Advanced Search

Law No. 10 Of January 8, 2015

Original Language Title: LEGE nr. 10 din 8 ianuarie 2015

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$40 per month.
LEGE no. 10 10 of 8 January 2015 for approval Government Emergency Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies and for amending and supplementing Law no. 297/2004 on the capital market, as well as for amending and supplementing certain normative acts
ISSUER PARLIAMENT
Published in OFFICIAL MONITOR no. 22 22 of 12 January 2015



The Romanian Parliament adopts this law + Article I Approval Government Emergency Ordinance no. 32 32 of 27 June 2012 on undertakings for collective investment in transferable securities and investment management companies and for amending and supplementing Law no. 297/2004 on the capital market, published in the Official Gazette of Romania, Part I, no. 435 of 30 June 2012, with the following amendments and additions: 1. Article 84, point b) of paragraph 1 shall be amended and shall read as follows: "" b) ensure a fair and independent assessment of the value of derivatives negotiated outside regulated markets. In this regard, S.A.I. and the self-managed investment company must not rely exclusively or mechanically on credit ratings issued by the credit rating agencies defined in art. 3 3 para. ((1) lit. ((b) of Commission Implementing Regulation (EU) No 1.060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies to assess the creditworthiness of the assets of the O.P.C.V.M. ' 2. in Article 84, after paragraph 10, a new paragraph (11) is inserted, with the following contents: " (11) Taking into account the nature, extent and complexity of the activities of O.P.C.V.M., A.S.F. monitors the adequacy of credit assessment processes by management or investment companies, assesses the use of references to credit ratings as referred to in paragraph 1. (1), within the framework of their investment policies regarding O.P.C.V.M., and, when appropriate, encourage the mitigation of the impact of these references, in order to reduce the exclusive and mechanical dependence on such credit ratings. " 3. In Article 203, a new point shall be inserted before paragraph 1, with the following contents: "-In Article 1, after paragraph 3, a new paragraph (3 ^ 1) is inserted, with the following contents: " (3 ^ 1) In the exercise of the duties established in its statutes, the Financial Supervisory Authority, hereinafter referred to as the A.S.F., may be a provider of training, training and professional development, professional competence assessor in the field of capital market. The A.S.F. also automatically equates diplomas, attestations and certificates issued by international bodies. "" 4. In Article 203, a new point shall be inserted after point 1, point 1 ^ 1, with the following contents: "" 1 ^ 1. In Article 2 (1), a new point is inserted after point 6, point 6 ^ 1, with the following contents: "" 6 ^ 1. investment firm-any legal person whose current activity is the provision of one or more investment services to third parties and/or the conduct of one or more investment activities on a professional basis provided to art. 5 5 para. ((1), including financial investment services companies, defined according to art. 6 6; '' 5. In Article 203, after point 7, two new points are inserted, points 7 ^ 1 and 7 ^ 2, with the following contents: "" 7 ^ 1. After paragraph 4 of Article 2, a new paragraph (4 ^ 1) is inserted, with the following contents: "" (4 ^ 1) A.S.F. exercises powers of supervision, investigation and control, for whose realization it can act in any of the following ways: directly, in collaboration with other entities of the market, with other authorities through the referral of judicial bodies skills. " 7 7 ^ 2. In Article 2, the introductory part of paragraph 5 and a) shall be amended and shall read as follows: " (5) For the purpose of exercising supervisory, investigation and control tasks, the A.S.F. may: a) to verify the fulfilment of the legal and statutory duties and obligations of the administrators, directors, executives, as well as other persons in connection with the activity of regulated entities; "" 6. In Article 203, after point 8, two new points are inserted, points 8 ^ 1 and 8 ^ 2, with the following contents: "" 8 ^ 1. In Article 2 (5), points d)-f) are amended and shall read as follows: "" d) request information and/or examine any documents, obtain copies, extracts and raise any documents of the regulated entities, issuers or other entities that carry out activities or carry out operations in the capital market and financial instruments; e) carry out inspections and/or controls at the premises of regulated entities and those carrying out activities or carrying out operations in relation to the capital market and financial instruments and to request, if required, the contest institutions/authorities/bodies competent for the exercise of this right; f) to hear any person and to request information in connection with the activities carried out by him on the capital market and/or in connection with requests for assistance made by similar authorities A.S.F., on the basis of international agreements to which A.S.F. is a party. " 8 8 ^ 2. In Article 2 (5), after letter f), nine new letters are inserted, the letters g)-o), with the following contents: "" g) to seal any room belonging to the entities carrying out activities or carrying out operations in relation to the capital market in which documents or other records related to their activity are located, during the investigation and in the extent to which it is required; h) to order the necessary measures so that the entities carrying out activities or carrying out operations in connection with the capital market and financial instruments fall within the provisions of this law, of the regulations of the A.S.F. and of the other normative acts on the capital market; i) to request the cessation of any activity that is contrary to the provisions of this law, the regulations of the A.S.F. and the other normative acts on the j) prohibit the temporary exercise of professional activity; k) to request information from the auditors of the entities carrying out activities or carrying out operations in relation to the capital market and financial