to in Article 37 of the Directive.
The Netherlands Bank shall assess the existence of exceptional circumstances giving rise to the imposition of a capital charge on the consolidated Solvency Capital Requirement as set out in Annex I to this Regulation. Article 3:288b, second paragraph Having regard to Title I, Chapter X, Section 1 of the Solvency II Regulation, on the basis of Article 232 of the Solvency II Directive, and shall determine the amount of the capital surcharge to be imposed on the basis of Article 37 (2), of the Directive, having regard to Title I, Chapter X, Section 2 of the Regulation.
1 Articles 238 and 239 of the Solvency II Directive on the calculation of the Solvency Capital Requirement shall apply to any Netherlands reinsurer, life insurer, or non-life insurer which is the subsidiary of another insurer where the conditions laid down in Article 236 (a) to (d) of that Directive and the parent undertaking apply for the application of the Articles 238 and 239 of the Directive have been made and this application has been granted in accordance with the conditions laid down in the procedure laid down in Article 237 of that Directive.
2 The parent undertaking shall inform the group supervisor and the Nederlandsche Bank if the conditions laid down in Article 236 (1) (b) to (d) of the Solvency II Directive are no longer fulfilled. In that case, or where the group supervisor so requests on the basis of an audit carried out, the parent undertaking shall present a plan to meet all those conditions again within an appropriate time limit.
3 The application of Articles 238 and 239 of the Solvency II Directive will end in accordance with Article 240 (1) of the Directive, if all conditions are no longer fulfilled and the group supervisor has established that it is in the The plan referred to in paragraph 2 is insufficient or is not implemented within the time limit set.
1 An insurer or holding company as referred to in Article 4b is part of an insurance policy group for which the Netherlands Bank is designated as a group supervisor, shall be required to apply to the Netherlands Bank, within the scope of Article 375 (2) of the Regulation, as provided for in Article 3373 (2) of the Regulation. Solvency II period of time limits for supervisory reports, with the following information:
a. Monitoring information referred to in Article 372, first paragraph, of the Solvency II Regulation;
b. the additional supervisory information referred to in Article 372, second paragraph, of the Solvency II Regulation;
c. the supervisory information referred to in Articles 376 and 377 of the Solvency II Regulation;
d. other periodic information required for supervisory purposes as referred to in Article 35, first paragraph, of the Solvency II Directive.
2 The Netherlands Bank shall, subject to the provisions of Title II, Chapter VI of the Solvency II Regulation, lay down rules on the reports referred to in paragraph 1.
3 The Netherlands Bank may, subject to the provisions of Article 35, sixth to eighth paragraph, of the Solvency II Directive, exempt:
a. Obligation to provide periodic reporting requirements more frequently than once a year;
b. Item-wise reporting requirements.
1 An insurer referred to in the introductory sentence of Article 3:281a, 1st paragraph, of the Act the reporting referred to in the second paragraph of that Article shall be carried out once a year. The Netherlands Bank may decide, if its solvency is or could be compromised by developments in the case of an insurer, to report to the insurer with a higher frequency.
2 Among significant intra-group agreements or positions as referred to in Article 3:281a, 2nd paragraph, of the Act 'contracts' means agreements or positions which exceed a threshold to be determined by the Netherlands Bank, linked to the required solvency. Before establishing the threshold, the Netherlands Bank shall enter into consultations with the insurer concerned. The Nederlandsche Bank shall not establish any qualitative or other quantitative thresholds.
3 The Nederlandsche Bank sets out rules relating to the categories of agreements and positions that are included in the reporting and the reporting. Article 4 (4) , is applicable.
1 An insurer referred to in Article 3:281b, 1st paragraph, of the Act calculate the adjusted solvency in accordance with the rules set out in this Section.
2 The insurer reports the adjusted solvency once a year, unless the Nederlandsche Bank, if adjusted solvency due to developments at the insurer or could be compromised, decides that it should be reported. be at a higher frequency.
3 The Nederlandsche Bank shall lay down rules on the reporting referred to in paragraph 2. Article 4 (4) , is applicable.
1 An insurer referred to in Article 6 Applies for the calculation of the adjusted solvency one of the Annex A Methods of calculation included in this Decision shall be applied. He shall also include in that calculation any insurer directly or indirectly linked to it.
2 The Netherlands Bank may decide that an insurer may not be required to calculate an adjusted solvency if:
a. the insurer is a related insurer of another Netherlands insurer and the insurer is taken into account at the calculation carried out for that other insurer; or
b. the insurer has the same parent company as another Dutch insurer and is taken into account in the calculation carried out for that other insurer.
