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Law No. 246 Of 26 October 2015 Concerning Redress And Resolution Of Insurers

Original Language Title: LEGE nr. 246 din 26 octombrie 2015 privind redresarea şi rezoluţia asigurătorilor

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LEGE no. 246 246 of 26 October 2015 on the recovery and resolution of insurers
ISSUER PARLIAMENT
Published in OFFICIAL MONITOR no. 813 813 of 2 November 2015



The Romanian Parliament adopts this law + Title I Scope, definitions and authorities + Chapter I General provisions + Article 1 (1) The law establishes rules and procedures regarding the recovery and resolution of the Romanian legal entities. (2) In the exercise of its powers arising from this law in relation to the insurer, the Financial Supervisory Authority shall consider the nature, extent and complexity of the activity carried out, the structure of the shareholding, the legal form, the risk profile, size, degree of interconnection with other financial institutions or the financial system in general. + Article 2 According to the law, the terms and expressions below have the following meanings: 1. shareholder-shareholder or holder of other property instruments; 2. resolution administrator-any natural or legal person, including the Insurance Guarantee Fund, designated by the Financial Supervisory Authority to implement the resolution measures; 3. temporary administrator-any natural or legal person, including the Insurance Guarantee Fund, designated by the Financial Supervisory Authority for the supervision or temporary replacement of the management body of the the insurer, in order to maintain or restore its financial situation and to ensure sound and prudent management of the insurer's activity; 4. insurer-insurance company, Romanian legal person, authorized by the Financial Supervisory Authority Law no. 32/2000 on insurance and insurance supervision activity, with subsequent amendments and completions; 5. insurer subject to resolution-an insurer on which resolution measures are applied; 6. competent authority-Financial Supervisory Authority, national authority empowered to supervise the insurance market; 7. resolution authority-Financial Supervisory Authority, empowered authority to apply resolution tools and to exercise resolution powers; 8. the legal framework on state aid-European Union legislation, namely the provisions of art. 107 107, 108 and 109 of the Treaty on the Functioning of the European Union and other binding regulations, as well as the provisions on national procedures in the field of State aid, as established by Government Emergency Ordinance no. 77/2014 on national procedures in the field of State aid and amending and supplementing Competition law no. 21/1996 , approved with amendments and additions by Law no. 20/2015 ,, as amended; 9. recovery capacity-the ability of an insurer to restore its financial situation after a significant deterioration of financial indicators; 10. transfer jurisdiction-the power to transfer shares, other property instruments, debt instruments, assets, rights or obligations or any combination thereof from an insurer subject to resolution to a recipient; 11. senior management-the natural persons who exercise management positions within an insurer and who are empowered with the current management activity and who are responsible for the manner of its fulfilment towards the governing body, under national law; 12. financial contracts-the following contracts and agreements: a) securities contracts, including: ((i) contracts for the purchase, sale or loan of securities, groups or indices of securities; (ii) options on a security, group or securities index; ((iii) repo or reverse repo transactions involving any such securities, groups or indices of securities; b) contracts on goods, including: ((i) contracts for the purchase, sale or loan of goods, groups or indices of goods for future deliveries; (ii) options on a commodity, group or commodity index; ((iii) repo or reverse repo transactions involving any such goods, groups or indices of goods; c) futures and forwards, including contracts, other than goods, concerning the purchase, sale or transfer of goods or goods of any kind, of services, rights or interests against a certain price, at a certain time in future; d) swap contracts including: ((i) interest rate swaps and options; agreements on the exchange rate at sight or otherwise on the foreign exchange market; foreign currency swaps, stock or equity indices, debt or debt indices, commodity or commodity indices, weather conditions; emissions or inflation; ((ii) swaps on the total return, on the margin of credit or credit default swaps; ((iii) any agreement or transaction similar to one of the agreements referred to in point ((i) or (ii) and which is subject to repeated trading in swaps or derivatives markets; e) framework agreements on all types of contracts or agreements referred to in point (a). a)-e); 13. insurance creditors-insured persons, insurance beneficiaries, injured persons-in case of civil liability insurance-as defined in art. 4 4 para. ((1) lit. b) of Law no. 213/2015 on the Insurance Guarantee Fund; 14. the systemic insurance crisis-a disruption of the insurance system that can lead to serious negative consequences for the insurance market or the real economy; 15 15. the addressee-the insurer, the bridge institution or the asset management vehicle to which shares are transferred, other proprietary instruments, debt instruments, assets, rights or other obligations or any combination thereof to an insurer subject to resolution; 16. direction exercising the function of resolution-the structure distinct from the structures exercising the supervisory function within the Financial Supervisory Authority, which ensures the fulfilment of the resolution powers of the Authority Financial supervision; 17. direction exercising the supervisory function-structure within the Financial Supervisory Authorities, which ensures the performance of the supervisory tasks of the Financial Supervisory Authority; 18. right of termination-the right to denounce a contract, the right to accelerate the execution, to extinguish or to compensate obligations or the right resulting from any clause with similar effect under which they may suspend, modify or extinguish obligations of one of the parties to a contract or a clause preventing the birth of an obligation under the contract, an obligation which would have existed in the absence thereof; 19. critical functions-activities, services or operations whose interruption may lead to disruption of the stability of the insurance market, loss of consumer confidence in the insurance system and/or that would endanger the protection offered by law to policyholders, given the size, market share, internal and external interconnections, complexity of the insurer's activity; 20. institution-deck-a legal person fulfilling the requirements referred to in art. 89, authorized under art. 104 104, or the Insurance Guarantee Fund; 21. proprietary instruments-shares and other instruments that confer ownership as defined in art. 2 2 para. ((1) pt. 33 33 of Law no. 297/2004 on the capital market, with subsequent amendments and completions; 22. asset separation tool-the mechanism by which a resolution authority transfers an insurance portfolio of an insurer subject to resolution to an asset management vehicle in accordance with the provisions of art. 112-124 112-124; 23. instrument of resolution-a tool provided for in art. 68 68; 24. tool for sale of business and portfolio-the mechanism by which a resolution authority transfers shares or other property instruments, issued by an insurer subject to resolution, or assets, rights or obligations of a insurer subject to resolution, partially or totally, to an asset management vehicle, according to art. 74-88, or to an insurer meeting the solvency requirements; 25. the bridge institution tool-the mechanism by which a resolution authority transfers shares or other proprietary instruments, issued by an institution subject to resolution, or assets, rights or obligations of an insurer subject to resolution to a bridge institution, according to art. 88-95 88-95; 26. liquidation-capitalizing on an insurer's assets; 27. basic activity lines-the lines of activity that represent important sources of income for the insurer; 28. crisis management measures-resolution measures or the appointment of a resolution administrator according to art. 49-54 49-54; 29. early intervention measures-one or more measures as provided for in art. 26 26 para. ((1), ordered by the Financial Supervisory Authority as competent authority, in order to restore the financial situation of the insurer and to avoid the deterioration of the solvency capital situation, as well as its own funds which covers the solvency capital requirement; 30. crisis prevention measure-the exercise of powers for the direct removal of deficiencies or obstacles to the possibility of recovery according to art. 16, the application of early intervention measures according to art. 26-28, appointment of a temporary administrator according to art. 30 30-38 or the exercise of the power to reduce the value or conversion of debts into relevant capital instruments according to art. 125-132 125-132; 31. resolution measure-the procedure by which an insurer is subject to resolution in accordance with the provisions of art. 42 42; 32. recovery plan-a plan developed and updated by an insurer in accordance with the provisions of art. 5-17 5-17; 33. insurance portfolio-obligations arising from insurance contracts and related assets; 34. resolution plan-a plan drawn up for an insurer in accordance with the provisions of art. 18-25 18-25; 35. the usual insolvency procedure-the bankruptcy procedure of insurance/reinsurance companies provided for in Head. IV of Title II of Law no. 85/2014 on insolvency and insolvency prevention procedures; 36. objectives of the resolution-the objectives stipulated in art. 40 40; 37. Guaranteed obligation-item of debt for which the creditor's right to payment or other form of execution of this obligation is ensured by a privilege, pledge, guarantee, including real warranty contracts; 38. the management body of the insurer-the management and management body of an insurer established according to the constituent acts, in accordance with the provisions Company law no. 31/1990 , republished, with subsequent amendments and completions, and of Law no. 32/2000 , with subsequent amendments and completions; 39. resolution-legal regime made up of a set of instruments, at the disposal of the Financial Supervisory Authority, necessary to intervene promptly, at an early stage, in the activity of an unviable insurer or in the process of enter into difficulty so as to ensure the continuity of its critical financial and economic functions, while minimising the impact of the insurer's situation of difficulty on the economy and the financial system; 40. insurance guarantee scheme-Insurance Guarantee Fund, constituted according to Law no. 213/2015 ; 41. public financial support-state aid according to art. 107 107 para. ((1) of the Treaty on the Functioning of the European Union or any other public financial support granted at national level, intended to preserve or restore the viability, liquidity or solvency of an insurer; 42. asset management vehicle-legal person controlled by the Financial Supervisory Authority, in its capacity as resolution authority, and created in order to receive, in part or in full, the assets, rights and obligations