instruments; l) suspend transactions in financial instruments and/or withdraw financial instruments from trading; m) to notify the competent judicial bodies; n) require regulated entities and those who carry out activities or carry out operations in relation to the capital market and financial instruments to allow for checks by auditors or experts at the request of motivated by them; o) to request and be entitled to receive from credit institutions authorized by the National Bank of Romania information necessary for investigations A.S.F., as well as to respond to requests for assistance received by A.S.F. on the basis of international agreements to which the A.S.F. is a party. "" 7. In Article 203, after paragraph 14, a new point is inserted, paragraph 14 ^ 1, with the following contents: "" 14 ^ 1. In Article 8, a new paragraph (1 ^ 1) is inserted after paragraph 1, with the following contents: " (1 ^ 1) Persons who hold membership in the board of directors/supervisory board of an S.S.I.F. may hold concurrently and membership on the board of directors or, as the case may be, on the supervisory board at most two other entities authorised by the A.S.F. ' " 8. In Article 203, a new point shall be inserted after point 24, paragraph 24 ^ 1, with the following contents: "" 24 ^ 1. In Article 126 (1), points c) and e) are amended and shall read as follows: " c) the ownership structure, identity and integrity of shareholders exercising significant influence over the members of the board of directors and directors or, where applicable, members of the supervisory board and members of the directorate; .................................................................................................. e) the conditions of qualification, professional experience and reputation to be fulfilled, namely the cases of incompatibility and conflict of interest to be avoided by the members of the board of directors and directors or, as the case may be, by the members of the supervisory board and the members of the directorate, within the market operator; "" 9. In Article 203, after paragraph 25, two new points are inserted, paragraphs 25 ^ 1 and 25 ^ 2, with the following contents: "" 25 ^ 1. Article 130 is amended and shall read as follows: "" Art. 130. -(1) The members of the board of directors or, as the case may be, the members of the supervisory board of the market operator shall be individually validated by the A.S.F., before the commencement of the exercise of the mandate (2) The staff in the executive management, the spouse or their relatives, as well as the blueberries up to the second degree including may not be shareholders, administrators, censors, employees, agents for financial investment services, representatives of the internal control compartment to an intermediary or persons involved with it. (3) Members of the board of directors and directors or, as the case may be, members of the supervisory board and members of the directorate of the market operator shall be obliged to notify in writing thereof the nature and extent of the interest materials, if: a) is part of a contract concluded with the market operator; b) is a member of the board of directors or, as the case may be, a member of the supervisory board of a legal person who is part of a contract concluded with the market operator; c) is in close ties or has a material relationship with a person who is a party to a contract concluded with the market operator; d) is in the situation that could influence the adoption of the decision at the meetings of the board of directors or, where applicable, the supervisory board. (4) The conditions of qualification, professional experience and reputation to be fulfilled, namely the cases of incompatibility and conflict of interest to be avoided by the members of the board of directors, directors or, where appropriate, members of the supervisory board and members of the directorate are established by A.S.F. regulations " 25 25 ^ 2. In Article 139, after paragraph 1, a new paragraph (1 ^ 1) is inserted, with the following contents: " (1 ^ 1) Provisions of art. 130 130 shall also apply to the system operator. ' " 10. In Article 203, after paragraph 26, four new points are inserted, points 26 ^ 1-26 ^ 4, with the following contents: "" 26 ^ 1. In Article 146, paragraphs 1, 2, 5 and 7 shall be amended and shall read as follows: "" Art. 146. -(1) The central depository is that legal entity, constituted in the form of a stock company, issuer of nominative shares, in accordance with the provisions of Law no. 31/1990 , republished, with subsequent amendments and completions, authorized and supervised by A.S.F., which performs the operations of storage of financial instruments, other than those derived, as well as any operations in connection with them. (2) The Central Depository shall perform clearing-settlement operations of transactions with financial instruments, other than derivatives, in accordance with the provisions of art. 143. .............................................................................................. (5) The Central Depository shall provide the issuers with the necessary information for the exercise of the rights attached to the stored financial instruments, being able to provide services for the fulfilment of the issuer's obligations financial. .............................................................................................. (7) The reporting provided in par. (6) shall be made as follows: a) for a certain financial instrument, within 3 working days from the date of application of the central depository; b) for all financial instruments, within 3 working days from the dates of 30 June and 31 December. " 26 26 ^ 2. Article 147 is amended and shall read as follows: "" Art. 147. -All classes of financial instruments, other than derivatives, traded on a regulated market or in an alternative trading system shall, on a compulsory basis, be stored at the authorized central depository for the purposes of centrally performing operations with financial instruments and ensuring a unit record of such operations. '; 26 26 ^ 3. In Article 149, after paragraph 1, a new paragraph (1 ^ 1) is inserted, with the following contents: "" (1 ^ 1) Conditions of qualification, professional