3 The Nederlandsche Bank shall take only a decision as referred to in paragraph 2 if the assets eligible for the calculation of the own funds of the insurers concerned by the calculation are adequate for the purposes of the calculation of the assets and liabilities of the latter. shall be divided.
1 An insurer referred to in Article 6 the capital items taken into account in the calculation of own funds shall not be used several times for the different insurers involved in the calculation.
2 The insurer shall not be involved in the calculation of its adjusted solvency the value of the assets used to cover the Solvency Capital Requirement of other insurers directly or indirectly related to him.
3 The insurer shall not be involved in the calculation of the adjusted solvency of assets arising from the mutual financing between him and other undertakings directly or indirectly linked to him.
The Netherlands Bank may lay down detailed rules for the calculation of the adjusted solvency.
1 An undertaking as referred to in Article 3:296, 1st paragraph, of the Act calculate the additional capital adequacy of the financial conglomerate in accordance with the rules laid down in this Chapter.
2 The company applies for the calculation of the additional capital adequacy one of the Annex B Methods of calculation included in this Decision shall be applied.
3 The additional capital adequacy is sufficient if the outcome of the calculation, referred to in the second paragraph, is not negative.
4 Without prejudice to the second paragraph, the Netherlands Bank may decide, if it is coordinator, after consultation with the other relevant supervisory authorities and the financial conglomerate, which of those methods will apply the undertaking for the calculation.
1 An undertaking as referred to in Article 3:296, 1st paragraph, of the Act provides the in Fourth member of that Article shall be calculated once a year. If developments in the supplementary capital adequacy give rise to this, the Netherlands Bank may decide that that undertaking shall provide the calculation with a higher frequency.
2 The Netherlands Bank shall, having regard to the provisions of this Decision, Part Prudential Supervision Financial Undertakings of the Act , and taking into account: Title 9 of Book 2 of the Civil Code and international accounting standards, detailed rules relating to the reporting of additional capital adequacy. Article 4 (4) , is applicable.
3 The company referred to in paragraph 1 shall also provide the information to the group management of the financial conglomerate once a year at a time to be determined by the undertaking after consultation with the Netherlands Bank. on the additional capital adequacy and drawn up using the procedures provided for in Article 28, first paragraph, part a .
1 No matter which of the in Article 23, second paragraph , the methods referred to shall be applied, the undertaking referred to in Article 23 , the total solvency deficit of a subsidiary in the calculation, if the group member is a subsidiary and it has a solvency deficit or, if the group member is a non-regulated financial market entity, has a theoretical solvency deficit.
2 If the Nederlandsche Bank is coordinator and it considers that the liability of the parent company owning a portion of the capital of the subsidiary is strict and unambiguous to that part of the capital. is limited, it may decide that the undertaking shall consider the solvency deficit of that subsidiary proportionally. If there are no capital ties between the members of the group, the Netherlands Bank shall, if it is coordinator, after consultation with the relevant supervisory authorities, determine that part of the solvency deficit in the calculation of the company's capital. -taking into account the liability to which the existing relationship gives rise.
3 No matter which of the in Article 23, second paragraph , the methods referred to shall be applied:
a. is the multi-milling use of assets eligible for the calculation of own funds at the level of the financial conglomerate or the creation of own funds within the group not allowed; with a view to on that basis the relevant rules of the relevant sectoral rules shall apply mutatis mutandis;
(b) in the calculation of the solvency of each sub-sector in the financial conglomerate, the undertaking shall include the own funds items as defined in the sectoral rules applicable to that sub-sector; if there is a shortage of of own funds at the level of the financial conglomerate, the undertaking in that calculation shall only include the own funds items eligible under each of the sectoral rules;
When calculating the financial conglomerate's own funds, the undertaking shall take into account the limitations applicable to the calculation of own funds on the basis of the sectoral rules applicable to each of the subdivisions;
(d) in calculating the financial conglomerate's own funds, only own funds where they are effectively transferable and available between the different group members in the light of the objectives of the financial conglomerate; Capital adequacy requirements;
e. calculates the theoretical solvency requirement for an unregulated group member from the financial market sector under the rules to which that group member would have to comply under the relevant sectoral rules if: it would be a regulated entity of that particular sub-sector;
f. calculates the theoretical solvency requirement of a mixed financial holding company in accordance with the sectoral rules of the main subdivision in the financial conglomerate.