of one or several insurers subject to resolution or an institution-establishment; 43. day-working day, other than Saturday, Sunday or another day declared a public holiday according to the Romanian legislation. + Chapter II Planning recovery and resolution + Section 1 General provisions + Article 3 (1) Insurers holding a significant share in the national insurance system shall develop their own recovery plans in accordance with the provisions of art. 5-17 and are subject to individual resolution plans in accordance with the provisions of art. 18-23. (. An insurer shall be deemed to have a significant share in the national insurance system if it meets any of the following conditions: a) the value of the insurer's gross technical reserves exceeds 5% of the total gross technical reserves at market level; b) holds a market share of at least 5%. (3) The market share of companies holding a significant share in the national insurance system shall be determined on the basis of the financial results of the last financial year ended, taking into account the separate life insurance business of the general insurance, as follows: a) for life insurance, by reporting the value of the company's gross technical reserves to the total gross technical reserves of all companies underwriting life insurance; b) for general insurance, by reporting the value of the gross written premiums of the company, direct and from the acceptances in reinsurance, to the total amount of gross written premiums, direct and from reinsurance acceptances, of all companies that underwriting general insurance. + Article 4 (1) By exception to the provisions of art. 5 5-17 and art. 18-23 and taking into account the impact assessment that the situation of major difficulty of an insurer and its subsequent liquidation through the usual insolvency proceedings could have on the market, on other insurers and on the economy national as a whole, as well as the potential negative effects generated by the insurer's situation of major difficulty, the Financial Supervisory Authority, as competent authority and resolution authority, may, by decision Issued art. 6 6 para. (3) of Government Emergency Ordinance no. 93/2012 on the establishment, organization and functioning of the Financial Supervisory Authority, approved with amendments and completions by Law no. 113/2013 , with subsequent amendments and completions, simplified requirements for the recovery plan and the resolution plan of that insurer, as regards the following: a) the content and details of the recovery and resolution plans; b) the date by which the first recovery and resolution plans will be developed and the frequency of updating these plans, which may be less than that provided by law; c) the content and level of detail of the information requested by the insurers; d) the level of detail of the information necessary to assess the possibility of resolution provided by law. (2) The decision referred to in paragraph ((1) shall be communicated to the respective insurer within 10 days of the application of the simplified requirements regarding the resolution plan of that insurer. (3) The Financial Supervisory Authority, as the competent authority and, as the case may be, by the resolution authority, may, by decision, order an end to the reasons that have determined the application of the simplified requirements according to par. (1), the passage of the insurer to the full application of the requirements provided for in 5 5-17 and art. 18-25, with the establishment and communication of the deadline for compliance with the new requirements. (4) Application of simplified requirements, provided in par. ((1), shall not affect the powers of the Financial Supervisory Authority, as the competent authority and, where appropriate, by the resolution authority, to order crisis prevention measures or crisis management measures. + Section 2 Recovery planning + Article 5 Each insurer shall develop and maintain a recovery plan providing for measures to be taken by it to restore the financial situation in the event of significant deterioration of financial indicators. + Article 6 The insurer shall update the recovery plan annually or, at the request of the Financial Supervisory Authority, as competent authority, with a higher frequency, in the following cases: a) in case of change of organizational structure; b) after any change in the activity or financial situation of the insurer that could have a significant impact on the recovery plan or would require its modification; c) in the event of any change in the mechanisms or measures referred to in 10 10-17 of the Annex which forms an integral part of this Law and which are laid down in the recovery plan. + Article 7 When drawing up the recovery plan, insurers must not rely in any way on access to public financial support. + Article 8 Without prejudice to the provisions of this Chapter, the recovery plan shall include: a) the information set out in the b) measures that can be taken by the insurer if the conditions for early intervention provided by law are met; c) adequate conditions and procedures to ensure that recovery measures are applied in a timely manner, as well as recovery options; d) additional information and series of scenarios provided for in the regulations issued by the Financial Supervisory Authority in accordance with the provisions of art. 160 lit. j). + Article 9 The Financial Supervisory Authority, as the competent authority, may require an insurer to keep detailed records of the financial contracts to which it is a party. + Article 10 The insurer's management body shall assess and approve the recovery plan before its transmission to the Financial Supervisory Authority as the competent authority. + Article 11 The insurer subject to the obligation to prepare the first recovery plan must transmit, within up to 90 days, calculated from the date of entry into force of this law, the recovery plan of the Financial Supervisory Authority, in quality of competent authority, to be evaluated. + Article 12 Within 6 months from the receipt of the recovery plan, the Financial Supervisory Authority shall consider the recovery plan and assess to what extent it contains the information and complies with the requirements of art. 8 8 and the following criteria: a) the implementation of the measures proposed in the recovery plan is likely to ensure the preservation or restoration of the insurer's viability and financial position, taking into account the prior measures that the insurer has undertaken or planned to undertake them; b) the implementation of the plan and the recovery opportunities identified in it shall be carried out quickly and efficiently, with the maximum avoidance of significant adverse effects on the financial system or insurance, including scenarios in which and other insurers should implement recovery plans in the same period. + Article 13 When assessing the recovery plan, the Financial Supervisory Authority, as the competent authority, takes into account the degree to which the level and quality of the capital as well as the solvency and/or liquidity level of the insurer correspond to its complexity and risk profile. + Article 14 ((1) The Financial Supervisory Authority shall ensure that the direction exercising the supervisory function transmits the recovery plan to the resolution authority. (2) The Financial Supervisory Authority shall ensure that the direction exercising the resolution function assesses the recovery plan for the purpose of identifying those measures it contains, which may have a negative impact on the recovery of the situation financial, and may make recommendations on these issues to the directorate exercising the supervisory function. + Article 15 (1) If the Financial Supervisory Authority, as the competent authority, considers that the recovery plan presents major deficiencies or that there are significant obstacles to the implementation of the plan, it shall communicate to the insurer the outcome of the evaluation and calls for the submission, within two months, of a revised plan containing solutions to remove deficiencies or overcome obstacles. (2) The Financial Supervisory Authority, as competent authority, may extend, at the request of the insurer, for good reasons, by one month the deadline referred to in par. ((1). ((3) If the Financial Supervisory Authority, as the competent authority, considers that deficiencies and obstacles have not been resolved by the revised plan, it may impose on the insurer specific changes on Plan. + Article 16 (1) If the insurer does not present a revised recovery plan or the Financial Supervisory Authority, as the competent authority, determines that the revised recovery plan does not resolve the problem of deficiencies or obstacles significant identified in the initial assessment and that it is neither possible to resolve by imposing one-off changes to the plan, the Financial Supervisory Authority requires the insurer to identify, within up to 60 days, changes it may bring to its activity to remove those deficiencies or overcome those obstacles to the implementation of the recovery plan. (2) The Financial Supervisory Authority, as competent authority, shall determine the duration of the period referred to in paragraph 1. (1), on a case-by-case basis, depending on the insurer's situation and the nature of the deficiencies identified. (3) If the insurer does not identify such changes within the deadline set by the Financial Supervisory Authority according to par. ((1) or where the Financial Supervisory Authority estimates that the actions proposed by it would not adequately address the deficiencies or obstacles, the Financial Supervisory Authority, as the competent authority, may requires the insurer one or more of the measures provided for in par. ((4) and/or any other measure which it considers necessary and appropriate, taking into account the seriousness of the deficiencies or the amplitude of the obstacles and the effect of those measures on the insurer's activity. (. The Financial Supervisory Authority, as the competent authority, may require the insurer to take the following measures: a) reducing the risk profile of the insurer, including reducing the risk of solvency and/or liquidity; b) the application of recapitalisation measures; c) review of the insurer's operational strategy and structure; d) modification of the insurer's management and management structure; e) verification of the adequacy of the technical reserves and their coverage + Article 17 (1) The measures imposed on insurers by the Financial Supervisory Authority, as competent authority, according to art. 16 16 para. (4), must be proportionate to the seriousness of the deficiencies and the amplitude of the obstacles subject to remediation. (2) The measures provided in art. 16 16 para. (4) does not prevent the Financial Supervisory Authority from taking the measures provided for in Law no. 503/2004 on financial recovery, bankruptcy, dissolution and voluntary liquidation in the insurance activity, republished, as amended, in order to restore the financial situation of the insurer. (3) From the date of entry into force of this law, insurers in the financial recovery procedure according to the provisions Law no. 503/2004 , republished, as amended, may apply the provisions of this law, if the requirements of art. 42 42 and art. 43 43 para. ((2). + Section 3 Resolution planning + Article 18 (1) The Financial Supervisory Authority, as the resolution authority, shall develop a resolution plan for Romanian legal entities. ((2) The