experience and reputation to be fulfilled, namely cases of incompatibility and conflict of interest to be avoided by the members of the board of directors, directors or, as the case may be, members of the supervisory board and members of the directorate are established by A.S.F. regulations " 26 26 ^ 4. In Article 151, paragraphs 1 to 3 are amended and shall read as follows: "" Art. 151. -(1) The accounts of financial instruments opened at the central depository of intermediaries will be highlighted in such a way as to ensure the separation of financial instruments held in their own name by those held in the account of their clients. ((2) The participants in the clearing-settlement system have the obligation to keep individualized subaccounts of financial instruments held in their clients ' account and to record daily in their own register the holdings, on each client, for each class of financial instruments. (3) The Central Depository shall be directly liable for the daily assurance of the consistency between the amount of financial instruments recorded in the accounts of financial instruments and the amount of financial instruments issued. "" 11. In Article 203, paragraph 27 shall be amended and shall read as follows: "" 27. In Article 151, paragraphs 4 to 6 are amended and shall read as follows: " (4) Financial guarantees and securities on financial instruments, other than derivatives, shall be constituted and executed according to the regulations issued by A.S.F., in compliance with the legal provisions in force. (5) The enforcement of financial guarantees on financial instruments, other than derivatives, of securities on financial instruments, other than derivatives, or, where applicable, enforcement initiated as a result of the establishment of the procedure of attachment/seizure on financial instruments, other than derived ones, is carried out according to the regulations issued by A.S.F., in compliance with the legal provisions in force. (6) The acquisition of financial instruments subject to a mortgage or attachment/seizure can only be achieved if it was not possible to extinguish the claim by selling the respective financial instruments through a intermediate, on a regulated market or in an alternative trading system. "" 12. In Article 203, after paragraph 27, eight new points are inserted, paragraphs 27 ^ 1-27 ^ 8, with the following contents: "" 27 ^ 1. In Article 155, paragraph 1 is amended and shall read as follows: "" Art. 155. -(1) The financial instruments kept in the accounts opened with the central depository shall not be regarded as belonging to its patrimony and shall not be subject to any claim by the depositary's creditors. " 27 27 ^ 2. The name of Chapter V is amended and shall read as follows: "" CHAPTER V Central counterparty and clearing house " 27 27 ^ 3. Article 157 is amended and shall read as follows: "" Art. 157. -(1) The central counterparty is a legal person who interposes between the counterparties to the contracts traded on one or more financial markets, thus becoming a buyer for each seller and seller for each buyer. ((2) A.S.F. is the competent authority responsible for carrying out the tasks arising from Regulation (EU) No [...] Regulation (EU) No 1303/2013 of the European Parliament and of the 648/2012 of 4 July 2012 on OTC derivatives, central counterparties and trade repositories, for the authorisation and supervision of central counterparties established on Romanian territory. ((. The clearing house shall be an entity responsible for the calculation of the net positions of intermediaries, of a possible central counterparty and/or of a possible settlement agent. (. The clearing house for derivatives shall act as a central counterparty. ((5) The same entity may be authorised to act as a central counterparty for both derivatives and financial instruments other than derivatives. " 27 27 ^ 4. In Article 159, paragraphs 2 and 3 shall be amended and shall read as follows: " (2) A.S.F. regulates the establishment and operation of the clearing house and central counterparties, in order to guarantee the safety of derivatives transactions and other financial instruments than derivatives, in accordance with European rules. (3) The provisions of art. 148 148 and 149 shall apply accordingly to the clearing house and to the central counterparty. ' 27 27 ^ 5. Article 160 is repealed. 27 27 ^ 6. Article 161 is amended and shall read as follows: "" Art. 161. --(1) The margins constituted on behalf of the clearing members will not be considered as belonging to the assets of the clearing house/central counterparty and will not be able to be subject to the request or payment of the creditors of the clearing house/counterparty Central. (2) Provisions of para. ((1) shall also apply to the bankruptcy or administrative liquidation of the clearing house/central counterparty. " 27 27 ^ 7. Article 162 is amended and shall read as follows: "" Art. 162. -(1) The central counterparty regulations shall be subject to approval by the A.S.F. and shall at least concern the requirements of the CCP under Regulation (EU) No [...]. 648/2012 648/2012, other relevant European Union rules and regulations issued by the A.S.F. (2) The regulations of the CCP shall be subject to the approval of the A.S.F., in accordance with the regulations issued by A.S.F. ((3) The central counterparty shall request the prior approval of the B.N.R. for the system of settlement of operations with financial instruments, as well as for any modification thereof. " 27 27 ^ 8. Article 167 is amended and shall read as follows: "" Art. 167. -In the framework of the triggering of the bankruptcy proceedings against the central counterparty/clearing house, the syndic judge shall appoint the liquidator, in consultation with the A.S.F. "" 13. In Article 203, after point 28, two new points are inserted, paragraphs 28 ^ 1 and 28 ^ 2, with the following contents: "" 28 ^ 1. In Article 169, paragraph 1 is amended and shall read as follows: "" Art. 169. --(1) The moment from which a transfer order is considered to be entered in the clearing-settlement system shall be clearly stated by the rules of the clearing-settlement system. ' 28 28 ^ 2. In Article 169, a new paragraph (1 ^ 1) is inserted after paragraph 1, with the following