1 An undertaking as referred to in Article 3:297, 1st paragraph, of the Act provides the that Article Referred to as reporting on the significant risk concentrations once a year. The Netherlands Bank may, if the circumstances of a particular undertaking give rise to it, decide that that undertaking shall report with a higher frequency.
2 Significant risk concentrations are defined as risk concentrations, which are the appropriate threshold to be established by the Netherlands Bank, after consultation with the other relevant supervisory authorities and the financial conglomerate, related to the regulatory own funds or technical provisions, beyond.
3 The Nederlandsche Bank shall, after consulting the other supervisory authorities, determine the categories of risks of the regulated entities in a given financial conglomerate, based on the Article 3:297, 1st paragraph, of the Act . In doing so, the Netherlands Bank shall take account of the specific group and risk management structure of the financial conglomerate.
4 The Netherlands Bank shall, having regard to the provisions of this Decision, Part Prudential Supervision Financial Undertakings of the Act , and taking into account: Title 9 of Book 2 of the Civil Code and international accounting standards, detailed rules regarding the reporting of the risk concentrations. Article 4 (4) , is applicable.
5 The company referred to in paragraph 1 shall also provide the information to the group management of the financial conglomerate once a year at a time to be determined by the undertaking after consultation with the Netherlands Bank. on risk concentrations and established using the procedures provided for in Article 28, first paragraph, part b .
1 An undertaking as referred to in Article 3:298, 1st paragraph, of the Act provide the reporting referred to in that Article on significant intra-group agreements and positions once a year. The Netherlands Bank may, if the circumstances of a particular undertaking give rise to it, decide that that undertaking shall report with a higher frequency.
2 Among significant intra-group agreements and positions are defined as intra-group agreements and positions, which shall be established by the Dutch Bank, after consultation with the other relevant supervisory authorities and the financial conglomerate. set the appropriate threshold, related to the regulatory own funds or technical provisions.
3 The Nederlandsche Bank determines, after consultation with the other supervisory bodies, which categories of agreements or positions of regulated entities in a particular financial conglomerate are reported on the basis of Article 3:298, 1st paragraph, of the Act . In doing so, the Netherlands Bank shall take account of the specific group and risk management structure of the financial conglomerate.
4 The Netherlands Bank shall, having regard to the provisions of this Decision, Part Prudential Supervision Financial Undertakings of the Act , and taking into account: Title 9 of Book 2 of the Civil Code and international accounting standards, detailed rules regarding the reporting of intra-group agreements and positions. Article 4 (4) , is applicable.
5 The company referred to in paragraph 1 shall also provide the information to the group management of the financial conglomerate once a year at a time to be determined by the undertaking after consultation with the Netherlands Bank. on intra-group agreements and positions, drawn up using the procedures provided for in Article 28, first paragraph, part b .
The articles of this Decision shall enter into force on a date to be determined by royal decree, which may be determined differently for the various articles or parts thereof.
This decision is cited as: Decision on prudential supervision of financial groups Wft.
Charges and orders that this Decision will be placed in the Official Journal by means of the note of explanatory note accompanying it.
' s-Gravenhage, 12 October 2006
Beatrix
The Minister of Finance,
G. Zalm
Issued the thirty-first October 2006The Minister of Justice,
E. M. H. Hirsch Ballin
Method whereby the adjusted solvency of the participating reinsurer, life insurer or non-life insurer is calculated as the difference between:
(i) the sum of:
-the capital items eligible for the solvency margin of the participating reinsurer, life insurer or non-life insurer;
and
-the proportional share of the participating reinsurer, life insurer or non-life insurer in the fund items eligible for the solvency margin of the related reinsurer, life insurer or non-life insurer;
and
i. the sum of:
-the carrying amount of the related reinsurer, life insurer or non-life insurer to the participating reinsurer, life insurer or non-life insurer;
and
-the minimum amount of solvency margin of the participating reinsurer, life insurer or non-life insurer;
and
-the proportional share of the minimum solvency margin of the related reinsurer, life insurer or non-life insurer.
Where participation in the related reinsurer, life insurer, or non-life insurer consists wholly or partly of an indirect interest, in the first indent of point (ii), its value in the calculation shall be taken into account in the light of the Consecutive participations. The third indent of the second indent of the second indent of point (i) and the third indent shall also be given to the proportional share of the assets eligible for the solvency margin of the related reinsurer, life insurer, or the compensation insurer and the minimum solvency margin of that reinsurer, life insurer or non-life insurer included in the calculation.