Financial Supervisory Authority shall ensure that the direction exercising the resolution function develops the resolution plan after consulting the directorate exercising the supervisory function. + Article 19 (1) The resolution plan shall include the resolution measures that the Financial Supervisory Authority, as the resolution authority, may undertake if the insurer meets the conditions for triggering the resolution. (2) The Financial Supervisory Authority, as the resolution authority, shall communicate the information referred to in art. 23 lit. a) the insurer concerned. + Article 20 When drafting the resolution plan, the Financial Supervisory Authority, as the resolution authority, must consider relevant scenarios, including the possibility that the insurer's major difficulty situation is due. particular circumstances specific to the insurance market or economy as a whole. + Article 21 At the request of the Financial Supervisory Authority, as a resolution authority, the insurer provides assistance in the development and updating of the resolution plan. + Article 22 (1) The Financial Supervisory Authority, as the resolution authority, reassesses and, where applicable, updates the resolution plans, annually and after any significant change in the organisational structure, business or the financial situation of the insurer, which could have a significant impact on the effectiveness of the resolution plans or which would require a modification thereof. (2) In order to apply the provisions of para. ((1), insurers shall inform the Financial Supervisory Authority, as the resolution authority, of any change that may impose a revaluation or update of the plans. The Financial Supervisory Authority shall ensure that the supervisory function promptly informs the direction which exercises the resolution function on any change that may impose a revaluation or update of the plans. + Article 23 Without prejudice to the provisions of art. 3 and 4, the Financial Supervisory Authority, as the resolution authority, provides, in the resolution plan, the possibility of applying resolution tools and exercising the resolution powers provided by law and includes the following: a) a summary of the main elements of the plan; b) a summary of important changes in the insurer, according to the latest information relevant for resolution-related purposes; c) a presentation of the modality in which the critical functions and the basic activity lines could be separated from other functions, from a legal and economic point of view, in order to ensure their continuity in case of major difficulty of the insurer; d) an estimate of the timing of implementation of each important aspect of the plan; e) a description of the procedure for determining the value and the possibility of selling the critical functions, the core business lines and the insurer's assets; f) a detailed description of the measures intended to ensure that the information requested according to art. 25 are updated and made available to the Financial Supervisory Authority, as a resolution authority, at any time; g) the presentation of the way in which the Financial Supervisory Authority, as the resolution authority, considers that the resolution measures could be financed; h) a detailed description of the different resolution strategies that could be applied according to the possible scenarios and the applicable deadlines; i) an analysis of the plan's impact on the insurer's employees, including an assessment of any associated costs and a description of the consultation procedures during the staff resolution process, the employers ' organization and the union or employee representatives, as appropriate; j) a communication plan with the media and the public; k) the need for solvency capital and minimum capital, as well as the qualitative and quantitative needs of own funds and the time limit within which to reach this level, if applicable; l) a description of the essential operations and systems to maintain the continuous operation of the insurer's operational processes; m) as the case may be, any opinion expressed by the insurer on the resolution plan; n) a detailed description of the assessment of the scope of the resolution plan; o) a description of all the measures necessary to remove obstacles to the application of the resolution plan. + Article 24 (1) The Financial Supervisory Authority, as the resolution authority, may require insurers to keep detailed records of the financial contracts to which they are a party and may set the time limit within which they must provide the respective records. (2) The Financial Supervisory Authority, as a resolution authority, may set different deadlines, depending on the types of financial contracts defined in art. 2 2 section 12. (3) The terms established according to par. (2) for the provision of information shall apply to all insurers. (4) The Financial Supervisory Authority, as the resolution authority, may determine, following the assessments carried out, whether it is appropriate for the insurer to be liquidated by the usual insolvency procedure or to trigger the resolution, applying to the insurer the various resolution tools and powers, avoiding any significant negative effect on the insurance market in Romania, including in case of more extensive financial instability or scale events the entire financial system, with the aim of ensuring continuity of critical functions carried out by the insurer. ((5) In order to assess the scope of the resolution plan, the Financial Supervisory Authority, as the resolution authority, shall examine at least the following elements: a) the extent to which the insurer may establish correspondence between the core business lines and the critical operations and the legal entities; b) the extent to which the legal and corporate structures are harmonized with the core business lines and critical operations; c) the extent to which mechanisms are in place aimed at providing staff, infrastructure, financing, liquidity, solvency, insurance portfolio, technical reserves and capital to support and maintain the lines of the basic activity and critical operations; d) the extent to which the insurer's service agreements are fully enforceable in the event of the insurer's resolution; e) the extent to which the administrative structure of the insurer is appropriate for the management and enforcement of its internal policies with regard to its agreements on the provision of services; f) the extent to which the insurer has a process for the gradual transfer to third parties of the services provided in the framework of contracts for the provision of services in the event of separation of critical functions or core business lines; g) the ability of management information systems to ensure that the Financial Supervisory Authority is able to collect accurate and complete information on core business lines and critical operations so as to facilitate making quick decisions; h) the ability of management information systems to provide the essential information for the effective resolution of the insurer at any time, even when the conditions are changing rapidly; i) the extent to which the insurer has tested its management information systems based on the crisis scenarios as established by the Financial Supervisory Authority through regulations issued pursuant to art. 160 160; j) the extent to which the insurer can ensure the continuity of the operation of its management information systems for both him and the new insurer where critical operations and core business lines are separated from the rest operations and lines of activity; k) the extent to which the insurer has developed appropriate procedures to ensure that it provides the Financial Supervisory Authority with the information necessary to identify the insurance creditors and the amounts covered by the Guarantee Fund insured persons; l) the value and type of assets and technical reserves of the insurer; m) if the valuation involves an insurer that is part of a mixed-activity holding company, the extent to which the insurer's resolution could have a negative impact on the non-financial part of the group; n) the existence and soundness of agreements on the provision of services o) the feasibility of using resolution tools in accordance with the objectives of the resolution, taking into account the instruments available and the structure of the insurer; p) credibility of the use of resolution tools in accordance with the objectives of the resolution, taking into account the possible impact on insurance creditors, counterparties and employees, as well as possible measures that could be taken other resolution authorities; q) the extent to which the impact of the insurer's resolution on the financial system and confidence in the insurance market can be adequately assessed; r) the extent to which the insurer's resolution could have a significant negative effect, directly or indirectly, on the financial system, on confidence in the insurance market or on the economy; s) the extent to which contamination of other insurers or financial markets could be controlled by the application of resolution tools and powers. ((6) Where, following the assessment of the possibilities of the application of the resolution plan of an insurer, the Financial Supervisory Authority, as the resolution authority, finds that significant obstacles to the the respective insurer's resolution possibilities will notify these findings in writing to the insurer concerned and to the resolution authorities in the jurisdictions in which the insurer's branches are located. (7) Within four months from the date of receipt of a notification in accordance with the provisions of par. ((6), the insurer proposes to the Financial Supervisory Authority possible measures aimed at removing the significant obstacles identified in the notification. The Financial Supervisory Authority shall assess the effectiveness of the proposed measures to remove the significant obstacles concerned. (8) If he estimates that the measures proposed by an insurer in accordance with the provisions of par. (7) do not effectively reduce or remove the obstacles in question, the Financial Supervisory Authority may require the insurer to take alternative measures which may lead to this objective and shall notify those measures in writing. the insurer, which within one month proposes a plan to enter into compliance with them. (9) In identifying the alternative measures referred to in par. (8), the Financial Supervisory Authority demonstrates that the measures proposed by the insurer would not be able to remove obstacles to the possibility of resolution and in what way the proposed alternative measures are suitable for their removal. The Financial Supervisory Authority shall take into account the threat to the financial stability posed by these obstacles to the possibility of resolution and the effect of measures on the insurer's economic activity, its stability and its ability to contribute to the economy. (10) In application of the alternative measures referred to in paragraph (9) The Financial Supervisory Authority has the power to take any of the following measures: a) require the insurer to review any intragroup financing agreements or to examine the reasons for their absence or the conclusion of service agreements, either intragroup or with third parties, to ensure the provision of critical functions, under the law; b) require the insurer to limit its individual exposures to certain insurance classes and maximum aggregates for the entire