contents: "" (1 ^ 1) A transfer order entered into the system shall not be able to be revoked by a participant in the clearing-settlement system or by a third party, after the deadline set by the rules of that system. "" 14. In Article 203, after paragraph 43, a new point is inserted, paragraph 43 ^ 1, with the following contents: "" 43 ^ 1. In Article 189, a new paragraph (3) is inserted after paragraph 2, with the following contents: " (3) The right of investors to withdraw the subscriptions shall be exercised under the conditions and within the limits mentioned in the prospectus, the bidder having the possibility to determine that the subscriptions can be withdrawn only in the situations mentioned in par. ((1) and/or par. ((2), as appropriate. "" 15. In Article 203, paragraph 60 is amended and shall read as follows: "" 60. Article 272 is amended and shall read as follows: "" Art. 272. -(1) The following acts committed by: a) S.S.I.F. and/or by the members of the board or supervisory board, directors or members of the directorate, representatives of the internal control department, agents for financial investment services of S.S.I.F. and delegated agents, natural persons exercising de jure or de facto management positions or professionally exercising activities covered by this law, as well as by the person or persons acting in concert and who have decided to acquire a qualified stake in an S.S.I.F. or are shareholders The S.S.I.F., as applicable, in relation to: 1. non-compliance with the conditions that were the basis for the authorization and the operating conditions provided for in art. 3 3 para. ((2) and (3), art. 4 4 para. ((1) and (2), art. 6 6, art. 8 8 para. ((5), art. 9 9, 14, 15, 16, art. 18 18 para. ((1), (2), (4), (5), (7) and (8) and art. 20 20 para. ((3); 2. non-compliance with the prudential rules provided in 23 23 para. ((1) and (4), art. 24 24 and 25; 3. non-compliance with the rules of conduct provided in 26 26 para. ((1), art. 27 27 and art. 28 28 para. ((1) and (7); 4. non-compliance with 37 37, art. 38 38 para. ((1) and (4), art. 39 39 and 391 relating to the cross-border operations of S.S.I.F.; 5. non-compliance with the existing provisions in own regulations and/or of the central market/system/depositary operator/clearing house approved by A.S.F.; 6. non-compliance with the regulations and measures issued by A.S.F. regarding financial investment services; 7. carrying out activities and services provided in art. 5 5 para. (1) which exceeds the object of activity authorized by A.S.F.; b) credit institutions and/or by the leaders of the organizational structure related to capital market operations, representatives of the internal control department and agencies for financial investment services and delegated agents of the credit institutions, as well as by natural persons exercising de jure or de facto management positions or professionally exercising activities covered by this law, as the case may be, in relation to: 1. non-compliance with the requirement for registration in the A.S.F. Register and the operating conditions provided in art. 3 3 para. ((2) and (3), art. 4 4 para. ((1) and (2) and art. 16 16; 2. non-compliance with the prudential rules provided in 23 23 para. ((1) and (4), art. 24 24 and 25; 3. non-compliance with the rules of conduct provided in 26 26 para. ((1), art. 27 27 and art. 28 28 para. ((1) and (7); 4. non-compliance with the existing provisions in the regulations of the central market operator/depositary/clearing house approved by A.S.F.; 5. non-compliance with the regulations and measures issued by A.S.F. regarding financial investment services; 6. carrying out activities and services provided in art. 5 5 para. (1) which exceeds the object of activity authorized by the National Bank of Romania; c) intermediaries from other Member States, as well as by natural persons exercising de jure or de facto management or exercising professional activities covered by this Law, as the case may be, in relation to: 1. non-compliance with the application requirement in the A.S.F. Register provided in art. 3 3 para. ((2) for the conduct of financial investment services and activities on the territory of Romania; 2. non-compliance with 41 41 para. ((1)-(3), para. ((5) and (6) and art. 42 42 para. (2) relating to intermediaries in other Member States; 3. non-compliance with the existing provisions in the regulations of the central market operator/depositary/clearing house approved by A.S.F.; 4. non-compliance with the regulations and measures issued by A.S.F. regarding financial investment services; d) intermediaries from non-member states, as well as by natural persons who exercise de jure or de facto management positions or professionally exercise activities covered by this law, as the case may be, in relation to: 1. non-compliance with the application requirement in the A.S.F. Register provided in art. 3 3 para. ((2) for the conduct of financial investment services and activities on the territory of Romania; 2. non-compliance with 43 43 relating to intermediaries from non-member states; 3. non-compliance with the existing provisions in the regulations of the central market operator/depositary/clearing house approved by A.S.F.; 4. non-compliance with the regulations and measures issued by A.S.F. regarding financial investment services; e) traders, as well as by natural persons who exercise de jure or de facto management positions or professionally exercise activities covered by this law, as the case may be, in relation to: 1. non-compliance with the application requirement in the A.S.F. Register provided in art. 30 30 para. ((1); 2. non-compliance with 31 31 regarding the agreement of the market operator and compliance with the regulations of that regulated market; 3. non-compliance with 32 relating to the clearing and settlement of transactions carried out by traders; 4. non-compliance with 33 relating to the prohibitions established for traders; 5. non-compliance with the prudential and conduct rules provided for in 23 23 para. ((1) and (4), art. 24 24 para. ((1) lit. d) and art. 26 26 para. ((1); 6. non-compliance with the existing provisions in the regulations of the market operator approved by A.S.F. 7. non-compliance with the regulations and measures