Method whereby the adjusted solvency of the participating reinsurer, life insurer or non-life insurer is calculated as the difference between:
(i) the sum of the capital items eligible for the solvency margin of the participating reinsurer, life insurer or non-life insurer;
and
i. the sum of:
-the minimum amount of solvency margin of the participating reinsurer, life insurer or non-life insurer;
and
-the proportional share of the minimum solvency margin of the related reinsurer, life insurer or non-life insurer.
The valuation of the capital items eligible for the solvency margin shall be determined on the basis of the net asset value, in accordance with Article 389, 2nd paragraph, of Book 2 of the Civil Code .
Method whereby the adjusted solvency of the participating reinsurer, life insurer or non-life insurer is calculated on the basis of the consolidated accounts and is the difference between:
(i) the capital items eligible for the solvency margin calculated on the basis of the consolidated data;
and
i.
-either the sum of the minimum solvency margin of the participating reinsurer, the life insurer or the non-life insurer, and the proportional share of the minimum solvency margin of the related reinsurers, life insurers or non-life insurers, as taken into account for the preparation of consolidated accounts;
-either the minimum solvency margin calculated on the basis of the consolidated data.
The provisions of the Articles 3:53, 3rd paragraph , and 3:57, 2nd member, of the law shall apply mutatis mutandis to the determination of the capital items eligible for the solvency margin and the calculation of the minimum solvency margin on the basis of the consolidated data.
Method whereby the capital adequacy of regulated entities in a financial conglomerate is calculated on the basis of the consolidated financial statements.
The capital adequacy shall be calculated as the difference between:
i. the own funds of the financial conglomerate, calculated on the basis of the consolidated position of the group; the eligible assets are those classified as such in the relevant sectoral rules;
and
i. the sum of the solvency requirements for each sector of the financial sector referred to in point 8 of Article 2 of the group's financial conglomerates, including, where appropriate, the solvency requirements for the mixed economy sector; Financial holding company; the solvency requirements for each sector of the financial sector referred to in Article 2 (8) of the Financial Conglomerates Directive are calculated in accordance with the relevant sectoral rules.
For non-regulated financial sector entities referred to in Article 2 (8) of the Financial Conglomerates Directive that have not been included in the abovementioned sectoral solvency requirements and where applicable the mixed financial holding company of the financial conglomerate shall calculate a theoretical solvency requirement.
Method whereby the capital adequacy of regulated entities in a financial conglomerate is calculated on the basis of the annual accounts of each of the entities in the group.
The capital adequacy shall be calculated as the difference between:
(i) the sum of the own funds of each regulated and non-regulated financial conglomerate referred to in Article 2 (8) of the Financial Conglomerates Directive, as appropriate, from the financial sector, as appropriate including the mixed financial holding company; the eligible assets are those identified in the relevant sectoral rules as such;
and
i. the sum of:
-the solvency requirements for each regulated and non-regulated financial sector entity belonging to the group referred to in point 8 of Article 2 of the Financial Conglomerates Directive, including, where appropriate, the Solvency requirements for the mixed financial holding company; these solvency requirements shall be calculated in accordance with the relevant sectoral rules;
and
-the carrying amount of the participations in other entities of the group.
For non-regulated financial sector entities referred to in Article 2 (8) of the Financial Conglomerates Directive, and, where appropriate, for the financial conglomerate's mixed financial holding company, a theoretical Solvency requirement calculated.
The own funds and the solvency requirements shall be taken into account for their proportional share under the third paragraph.
Method whereby the capital adequacy of regulated entities in a financial conglomerate is calculated by means of a combination of methods 1 and 2.
In calculating the capital adequacy requirements for a financial conglomerate through the use of method 1 the own funds and solvency requirements of the group members shall be calculated by applying the sectoral rules relating to the form and extent of consolidation laid down in, in particular, Article 18 of the Regulation. Capital requirements and Annex I (1) (B) of Directive No 98 /78/EC of the European Parliament and of the Council of the European Union of 27 October 1998 on the supplementary supervision of insurance undertakings in an insurance group (PbEG L 330).
In calculating the capital adequacy requirements for a financial conglomerate through the use of method 2 shall be taken into account for the proportional part of the parent undertaking or undertaking holding a participation in another group member. The term "proportional share" means the portion of the subscribed capital held directly or indirectly by that undertaking.