insurance portfolio; c) impose additional specific or periodic information requirements relevant to the resolution procedure; d) ask the insurer for partial or total transfer of the insurance portfolio; e) require the insurer to limit or terminate certain ongoing or proposed activities; f) limit or prevent the creation of new lines of economic activity, the development of existing ones, the sale of new products or the sale of existing products; g) to request the modification of the legal structures relating to the contractual or operational commitments of the insurer, in order to reduce the complexity and thus guarantee the possibility of separation, from a legal and operational point of view, critical functions of other functions, by applying resolution tools; h) require an insurer to increase the level of own funds to meet the solvency requirements; i) to require an insurer to adopt other measures to meet the minimum requirement for own funds, including seeking to renegotiate any own funds instrument it has issued, to ensure that any decision of the Authority of Financial supervision to reduce the carrying amount of the instrument in question or to convert it would be applied under the jurisdiction of the jurisdiction governing it. + Article 25 ((1) At the request of the Financial Supervisory Authority, as a resolution authority, each insurer shall: a) cooperate in drawing up the resolution plan; b) provide all information necessary for the development and implementation of the resolution plan. (2) The Financial Supervisory Authority shall ensure that the direction exercising the supervisory function cooperates with the direction exercising the resolution function, in order to verify to what extent the information provided in par. ((1) are already available. The Financial Supervisory Authority shall ensure that, where such information is available, the direction exercising the supervisory function shall transmit them to the directorate exercising the resolution function. + Chapter III Early intervention + Section 1 Early intervention measures + Article 26 (1) Where an insurer infringes or is liable to infringe, in the near future, as a result of a rapid deterioration in the financial situation that includes a deterioration of the solvency capital and own funds that covers the solvency capital requirement, the requirements for the maintenance of the authorisation provided for in Law no. 32/2000 , with subsequent amendments and completions, the Financial Supervisory Authority, as competent authority, in addition to the remedial or sanctioning measures ordered in accordance with the provisions Law no. 32/2000 , with subsequent amendments and completions, may take, as the case may be, mainly the following measures: a) require the management body of the insurer to implement one or more measures established in the recovery plan or, in accordance with the provisions of art. 16 16, update such a recovery plan in the event that the circumstances leading up to the early intervention differ from the assumptions set out in the original recovery plan and implement one or more of the measures set out in the the updated plan within a given time frame to ensure that the insurer will continue to meet the requirements for the maintenance of the authorisation; b) to ask the insurer's management body to examine the situation, to identify measures to resolve any issues found and to develop an action programme to resolve those problems and an implementation timetable a; c) to ask the insurer's management body to convene a general meeting of the shareholders of the company or, if the management body fails to comply with this requirement, to directly convene that assembly and, in both cases, establish the agenda and require that certain decisions be taken into account for the adoption by the shareholders; d) require the replacement of one or more members of the management body or senior management of the insurer, where such persons prove to be inadequate for the performance of their duties, in the sense of Law no. 32/2000 , with subsequent amendments and completions; e) require the insurer's management body to develop a plan to negotiate the debt restructuring of the insurer's creditors, in accordance with the recovery plan, as the case may be; f) to request changes in the insurer's business strategy; g) to request changes in the operational structure of the insurer; and h) to require the insurer to transmit all the information necessary to update the resolution plan and to prepare a possible resolution of the insurer, as well as to carry out an evaluation of its assets and liabilities according to the head. III of Title II. The data can be obtained by the Financial Supervisory Authority, as competent authority, and by on-site control performed according to Law no. 32/2000 , with subsequent amendments and completions, if the information communicated by the insurer or held by the authority on the basis of the reports submitted by it is not sufficient. (2) The issuance of documents on an insurer, by which the measures provided in par. (1), is within the competence of the Financial Supervisory Authority Board. + Article 27 The Financial Supervisory Authority shall ensure that the direction exercising the supervisory function notifies, without delay, the direction exercising the resolution function on the fulfilment of the conditions laid down in art. 26 26 para. ((1) in relation to an insurer. The powers of the Financial Supervisory Authority, as resolution authority, also include the power to require the insurer to contact potential buyers to prepare the insurer's resolution, in compliance with the conditions. provided by law. + Article 28 For each of the measures provided in art. 26 26 para. ((1), the Financial Supervisory Authority, as the competent authority, shall establish an appropriate deadline for completion, enabling it to assess the effectiveness of the measure. + Article 29 In case of significant deterioration of the insurer's financial situation or in the event that serious violations of the legislation occur, of the regulations specific to the insurance domain and if other measures taken in accordance with the provisions the present law is not sufficient to end this deterioration, the Financial Supervisory Authority, as the competent authority, may request the replacement of the senior management or the insurer's governing body, in the whole or, or some of its members. The appointment of the new senior management or the new management body shall be made in accordance with the provisions Law no. 31/1990 , republished, with subsequent amendments and completions, and is subject to the approval of the Financial Supervisory Authority, as competent authority. + Section 2 Temporary administrator designation + Article 30 ((1) If the Financial Supervisory Authority, as the competent authority, considers that the replacement of the senior management or the management body according to art. 29 is insufficient to remedy the situation, may designate one or more temporary administrators of the insurer. (2) The Financial Supervisory Authority, as the competent authority, may designate any temporary administrator, appropriate to the given circumstances, either to temporarily replace the insurer's management body or to work together. temporarily with the insurer's governing body, and specify this in its decision at the time of designation. ((. Where the Financial Supervisory Authority, as the competent authority, designates a temporary administrator to work with the insurer's management body, it shall also specify at the time of designation, the role, duties and powers of the temporary administrator, as well as any requirements for the insurer's governing body, to consult with the temporary administrator or to obtain its consent before taking certain decisions or to undertake certain actions. (4) The Financial Supervisory Authority, as the competent authority, shall make public the appointment of any temporary administrator, unless the temporary administrator does not have the power to represent the insurer. Upon appointment of the temporary administrator, the Financial Supervisory Authority shall consider that it shall have the necessary qualifications, knowledge and capacity for the exercise of its functions and shall not be in conflict of interest. + Article 31 (1) The Financial Supervisory Authority, as the competent authority, shall determine the powers of the temporary administrator at the time of its designation, depending on the circumstances. (2) The powers provided in par. (1) may include some of or all the powers of the insurer's governing body in accordance with the insurer's constituent acts and applicable national law, including the power to exercise some of or all the administrative functions of the insurer's management body. The assignment of the powers of the temporary administrator in relation to the insurer shall be carried out Law no. 31/1990 , republished, with subsequent amendments and completions. + Article 32 The role and functions of the temporary administrator shall be determined by the Financial Supervisory Authority, as the competent authority, at the time of its designation, and may include the assessment of the insurer's financial position, management the activity or part of the insurer's activity in order to maintain or restore the insurer's financial situation and to adopt measures to restore the healthy and prudent management of the insurer's activity. The Financial Supervisory Authority shall determine, at the time of appointment of the temporary administrator, any limits of its role and functions. + Article 33 The Financial Supervisory Authority, as the competent authority, has the exclusive competence to designate and replace any temporary administrator at any time. The Financial Supervisory Authority, as the competent authority, may at any time modify the terms of the mandate conferred on the temporary administrator, according to the provisions of this Chapter + Article 34 ((1) The acts of the temporary administrator, with the exception of those aimed at the current activity of the insurer, are subject to the prior approval of the Financial Supervisory Authority, as competent authority. (2) The temporary administrator may exercise, in any situation, the power to convene the general meeting of the insurer's shareholders and to determine the agenda of this meeting, only with the prior approval of the Supervisory Authority Financial, as competent authority. + Article 35 The Financial Supervisory Authority, as the competent authority, may request the temporary administrator to draw up reports on the insurer's financial position and the acts undertaken during its term of office, both at ranges set by it and at the end of the mandate. + Article 36 The period of appointment of a temporary administrator shall not exceed one year. This period may exceptionally be renewed if the conditions for the appointment of the temporary administrator continue to be met. The Financial Supervisory Authority, as the competent authority, is responsible for determining to what extent the conditions for maintaining a temporary administrator are met and to justify such a decision in front of shareholders. + Article 37 The appointment of a temporary administrator in accordance with the provisions of this Chapter shall be without prejudice to other shareholders ' rights Law no. 31/1990 , republished, with subsequent amendments and completions, or by the European Union law in the matter of companies. + Article 38 The temporary administrator