issued by A.S.F. regarding financial investment services; f) investment consultants, as well as by natural persons who exercise de jure or de facto management positions or professionally exercise activities covered by this law, as the case may be, in relation to: 1. non-compliance with the prohibitions established at 35 35 para. ((4); 2. non-compliance with the rules of conduct referred to in art. 35 35 para. ((5); 3. non-compliance with the regulations and measures issued by A.S.F. regarding financial investment services; g) authorized entities, regulated and supervised by the A.S.F., issuers of securities and/or by the members of the board or supervisory board, directors or members of the directorate of the authorized entity, regulated and supervised or issuers of securities, natural persons exercising de jure or de facto management positions or professionally exercising activities covered by this law or related to the activity authorized, regulated and supervised entities by the A.S.F. and/or issuers of securities, as well as by entities that have an obligation to inform about exceeding the holding thresholds provided for in art. 228 228 para. (1), as applicable, in relation to: 1. violation of the provisions on public offers and operations to withdraw shareholders from a company provided in art. 173 173 para. ((2), art. 174 174 para. ((2), art. 175 175 para. ((1), (3 ^ 1) and (4), art. 176, 177, art. 178 178 para. ((1)-(3), art. 179 179, art. 183 183 para. ((1) and (2), art. 184 184, art. 185 185 para. ((2) and (4), art. 186 186 para. ((1), art. 187 187, art. 190-192 190-192, art. 193 193 para. ((2) and (3), art. 195 195 para. ((1), art. 196 196 para. ((2) and (3), art. 197 197, art. 198 198 para. ((1), art. 199 199 para. ((1), art. 200 200, art. 204 204 para. ((7), art. 206 206 para. ((5) and art. 208 208; 2. violation of the provisions on admission to trading of securities provided in art. 211 211 para. ((1), art. 212, 215, 216, art. 217 217 para. ((1), art. 219 219, art. 220 220 para. ((1)-(3), art. 221, 222 and art. 223 223 para. ((1); 3. violation of reporting obligations, carrying out operations and respecting the conduct and conditions provided in art. 209 209, 210, art. 224 224 para. ((1)-(5) and (8), art. 225 225, art. 226 226 para. ((1)-(5) and (7), art. 227 227, art. 228 228 para. ((1), (3) and (4), art. 229-233 229-233, art. 235 235 para. ((1), art. 236, 237, 239, art. 240 240 para. ((3), art. 241 241 para. ((1) and (2), art. 242 242 and art. 243 243 para. ((1), (4) and (9)-(11); 4. conduct a public offering without the approval of the A.S.F. of the prospectus/offer document, as well as the conduct without the approval of the A.S.F. of any activities or operations for which the present law or the regulations of the A.S.F. 5. non-compliance with the conditions established by the A.S.F. decision approving the prospectus/offer document, amendments thereto, as well as the preliminary announcement/announcement or advertising materials related to a public offer; 6. non-compliance with the obligation provided 146 146 para. ((4) on the conclusion of contracts with the central depository; 7. non-compliance with the regulations and measures issued by A.S.F. regarding issuers and market operations; h) market/system operators, administrators or members of the supervisory board, directors or members of the directorate of market operators/system operators, by natural persons exercising de jure or de facto management positions or exercises with professional title activities covered by this law, as well as by persons who purchase shares leading to a direct holding or together with persons with whom they act in concert, greater than or equal to 20% of the voting rights, governed by this law, as the case may be, in relation to: 1. non-compliance with the conditions that were the basis for the authorization and operating conditions of the market operators provided for in art. 126 126 para. ((2) and (3), art. 129 129, 130, 131 and 133; 2. non-compliance with the provisions on regulations issued by market operators provided in art. 134 134 para. ((1) and (2), art. 141 141 and 249; 3. non-compliance with the existing provisions in the regulations of the market operator approved by A.S.F. 4. non-compliance with the provisions on the supervision of regulated markets 135 135 para. ((2); 5. non-compliance with obligations stipulated in art. 136 136 para. ((1) and (2) on the provision of data, information and documents, respectively amending its own regulations; 6. non-compliance with the provisions on alternative trading systems provided for in 140 140; 7. unduly giving access to intermediaries in Member States according to art. 42 42 para. ((1); 8. non-compliance with the regulations issued by A.S.F. regarding regulated markets and alternative trading systems; i) S.A.I., A.O.P.C. self-administered or depositary and/or by the members of the board or supervisory board, directors or members of the directorate and representatives of the internal control department of an S.A.I. or A.O.P.C. self-administered, as well as by individuals who exercise de jure or de facto management positions or professionally exercise activities regulated by this law, as the case may be, in relation to: 1. violation of the conditions of constitution, registration with A.S.F. and operation of A.O.P.C. provided in art. 115 115 para. ((1) and (4), art. 117 117 para. ((1), art. 118 118, art. 119 119 para. ((2), art. 120 120 para. ((1), (3) and (4) and art. 286 286 para. ((1)-(3); 2. non-compliance with the provisions of the internal regulations of the self-administered closed type investment company, the rules of the fund/constitutive act of the closed-type investment company and/or the issuance prospectuses of the A.O.P.C.; 3. non-compliance with the regulations and measures issued by A.S.F. regarding the activity of investment management companies, placement bodies authorized/endorsed by A.S.F. and their depositaries; j) central depositories, clearing houses, central counterparties, intermediaries and/or by members of the board of directors or supervisory board, directors or members of the directorate, as well as by individuals who exercise de jure or de facto management positions in the abovementioned entities referred to or by other responsible persons, as the case may be, in relation to: 1. non-compliance with the conditions that were the basis for the authorization and the operating conditions referred to in art. 148 148 para. ((1) and (2) and art. 159 159 para. ((2) and (3); 2. refusal to provide A.S.F. with the requested information, according to art. 144 144 para. (2), relating to the clearing and settlement of transactions; 3. refusal to provide issuers with the necessary information for the exercise of rights related to securities stored according to art. 146 146 para. ((4) and (5); 4. refusal to report to the central depository the holders of individualized subaccounts held by intermediaries according to art. 146 146 para. ((6); 5. non-compliance by intermediaries with reporting obligations within the deadlines provided in art. 146 146 para. ((7); 6. non-compliance with obligations regarding the highlighting of securities and tasks on them provided in art. 151 151; 7. refusal to carry out the requests of the A.S.F. provided for in art. 153 153 para. ((2) and art. 154 154; 8. non-compliance by the persons responsible for the obligations regarding the acquisition, possession and disposal of the shares of the central depository according to 150 150; 9. non-compliance by the persons responsible for the obligations regarding the acquisition, possession and disposal of the shares of the clearing house/central counterparties according to the European Union norms and regulations issued by A.S.F.; 10. the use of margins for a purpose other than that specified in the regulations referred to in art. 158 158; 11. non-compliance by the clearing house and/or the central counterparty of the obligations provided in art. 163 163 and 164; 12. refusal to carry out the requests of the A.S.F. provided for in art. 153 153 para. ((2) and art. 165 165 and 166; 13. non-compliance with the provisions regarding the constitution and execution of financial guarantees and securities provided in art. 151 151 para. ((4)-(6); 14. non-compliance with the existing provisions in the regulations of the market operator approved by A.S.F. 15. non-compliance with existing provisions in the regulations of the central depository/clearing house approved by A.S.F.; 16. unduly giving access to intermediaries in Member States according to art. 42 42 para. ((1); 17. non-compliance with the regulations and measures issued by A.S.F. regarding the central depository, clearing houses and central counterparties; k) the persons responsible for the Investor Compensation Fund in relation to: 1. non-compliance with the obligations to perform compensatory payments according to 47 and publication of the information provided in art. 48 48; 2. non-compliance with the regulations of the investor compensation fund approved by A.S.F. 3. non-compliance with the regulations and measures issued by A.S.F. regarding the Investor Compensation Fund. (2) The following facts are contraventions: a) non-compliance with the measures established by the acts of authorization, supervision, regulation and control or following them; b) non-compliance with the provisions on the preparation of financial and accounting situations and their auditing, provided in art. 258 258 para. ((1); c) violation of art. 245-248 on market abuse; d) non-compliance with the reporting and conduct obligations provided for in 250 250; e) unauthorized use of the synagms of services and investment activities, financial investment services company, financial investment services agent, regulated market and stock exchange, associated with any of the instruments financial assets defined in art. 2 2 para. ((1) pt. 11 11, or any combination thereof; f) non-compliance with the obligations provided 286 286 ^ 1; g) preventing without right the exercise of the rights conferred by law A.S.F., as well as the unjustified refusal of any person to respond to the requests of the A.S.F. in the exercise of their duties according to the law; h) non-compliance with the regulations and measures issued by A.S.F. in the field of prevention and combating money laundering and financing of terrorist acts through the capital market; i) failure to implement international sanctions on the capital market; j) non-compliance with the regulations and measures issued by A.S.F. regarding the training, training and professional improvement, respectively the automatic equivalence of diplomas, attestations and certificates issued by international bodies; k) non-compliance by the competent statutory body of the obligations provided in art. 283 283 para. ((1); l) non-compliance with Title II Regulation (EU) No 648/2012 .. "" 16. In Article 203, paragraph 61 is amended and shall read as follows: "" 61. Article 273, points a) and b) of paragraph 1 and the introductory part of paragraph 3 shall be amended and shall read as follows: " a) in the case of contraventions provided in art. 272 272 para. ((1) lit. a)-f), lit. g) section 4 4, 5 and 7, lit. h), i), lit. j) section 1 1-9 and 11-17, lit. k) section 2 2 and 3 and in par. ((2) lit. e), h), i) and k): (i) with warning or fine from 1,000 lei to 50,000 lei, for individuals; (ii) with a warning or fine from 0.1% to 5% of the net turnover made in the financial year before the sanction, depending on the seriousness of the act committed, for legal entities; b) in the case of contraventions provided in art. 272 272 para. ((1) lit. g) section 1 1, 2, 3 and 6, lit. j) section 10 10), lit. k) section 1, para. ((2) lit. a), b), d), f), g) and j): (i) with a fine of 10,000 lei per 100,000 lei, for individuals; (ii) with a fine from 0.1% to 10% of the net turnover made in the financial year before the sanction, depending on the seriousness of the act committed, for legal entities. ................................................................................................ (3) By exception to the provisions art. 8 of Government Ordinance no. 2/2001 , in the case of the legal person who registered a turnover of less than 15 million lei or did not register the turnover in the year before the sanction, as well as in the case of the legal person whose turnover is not accessible A.S.F., it will be sanctioned with: "" 17. In Article 203, after paragraph 61, a new point is inserted, paragraph 61 ^ 1, with