in charge of exercising duties, according to this law, shall be responsible for the failure or omission of the performance in bad faith or gross negligence of these duties. + Title II Resolution + Chapter I General objectives, conditions and principles + Section 1 Objectives + Article 39 If they apply resolution tools and exercise resolution powers, the Financial Supervisory Authority, in its capacity as a resolution authority, must take into account the objectives of the resolution and choose those instruments and skills enabling the achievement of the relevant objectives for each individual situation in the highest degree. + Article 40 (1) The objectives of the resolution provided in art. 39 39 are the following: a) protection of insurance creditors; b) minimising the impact on protection funds, protecting public funds by minimising reliance on public financial support; c) avoiding significant negative effects on the financial stability of the insurance market, in particular by preventing contagion, including market infrastructures, and by maintaining market discipline; d) ensuring continuity of critical functions. (2) If it pursues the objectives referred to in par. (1), the Financial Supervisory Authority, in its capacity as a resolution authority, seeks to minimise the cost of the resolution and avoid destruction of value, unless they do not allow the objectives of the resolution to be achieved. + Article 41 In compliance with the provisions of this law, the objectives of the resolution are of equal importance and the Financial Supervisory Authority, in its capacity as a resolution authority, must apply them in a balanced manner, depending on the nature and the the circumstances of each case. + Section 2 Conditions for the resolution of the resolution + Article 42 (1) The Financial Supervisory Authority, in its capacity as a resolution authority, may take a resolution action on an insurer if the following conditions are met: a) if it determines that the insurer enters or is likely to enter a state of major difficulty. In this regard, the direction exercising the supervisory function shall be consulted with the direction of the resolution function; b) the resolution measure is necessary from the perspective of the public interest within the meaning of 43 43 para. ((2). (2) The determination that the insurer enters or is likely to enter a state of major difficulty may be made by the direction within the Financial Supervisory Authority exercising the resolution function, following consultation the directorate exercising the supervisory function, where the direction exercising the resolution function has the tools to determine this, in particular of adequate access to the relevant information. The direction which exercises the supervisory function shall provide the direction which exercises the function of resolution with any relevant information which the latter requests to be able to carry out its assessment without delay. (3) Prior adoption of an early intervention measure in accordance with the provisions of art. 26 26-28 does not constitute a condition for the undertaking of a resolution measure. + Article 43 (. For the purposes of art. 42 42 para. ((1) lit. a), an insurer shall be deemed to enter or be liable to enter a state of major difficulty if one of the following conditions is met: a) the insurer violates the requirements for the continuation of the authorization or is liable to violate them, in the near future, as a result of a rapid deterioration of the financial situation that includes a deterioration of the capital situation of solvency and own funds covering the solvency capital requirement to an extent that would justify the withdrawal of the authorisation by the Financial Supervisory Authority, in its capacity as a competent authority, including in the case of which the insurer has incurred or is liable to incur losses that will exhaust them all or a significant portion of own funds; b) the insurer's assets are inferior to the obligations or, according to objective elements, it can be concluded that this will happen in the near future; c) the insurer is unable to pay compensation/allowances due to insurance creditors or, according to objective elements, it can be concluded that this will happen in the near future. (2) For the purposes of art. 42 42 para. ((1) lit. b), a resolution measure shall be considered of public interest if it is necessary for the attainment of an appropriate manner of one or more of the objectives of the resolution referred to in art. 40, and the liquidation of the insurer under the usual insolvency procedure would not allow the objectives of the resolution to be met to the same extent + Section 3 General principles of the resolution + Article 44 If they exercise resolution powers and, respectively, when applying to an insurer the instruments referred to in art. 68, the Financial Supervisory Authority shall ensure that resolution measures are undertaken in accordance with the following principles: a) the shareholders of the insurer under resolution are the first to bear the losses b) the creditors of the insurer subject to the resolution incur losses subsequently to the shareholders, in accordance with the order of priority of their claims under the ordinary insolvency proceedings, unless expressly provided for in the law otherwise; c) the management body and senior management of the insurer subject to resolution are replaced, except in cases where the full or partial retention of the management body or senior management, depending on the circumstances, is deemed necessary to achieve the resolution's objectives; d) the management body and the senior management of the insurer submitted to the resolution provide the full assistance necessary to achieve the objectives of the resolution; e) the natural and legal persons who contributed to the failure of the insurer subject to the resolution are held liable according to the civil or criminal law; f) creditors in the same category are treated equally; g) no creditor incurs greater losses than those which he would have incurred if the insurer had been liquidated by the ordinary insolvency proceedings; h) assets admitted to cover technical reserves are fully protected; and i) the resolution measures shall be met in compliance with the safety mechanisms provided for in art. 133-137. + Article 45 The application of resolution tools and the exercise of resolution powers by the Financial Supervisory Authority, in its capacity as a resolution authority, shall be carried out, where appropriate, in compliance with the legal framework on State aid and in compliance with the incident competition rules. + Article 46 If an insurer is applied one of the resolution tools, namely the sale of the activity and the portfolio, the bridge institution or the separation of assets, the legal provisions on the protection of rights shall not apply. employees in the event of the transfer of the undertaking, the establishment or parts thereof, the insurer being considered as the subject of the bankruptcy proceedings in the sense art. 5 5 para. ((2) of Law no. 67/2006 on the protection of the rights of employees in the event of the transfer of the undertaking, of the establishment + Article 47 When applying resolution tools and exercising resolution powers, the Financial Supervisory Authority, in its capacity as a resolution authority, shall inform and consult with the representatives of the employees of the submissive insurer resolution, if any. + Article 48 The Financial Supervisory Authority, in its capacity as a resolution authority, shall apply resolution tools and exercise resolution powers without prejudice to practices with regard to the representation of employees in the governing bodies of the the insurer. + Chapter II Resolution administrator + Article 49 The Financial Supervisory Authority, in its capacity as a resolution authority, in compliance with the legal framework on State aid, may designate a resolution administrator to replace the governing body of the institution subject to the resolution, in which case it makes public its appointment. The resolution administrator shall have the qualifications, knowledge and capacity to perform its functions. The Insurance Guarantee Fund may be appointed as resolution administrator. + Article 50 The resolution administrator shall have all the powers of the shareholders and the insurer's management body. However, the resolution administrator may only exercise those powers under the control of the Financial Supervisory Authority in its capacity as a resolution authority. + Article 51 The resolution administrator has the obligation to take all necessary measures to achieve the objectives of the resolution referred to in art. 40 40 para. ((1) and to implement the resolution measures in accordance with the decision of the Financial Supervisory Authority, in its capacity as a resolution authority. Resolution measures may include an increase in capital, change in the ownership structure of that insurer or take control of it by insurers with adequate financial soundness. + Article 52 The Financial Supervisory Authority, in its capacity as a resolution authority, may set limits on the actions of the resolution administrator or request that certain of its acts be subject to prior approval. The Financial Supervisory Authority, in its capacity as a resolution authority, may replace the resolution administrator at any time. + Article 53 The resolution administrator shall draw up and submit to the Financial Supervisory Authority, in its capacity as resolution authority, at regular intervals as determined by it, and at the beginning and at the end of its term of office, reports on the economic and financial situation of the insurer to which the resolution administrator has been appointed and the actions taken on the occasion of the exercise of its duties. + Article 54 The mandate of a resolution administrator shall not exceed one year. The mandate may be renewed, in exceptional cases, if the Financial Supervisory Authority, in its capacity as a resolution authority, considers that the conditions for appointing a resolution administrator are still met. + Chapter III Assessment + Article 55 Before taking any resolution action in relation to an insurer, the Financial Supervisory Authority, in its capacity as a resolution authority, shall ensure that a financial auditor, a legal person, carries out a fair assessment, prudent and realistic assets, liabilities and equity of the insurer. In compliance with art. 66 66 and art. 138-140, if all the requirements set out in this Chapter are complied with, the assessment shall be deemed to be final. + Article 56 If an independent evaluation in accordance with the provisions of art. 55 it is not possible, the Financial Supervisory Authority, as a resolution authority, may carry out a provisional assessment of the insurer's assets and obligations, in accordance with the provisions of art. 63. + Article 57 The objective of the evaluation is to determine the value of the assets and obligations of the insurer that meets the conditions for triggering the resolution referred to in art. 42 42 and art. 43 43 para. ((1). + Article 58 The purpose of the evaluation a) support the assessment of how the resolution conditions are met or the conditions for reducing the amount or conversion of debts into relevant capital instruments; b) if the conditions for the resolution of the resolution are met, to contribute to substantiating the decision on the appropriate resolution action to be taken in relation to the insurer; c) in the case of the exercise of the power to reduce the amount or conversion of debts into relevant capital instruments, to contribute to the substantiation of the decision on the extent to which the shares or other instruments of ownership, as well as the extent to which the value reduction or conversion of debts into relevant capital instruments takes place; d) in the case of the application of the bridge institution or asset separation instrument, shall contribute to the substantiation of the decision on the assets, rights, obligations, shares or other instruments of ownership to be transferred and the decision on the value of any consideration to be paid to the insurer subject to the resolution or, as the case may be, to the owners of the shares or other property instruments; e) where the business and portfolio sales tool is applied, contribute to the substantiation of the decision on assets, rights, obligations, shares or other property instruments to be transferred and to provide information to allow the Financial Supervisory Authority, in its capacity as a resolution authority, to determine the measures provided for in art. 75 75; f) in all situations, ensure that any losses on the insurer's assets are fully assumed at the time of application of the resolution tools. + Article 59 Without prejudice to the legal framework on State aid, the assessment shall be based on prudent estimates and shall take into account the following conditions: a) The Financial Supervisory Authority, in its capacity as a resolution authority, and the Insurance Guarantee Fund, in its capacity as administrator of the Resolution Fund for insurers, may recover any reasonable expenses incurred justifiably from the insurer subject to the resolution, in accordance with the provisions of art. 72 72; b) The Insurance Guarantee Fund, in its capacity as administrator of the Resolution Fund for insurers, may charge interest or fees in connection with any loans or guarantees provided to the insurer subject to resolution, in accordance with Art. 146 146 and 147. + Article 60 The assessment shall be accompanied by the following information, which shall appear in the records and accounts of the insurer: a) an updated balance sheet and a report on the financial situation of the insurer; b) an analysis and estimation of the book value of the assets and liabilities of the balance sheet, including technical reserves; c) a list of balance sheet debt balances that appear in the records and accounts of the insurer, with the indication of those claims and priority ranks, according to the applicable insolvency law. + Article 61 In order to support the foundation of the decisions mentioned in art. 58 lit. d) and e), the information provided in art. 60 lit. b) may be accompanied by an analysis and an estimate of the value of the insurer's assets and liabilities based on the market value, as the case may be. + Article 62 (1) The assessment indicates the distribution of the creditors by category according to the priority ranks under the applicable insolvency law and provides an estimate of the treatment of which each of the categories of shareholders and creditors if the insurer had been liquidated according to the usual insolvency procedure. (2) This estimate does not affect the application of the principle that "no creditor must be disadvantaged", in accordance with the provisions of art. 134. + Article 63 (1) If, for reasons related to the urgency of the situation, it is not possible to comply with the requirements laid down in art. 60 60 and 62, a provisional assessment is carried out. (2) The provisional assessment referred to in par. ((1) also includes a reserve for additional, duly justified losses. (3) The assessment is provisional until the moment of its performance by a financial auditor, legal person, according to art. 55. The final evaluation carried out after the provisional evaluation shall be distinct from the assessment referred to 134, regardless of whether it is carried out simultaneously with it or by the same financial auditor, the legal person. (. The final ex-post evaluation shall be carried out for the following purposes: a) ensure that any losses on the insurer's assets are fully recognised in the accounting records; b) contribute to the substantiation of the decision to adjust the creditors ' claims or to increase the value of the paid consideration, in accordance with the provisions of art. 64. + Article 64 In the event that the ex-post definitive assessment is estimated that the net asset value of the insurer is higher than the net asset value, estimated according to the provisional assessment, the Financial Supervisory Authority, in its capacity as Resolution authority, has the possibility: a) exercise the power to increase the value of the creditors ' claims or the owners of relevant capital instruments that have been reduced; b) require the bridge institution or the asset management vehicle to make an additional payment of consideration related to the assets, rights or obligations to the insurer subject to resolution or, as the case may be, related to the shares or property instruments to property owners or property instruments. + Article 65 Without prejudice to the provisions of art. 56, the provisional assessment carried out in accordance with the provisions of 63 constitutes the basis for the Financial Supervisory Authority, in its capacity as a resolution authority, to take resolution actions, including taking control of an insurer entering a state of major difficulty, or to exercise the power to reduce the amount or conversion of debts into relevant capital instruments. + Article 66 The assessment shall be an integral part of the decision to apply a resolution instrument or to exercise a resolution power or the decision to exercise the power to reduce the amount or to convert debts into instruments of relevant capital. The evaluation itself cannot be challenged separately, but it can be challenged together with the decision taken, in accordance with the provisions of art. 138-140. + Chapter IV Resolution tools + Section 1 General principles + Article 67 The Financial Supervisory Authority, in its capacity as a resolution authority, shall be empowered to apply resolution tools to insurers meeting the resolution conditions. + Article 68 According to art. 67, the resolution tools are as follows: a) sale of the activity and portfolio; b) establishment; c) separation of assets. + Article 69 The Financial Supervisory Authority, in its capacity as a resolution authority, may apply the resolution tools individually or in any combination, in compliance with the provisions of art. 70. + Article 70 The Financial Supervisory Authority, in its capacity as a resolution authority, may apply the asset separation tool only together with another resolution tool. + Article 71 If only the resolution tools provided for in art. 68 lit. a) or b), and they are used to transfer only partially assets, rights or obligations of an insurer subject to resolution, the residual insurer from which the assets have been transferred, the rights or obligations are liquidated, according to the usual insolvency proceedings. The liquidation shall be carried out within a reasonable period, in view of any possible situation in which the residual insurer must provide services or support to enable the recipient to carry out its activities or to provide the services related to the transferred elements, as well as any other reason that makes it necessary to continue the activity of the residual insurer to achieve the objectives of the resolution or to comply with the principles + Article 72 The Financial Supervisory Authority, in its capacity as a resolution authority, and the Insurance Guarantee Fund, in its capacity as administrator of the Resolution Fund for insurers, acting on the basis of art. 146 146 and 147, may recover any reasonable expenses incurred justifiably in connection with the use of resolution tools, with the exercise of resolution powers, in one or more of the following ways: a) as a deduction from any consideration paid by the recipient to the insurer subject to the resolution or, as the case may be, to the owners of the shares or other property instruments; b) from the insurer subject to the resolution, as a preferential creditor; c) of any proceeds resulting from the termination of the operation of the bridge institution or the asset management vehicle, as a preferential creditor. + Section 2 The business and portfolio sales tool + Article 73 (1) The Financial Supervisory Authority, in its capacity as a resolution authority, shall be empowered to transfer to a buyer which is not a bridge institution: a) shares or other property instruments issued by an insurer subject to resolution; b) any categories of assets, rights or obligations of an insurer in resolution or their totality, including portfolio transfer in insurance. (2) The transfer referred to in par. (1) takes place, in compliance with the provisions of this law, without obtaining the consent of the shareholders of the insurer subject to the resolution or of any third party other than the buyer, and without complying with any procedural requirement provided by civil law or by legislation specific to the insurance market, except for those provided in art. 89 89 and 90. + Article 74 A transfer made in accordance with the provisions art. 73 must be carried out according to Law no. 32/2000 , with subsequent amendments and completions, depending on the existing circumstances, and in accordance with the legal framework on state aid. + Article 75 For the purposes of art. 72, the Financial Supervisory Authority, in its capacity as a resolution authority, shall take all necessary measures to carry out a transfer on the basis of the assessment carried out according to the provisions of this Law, in view of the + Article 76 Any consideration shall be paid by the buyer, in compliance with the provisions of art. 72 72, in favour of: a) the owners of the shares or other property instruments, if the sale of the activity and the portfolio was made by transferring to the buyer the shares or instruments of ownership issued by the subdued insurer the resolution, from the holders of those shares or instruments of ownership; b) the insurer subject to the resolution, if the transfer of some or all of the assets or liabilities of the insurer in resolution to the buyer has been carried out. + Article 77 When applying the business and portfolio sales tool, the Financial Supervisory Authority, in its capacity as a resolution authority, may exercise the transfer jurisdiction repeatedly to make transfers. additional shares or other proprietary instruments issued by an insurer subject to resolution or, as the case may be, to make additional transfers of assets, rights or obligations of the insurer subject to resolution. + Article 78 After applying the business and portfolio sales tool, the Financial Supervisory Authority, in its capacity as a resolution authority, may exercise, with the approval of the buyer, the transfer powers in respect of the assets, rights or obligations transferred for the transfer of assets, rights or obligations back to the insurer subject to resolution or shares or other instruments of ownership back to their original owners, and the insurer subject to the resolution or the original owners are required to repress any such assets, rights or obligations, shares or other property instruments. + Article 79 The buyer must meet the legal conditions for carrying