the following contents: "" 61 ^ 1. In Article 273, two new paragraphs, paragraphs 5 and 6 are inserted after paragraph 4, with the following contents: " (5) In the case of intermediaries credit institutions, the amount of fines provided in par. ((1) lit. a) section ((ii) and lit. b) section (ii) will be determined by applying the respective percentages to the net turnover made from the activity carried out only on the capital market, in the financial year before the sanction, with the consideration of the provisions of par. ((3). (6) In the case of credit institutions that carry out the storage activity for collective investment undertakings authorized/approved by A.S.F. the amount of fines provided in par. ((1) lit. a) section (ii) will be determined by applying the respective percentages to the net turnover made from the storage activity, with the consideration of the provisions of par. ((3). "" 18. In Article 203, paragraph 62 is amended to read as follows: "" 62. Articles 273 ^ 1 and 273 ^ 2 are amended and shall read as follows: "" Art. 273 273 ^ 1. -The conduct without authorization of any activities or operations for which this law requires authorization is a crime and is sanctioned according to the criminal law, except for the activities and investment services provided in art. 5 5 para. (1) carried out by S.S.I.F. and credit institutions, in which case the provisions of art. 273 273 para. ((1) lit. a). Art. 273 ^ 2. -(1) Failure to comply with the obligations provided for in 203 regarding the initiation, within the period provided by law, of a mandatory public takeover offer constitutes contravention and is sanctioned as follows: ((i) for natural persons: a) warning or fine from 1,000 lei to 25,000 lei, if the legal deadline for launching the offer was exceeded by no more than 30 days; b) fine from 25,001 lei to 50,000 lei, if the legal term has been exceeded by no more than 60 days; c) by exception to the provisions art. 8 of Government Ordinance no. 2/2001 , fine from 50.001 lei to 500,000 lei, if the legal term was exceeded by more than 60 days; ((ii) for legal persons: a) warning or fine from 0.1% to 1% of the net turnover made in the financial year before the sanction, if the legal term was exceeded by no more than 30 days, but not less than 10,000 lei; b) fine from 0.1% to 5% of the net turnover made in the financial year before the sanction, if the legal term was exceeded by no more than 60 days, but not less than 25,000 lei; c) fine from 0.1% to 10% of the net turnover made in the financial year before the sanction, if the legal term was exceeded by more than 60 days, but not less than 50,000 lei. (2) Failure to comply with the provisions on the prohibition to purchase shares provided in art. 203 203 para. ((2) and (4) constitute contravention and shall be sanctioned as follows: (i) for individuals, warning or fine from 10,000 lei to 500,000 lei; ((ii) for legal persons, warning or fine from 0.1% to 10% of the net turnover achieved in the financial year prior to the sanction. (3) If the turnover made in the financial year before the sanction is not available at the time of the sanction, the financial year in which the legal person registered the turnover will be taken into account, immediately prior to the reference year. The reference year is understood the year before the sanction. (4) By exception to the provisions art. 8 of Government Ordinance no. 2/2001 , in the case of the newly established legal person who did not register the turnover in the year before the sanction or in the case of the legal person whose turnover is not accessible A.S.F. and who does not comply with the obligations provided in par. (1), it shall be sanctioned with: a) fine from 5,000 lei to 500,000 lei, if the legal term was exceeded by no more than 30 days; b) fine from 10,000 lei to 1,000,000 lei, if the legal term has been exceeded by no more than 60 days; c) fine from 15,000 lei to 2,500,000 lei, if the legal term was exceeded by more than 60 days. (5) By exception to the provisions art. 8 of Government Ordinance no. 2/2001 , in the case of the newly established legal person who did not register the turnover in the year before the sanction or in the case of the legal person whose turnover is not accessible A.S.F. and who does not comply with the obligations provided in par. (2), it will be sanctioned with a fine of 5,000 lei to 2,500,000 lei. (6) Provisions of para. ((1), (3) and (4) shall apply accordingly and in the event of non-fulfilment of the obligations provided for in art. 205 205 para. ((3)-(5). "" 19. In Article 203, paragraph 66, Article 278 shall be amended and shall read as follows: "" Art. 278. -(1) As regards the procedure for establishing and finding contraventions, as well as the application of sanctions, the provisions of this law derogate from the provisions Government Ordinance no. 2/2001 . ((2) By way of derogation from provisions art. 13 of Government Ordinance no. 2/2001 , the limitation period of the finding, application and execution of the contravention sanction is 3 years from the date of the act. (3) In the case of continuous contraventions, the limitation period of 3 years flows from the date of the finding of the deed. " 20. In Article 203, after paragraph 67, a new point is inserted, paragraph 67 ^ 1, with the following contents: "" 67 ^ 1. After Article 279 a new article is inserted, Article 279 ^ 1, with the following contents: "" Art. 279 279 ^ 1. -The theft of financial instruments of clients and/or funds related to them is a criminal offence and is punishable in accordance with the provisions of the Criminal Code. "" 21. In Article 203, after paragraph 68, a new point is inserted, paragraph 68 ^ 1, with the following contents: "" 68 ^ 1. After Article 286 ^ 2 a new article is inserted, Article 286 ^ 3, with the following contents: "" Art. 286 286 ^ 3. -(1) The quorum and majority voting conditions necessary to conduct the general meetings of the shareholders of S.I.F. and to adopt the decisions are those provided for in art. 115 115 para. ((1) and (2) of Law no. 31/1990 , republished, with subsequent amendments and completions. ((2) By way of derogation from provisions Law no. 31/1990 , republished, with subsequent amendments and completions, the amendments