out the activities he acquires by transfer if the transfer is carried out in accordance with the provisions of art. 73. If the Financial Supervisory Authority is the competent authority of the buyer, it shall assess an eventual application for authorisation in this regard, together with the transfer, within a period of up to 30 days. + Article 80 The Financial Supervisory Authority shall carry out the necessary assessment in such a way as to enable the prompt application of the business and portfolio sales instrument and to facilitate the resolution of the relevant objectives of the resolution. Where a transfer of shares or other proprietary instruments taking place by virtue of the application of the business and portfolio instrument would result in the acquisition or increase of a qualifying holding within a the insurer, the Financial Supervisory Authority, in its capacity as the competent authority of that insurer, may carry out the assessment, by way of derogation from the national legal provisions relating to the applicable procedure and assessment criteria potential purchasers to acquire the status of a significant shareholder of a Insurer. + Article 81 (1) If the direction exercising the supervisory function within the Financial Supervisory Authority has not completed the evaluation provided for in art. 80, the following measures shall apply at the time of transfer of shares or other property instruments: a) the transfer of shares or other instruments of ownership to the purchaser operates by law; b) during the evaluation period and during any divestment period provided in par. ((5) lit. b), the voting rights of the buyer, related to those shares, or other property instruments are suspended until the date of prior approval of the Financial Supervisory Authority. During the suspension of the Financial Supervisory Authority, as a resolution authority, it cannot exercise those voting rights. (2) During the evaluation period and during any divestment period referred to in par. ((5) lit. b), sanctions and sanctioning measures for violation of requirements regarding the approval of significant shareholders of an insurer according to Law no. 32/2000 , with subsequent amendments and completions, shall not apply to those transfers of shares or other property instruments. (3) The Financial Supervisory Authority shall ensure that, immediately after the completion of the evaluation, the supervisory authority shall notify the buyer and the directorate in writing of the resolution function of its decision to approve or, in compliance with provisions Law no. 32/2000 , with subsequent amendments and completions, and the legal regulations issued in the application of this law to oppose the respective transfer of shares or other property instruments to the buyer. ((4) Where the supervisory authority of the Financial Supervisory Authority approves the transfer of shares or other instruments of ownership to the buyer, the voting rights attached to those shares or other proprietary instruments shall be deemed entirely granted to the purchaser, immediately after receipt by the purchaser and by the direction exercising the resolution function of that approval notice. ((5) If the Financial Supervisory Authority, in its capacity as competent authority, opposes the respective transfer of shares or other instruments of ownership to the buyer, in the following situations, then: a) voting rights related to those shares or other property instruments, provided in par. ((1) lit. b), will continue to be exercised; b) The Financial Supervisory Authority, in its capacity as a resolution authority, may ask the buyer to assign those shares or other property instruments within a specified period of time, which shall not adversely affect the buyer, taking into account market conditions; c) if the buyer does not complete that divestment within the deadline set according to lit. b), then the Financial Supervisory Authority, in its capacity as competent authority, may impose sanctions and sanctioning measures on the buyer for violating the requirements regarding the approval of significant shareholders of a Insurer. The Financial Supervisory Authority shall ensure that those sanctions and/or sanctioning measures are imposed with the agreement of the Directorate exercising the resolution function. + Article 82 Transfers made by virtue of the application of the sale of the activity and the portfolio are subject to the safety mechanisms provided by law. + Article 83 For the purpose of exercising the right of establishment and freedom to provide services in a Member State, the buyer shall be deemed to be a continuation of the insurer subject to the resolution and may continue to exercise all rights exercised by the insurer subject to resolution, related to the assets, rights or obligations transferred, as resulting from the law and the insurance contracts to which it is a party. + Article 84 The buyer provided in art. 73 may continue to exercise the rights of the insurer subject to the resolution, as it results from the law and the insurance contracts to which it is a party. + Article 85 Shareholders or creditors of the insurer subject to resolution and other third parties whose assets, rights or obligations are not transferred shall have no right to the assets, rights or obligations transferred or related thereto. + Article 86 If it applies to an insurer the business and portfolio instrument, the Financial Supervisory Authority, in its capacity as a resolution authority, puts it on the market or takes measures to remove it on the market. the assets, rights, obligations, shares or other instruments of ownership which they intend to transfer. Rights groups, assets and obligations may be placed on the market separately for sale. + Article 87 (1) Without prejudice to the legal framework on State aid, if applicable, the removal on the market provided for in art. 86 86 shall be carried out according to the following criteria: a) must be transparent and must disclose in detail the assets, rights, obligations, shares or other property instruments that the Financial Supervisory Authority, in its capacity as a resolution authority, intends to transfer, in view of the circumstances and, in particular, the need to maintain financial stability; b) must not favour or discriminate against any potential purchaser; c) must be free from any conflict of interest; d) should not confer any undue advantage on any potential purchaser; e) must take into account the need for resolution action to be carried out rapidly; f) the aim must be to maximise the selling price of shares or other property, assets, rights or obligations in question. (2) In compliance with the criterion provided in par. ((1) lit. b), the criteria provided in par. ((1) shall be without prejudice to the right of the Financial Supervisory Authority, in its capacity as a resolution authority, to contact potential buyers. + Section 3 Bridge institution tool + Article 88 ((1) In order for the bridge institution instrument to be effective and to take into account the need to maintain critical functions within the bridge institution, the Financial Supervisory Authority, as the resolution authority, shall be empowered. transfer to a bridge institution: a) shares or other property instruments issued by an insurer subject to resolution; b) any of the assets, rights or obligations of one or more insurers subject to resolution. (2) The transfer provided in par. (1) may take place without obtaining the consent of the insurer's shareholders subject to resolution or any third party other than the bridge institution, and without complying with any procedural requirement provided by Law no. 32/2000 , with subsequent amendments and completions, and the regulations issued in its application, in compliance with the provisions of art. 139. (3) Before the establishment of the bridge institution, the Financial Supervisory Authority, as the competent authority, will carry out an analysis of its viability in order to achieve the objectives for which it will be authorized. + Article 89 (. The bridge institution shall be a legal person who cumulatively meets the following requirements: a) is controlled by the Financial Supervisory Authority, in its capacity as a resolution authority; b) is created in order to receive and hold some or all of the shares or other property instruments issued by an insurer subject to resolution or some or all of the assets, rights and obligations of one or more of the insured insurers resolution, with a view to preserving access to critical functions and selling them. (2) In the event that the Insurance Guarantee Fund will operate and will be authorized according to this law to exercise the competence of a bridge institution, its activity will be distinctly highlighted. + Article 90 If the institution applies the bridge institution, the Financial Supervisory Authority, in its capacity as a resolution authority, shall ensure that the total value of the obligations related to the insurance contracts transferred to the bridge institution does not exceeds the total amount of rights and assets transferred from the insurer subject to resolution. + Article 91 Any consideration shall be paid by the bridge institution, in compliance with the provisions of art. 73 73, in favour of: a) the owners of the shares or instruments of ownership, if the transfer to the bridge institution was made by transferring the shares or instruments of ownership issued by the insurer in resolution from the holders those actions or instruments at the institution; b) insurers subject to resolution, if the transfer to the bridge institution was made by transferring in whole or in part the assets or obligations of the insurers subject to the resolution at the bridge institution. + Article 92 If the institution applies the bridge institution, the Financial Supervisory Authority, in its capacity as a resolution authority, may exercise the transfer power repeatedly to carry out additional transfers of shares or of other property instruments issued by the insurer in resolution or, as the case may be, of other assets, rights or obligations of the insurer subject to resolution. + Article 93 ((1) Following the application of the bridge institution instrument, the Financial Supervisory Authority, in its capacity as a resolution authority, may transfer: a) shares or other property or assets, rights or obligations from the bridge institution to a third party; b) rights, assets or obligations from the bridge institution back to the insurer subject to resolution or actions or other property instruments back to their original owners, and the insurer subject to the resolution or the original owners have the obligation to rereceive them, provided that this is expressly stipulated in the instrument by which the transfer was made or if the conditions of transfer are not met. ((. Such a transfer back may be made at any time and in accordance with any other conditions laid down under that instrument for the purpose in question. + Article 94 (1) In the framework of the exercise of the freedom to provide services or the right of establishment, the bridge institution shall be considered to be a continuation of the insurer subject to the resolution and may continue to exercise all the rights exercised by it. (2) For other purposes, the Financial Supervisory Authority, in its capacity as a resolution authority, may require that a bridge institution be considered as a continuation of the insurer subject to resolution and may continue to exercise all the rights