to be made to the constituent acts of S.I.F., exclusively for their classification in the provisions of par. (1), will be registered at the trade register office, based on the decision of the board of directors/supervisory board of S.I.F. or S.A.I. that administers an S.I.F., as the case may be, after obtaining the authorization from the A.S.F. "" 22. Article 206 is amended and shall read as follows: "" Art. 206. -The provisions regarding the contraventions are completed with the provisions Government Ordinance no. 2/2001 on the legal regime of contraventions, approved with amendments and additions by Law no. 180/2002 ,, as amended and supplemented. " + Article II Law no. 247/2005 on the reform in the fields of property and justice, as well as some adjacent measures, published in the Official Gazette of Romania, Part I, no. 653 of 22 July 2005, as amended and supplemented, shall be amended and supplemented as follows: 1. Title VII, Chapter II, Article 7 ^ 1 (3), letter e) shall be amended and shall read as follows: "e) the" Property " Fund may not hold more than 10% of its assets in the securities referred to in par. ((4) and in the money market instruments referred to in art. 101 101 para. ((1) lit. a) and b) of Law no. 297/2004 , with subsequent amendments and completions, issued by a single issuer, except for government securities; ". 2. In Title VII, Chapter II, Article 7 ^ 1 (3), after letter e), two new letters are inserted, letters e ^ 1) and e ^ 2), with the following contents: "" e ^ 1) shall be exempted from compliance with the limit laid down in lett. e) securities acquired from the Romanian state under this law; e ^ 2) until the moment of diminishing the holding related to the securities referred to in lett. e ^ 1), below the limit provided in lett. e), the "Property" Fund is prohibited from the purchase of securities issued by the same issuer and which were acquired from the Romanian state, except for those related to the exercise of preference rights, in which case the provisions of lett. k); 3. In Title VII, Chapter II, Article 7 ^ 1 (3), letter k) shall be amended and shall read as follows: "" k) the "Property" Fund may exceed the limits on investments in financial instruments that are included in the asset or in the case of the exercise of the rights of subscription preference thereof, provided that the excess does not extend for a period of more than 120 calendar days; " 4. In Title VII, Chapter II, Article 7 ^ 1 (3), after letter k), a new letter, letter l) is inserted, with the following contents: "" l) in the case of holdings of securities not admitted to trading acquired from the Romanian state under this law, according to the provisions of lett. b), the "Property" Fund will be able to exercise the right of preference related to the respective holdings, in this case the provisions of lett. k). " 5. Chapter II of Title VII, Article 8 shall be repealed. 6. Article 9 (2) of Chapter II of Title VII shall be repealed. 7. Title VII, Chapter II, Article 9 ^ 1, paragraphs 4 to 7 shall be repealed. 8. in Chapter II of Title VII, Article 10, paragraphs 1 to 3 shall be repealed. 9. In Chapter II of Title VII, Article 10 ^ 1 is amended and shall read as follows: "" Art. 10 10 ^ 1. -Any payment made by the Romanian state to the "Property" Fund, in cash or nature, under this law, is considered made with priority for extinguishing the obligation to pay shares subscribed and unpaid, without distinction or distribution between sources or amounts. " 10. Article 12 (2) of Chapter II of Title VII shall be repealed. + Article III Government Emergency Ordinance no. 93/2012 on the establishment, organization and functioning of the Financial Supervisory Authority, published in the Official Gazette of Romania, Part I, no. 874 of 21 December 2012, approved with amendments and additions by Law no. 113/2013 , as amended and supplemented, shall be amended and supplemented as follows: 1. In Article 2, after paragraph 6, two new paragraphs are inserted, paragraphs 7 and 8, with the following contents: " (7) On the basis of international agreements to which it is a party, the A.S.F. will also be able to comply with requests for information for investigations that do not represent violations of the Romanian legislation, but represent violations in those signatory states of those international agreements. (8) A.S.F. is the competent authority in Romania within the meaning of art. 10 10 para. ((5) of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories. ' 2. In Article 6, paragraph 3 shall be amended and shall read as follows: "(3) The individual acts of the A.S.F. are the authorizations, attestations, opinions and decisions." 3. After Article 7, a new article is inserted, Article 7 ^ 1, with the following contents: "" Art. 7 7 ^ 1. -(1) The obligation to keep the service secret cannot be invoked by any natural or legal person related to the non-banking financial market in Romania when the A.S.F. is in the exercise of its duties provided by law. (2) In order to fulfill its fundamental objectives and its duties, the A.S.F. may exchange both public and confidential information and/or classified with the National Bank of Romania, the Competition Council, the Ministry of Business Internal, National Office for Prevention and Control of Money Laundering, as well as with other public authorities and institutions. " 4. Article 17 (3) shall be repealed. + Article IV ((1) As of the date of entry into force of this Law, the claim provided for in art. 4 of Title II of Government Emergency Ordinance no. 81/2007 to accelerate the procedure for granting damages related to buildings improperly taken over, approved with amendments and additions by Law no. 142/2010 , is taken over by the Ministry of Public Finance from the "Property" Fund, together with all related accessories. (2) The amounts obtained from the valorization of the claim provided in par. (1) shall be transferred to the state budget. This law was adopted by the Romanian Parliament, in compliance with the provisions of art. 75 75 and art. 76 76 para. (1) of the Romanian Constitution, republished. CHAMBER OF DEPUTIES PRESIDENT VALERIU-STEFAN ZGONEA SENATE PRESIDENT CĂLIN-CONSTANTIN-ANTON POPESCU-TARICEANU Bucharest, January 8, 2015. No. 10. -----