exercised by it. + Article 95 The governing body or the senior management of the bridge institution shall be responsible for the failure or omission of the performance, in bad faith or gross negligence, of the duties provided for by law. + Article 96 (. The operation of a bridge institution shall comply with the following requirements: a) the content of the documents on the establishment of the bridge institution is approved by the Financial Supervisory Authority, in its capacity as a resolution authority; b) depending on the structure of the establishment of the bridge institution, the Financial Supervisory Authority, in its capacity as a resolution authority, shall appoint or approve the governing body of the institution; c) The Financial Supervisory Authority, in its capacity as a resolution authority, approves the remuneration of the members of the management body and establishes their responsibilities; d) The Financial Supervisory Authority, in its capacity as a resolution authority, approves the strategy and risk profile of the institution; e) the bridge institution is authorized in accordance with the provisions Law no. 32/2000 , with subsequent amendments and completions, and with the regulations in matters issued by the Financial Supervisory Authority; f) the bridge institution operates in accordance with the framework of the European Union on State aid and the Financial Supervisory Authority, in its capacity as a resolution authority, may, accordingly, provide for restrictions on the its activity. ((. Without prejudice to the provisions of paragraph 1. ((1) lit. e) and if necessary to meet the objectives of the resolution, the bridge institution may be constituted and authorized according to art. 104 104 at the beginning of its operation In this regard, the Directorate of the Financial Supervisory Authority exercising the resolution function shall submit a request to the directorate exercising the supervisory function. If it decides to grant such authorization, the Financial Supervisory Authority, in its capacity as competent authority, indicates the range in which the bridge institution will operate with the share capital below the level provided by law. + Article 97 In compliance with any restrictions applied in accordance with European Union or national competition rules, the management of the bridge institution shall manage the bridge institution in order to maintain access to critical functions and the sale of the insurer, the assets, rights or obligations to one or more insurers, if the conditions are favourable. + Article 98 The Financial Supervisory Authority, in its capacity as a resolution authority, decides that a bridge institution no longer represents a bridge institution in accordance with the provisions of art. 89 in any of the following situations: a) merging the bridge institution with another entity; b) the bridge institution no longer complies with the requirements of art. 89 89; c) transfer in full or in part of the assets, rights or obligations of the bridge institution to a third party; d) up to two years from the date on which the last transfer was made from an insurer subject to resolution or at the end of the extension period granted according to art. 100 100; e) the assets of the bridge institution are fully liquidated and its obligations are fully paid. + Article 99 (1) If the Financial Supervisory Authority, in its capacity as a resolution authority, intends to sell the bridge institution or its assets, rights or obligations, it shall ensure that they are put up for sale in a manner open and transparent and that the sale does not significantly distort them, and no potential buyer is unduly favoured or discriminated against in the sale. (2) Sales according to par. ((1) are carried out under legal conditions, with consideration of the circumstances and in accordance with the legal framework on state aid. + Article 100 The Financial Supervisory Authority, in its capacity as a resolution authority, may extend the period provided for in art. 98 lit. d), with the notification of the Competition Council for the exercise of legal powers, with one or more additional periods of one year, in case such an extension: a) supports the realization of one of the situations provided in art. 98 lit. a), b), c) or e); or b) is necessary to ensure the continuity of essential insurance services. + Article 101 All decisions of the Financial Supervisory Authority, in its capacity as a resolution authority, to extend the period provided for in art. 98 lit. d), shall be reasoned and shall include a detailed assessment of the situation justifying the extension, including the conditions and prospects of the market. + Article 102 ((1) If the operation of a bridge institution ceases in the situations referred to in art. 98 lit. c) or d), the bridge institution shall be liquidated in accordance with insolvency proceedings. (2) In compliance with art. 73, all proceeds resulting from the termination of the operation of the bridge institution shall return to the shareholders of the bridge institution. + Article 103 Where a bridge institution is used for the purpose of transferring assets and obligations belonging to a number of insurers subject to resolution, the obligation laid down in art. 99 99 para. ((1) refers to the assets and obligations transferred from each of these insurers subject to resolution, and not to the bridge institution. + Article 104 (1) The Financial Supervisory Authority, as the competent authority, may decide to approve the establishment of an authorized bridge institution in accordance with the provisions of the Law no. 32/2000 , with subsequent amendments and completions, with a share capital established below the level provided by the regulations issued by the Financial Supervisory Authority in application of the provisions Law no. 32/2000 , with subsequent amendments and completions, but which cannot be less than the equivalent in lei of two million euros. The Financial Supervisory Authority shall notify, in this case, the authorisation of the bridge institution and the European Commission, together with the motivation of the level established for the share capital. ((2) The authorisation of the bridge institution shall be subject to compliance with the legal framework on State aid. + Article 105 When establishing a bridge institution authorized by the Financial Supervisory Authority, as the competent authority, the Financial Supervisory Authority shall appoint the persons who provide the management of the structures responsible for the activities risk management, internal audit, compliance, as well as any other activities that may expose the institution-bridge to significant risks. + Article 106 ((1) By way of derogation from provisions art. 10 10 para. ((3) of Law no. 31/1990 , republished, with subsequent amendments and completions, a bridge institution authorized by the Financial Supervisory Authority may be constituted as a joint stock company with a single shareholder. (2) Provisions art. 9 9 para. ((2) and art. 111 111 para. ((2) lit. b1) of Law no. 31/1990 , republished, with subsequent amendments and completions, does not apply to the bridge institution authorized by the Financial Supervisory Authority. The application of this paragraph shall be subject to the legal framework for State aid. + Article 107 The Financial Supervisory Authority shall establish by its own regulations the documentation under which the establishment of the bridge institution is authorized in accordance with the provisions of this Law, as well as the content of the decision such bridge institutions. + Article 108 (1) The registration of the bridge institution in the commercial register shall be made on the basis of the articles of association and, as the case may be, of the authorization of establishment, within 24 hours from the submission of the documents to the trade register office in whose constituency the establishment of the bridge institution. (2) Within up to 30 days from the date of filing of the articles of association and, as the case may be, the authorization of establishment are filed and the other documents provided by law for the registration of a company according to Law no. 31/1990 , republished, with subsequent amendments and completions. (3) Failure to comply with par. (2) is sanctioned according to the provisions of art. 44 44 of Law no. 26/1990 on the trade register, republished, with subsequent amendments and completions. + Article 109 The start of the activity by the bridge institution authorized by the Financial Supervisory Authority takes place on the first working day following the date of registration of the bridge institution in the commercial register. + Article 110 In the insolvency proceedings applicable to the insurer subject to the resolution, the liquidator must ensure the execution of the provisions of the management body of the bridge institution to be met by the staff of the subdued insurer resolution. + Article 111 ((1) If the sale of the authorized bridge institution by the Financial Supervisory Authority is carried out by selling the shares, from the time of their sale, the insurer which operated as the bridge institution must meet all the conditions provided by Law no. 32/2000 , with subsequent amendments and completions, for the operation of an insurer, including the minimum capital requirement. (2) In the situation referred to in par. ((1), the authorisation of the insurer which has functioned as a bridge institution and which meets the requirements laid down by Law no. 32/2000 , with subsequent amendments and completions, it still produces effects for an indefinite period. + Section 4 Asset separation tool + Article 112 ((1) In order for the asset separation instrument to be effective, the Financial Supervisory Authority, in its capacity as a resolution authority, is competent to transfer the assets, rights or obligations of an insurer subject to resolution or of a bridge institution to one or more asset management vehicles. (2) The transfer provided in par. (1) may take place, in compliance with art. 138-140 138-140, without obtaining the consent of the shareholders of the insurers subject to resolution or any third party, other than the bridge institution, and without complying with any procedural requirement provided by law. + Article 113 For the purposes of the asset separation instrument, an asset management vehicle shall be a legal entity that cumulatively meets the following requirements: a) is controlled by the Financial Supervisory Authority, in its capacity as a resolution authority; b) was created in order to receive, in part or in full, the assets, rights and obligations of one or more insurers subject to resolution or a bridge institution. + Article 114 The asset management vehicle shall manage the assets that are transferred to it in order to protect them for sale or orderly liquidation. + Article 115 An asset management vehicle shall operate if the Financial Supervisory Authority, in its capacity as a resolution authority: a) approve the content of the documents on the establishment of the asset management b) appoint or approve the management body of the asset management vehicle; c) approve the remuneration of the members of the management body and determine their responsibilities; d) approve the strategy and risk profile of the asset management vehicle. + Article 116 The Financial Supervisory Authority, in its capacity as a resolution authority, may exercise the competence provided for in art. 112 112 to transfer assets, rights or obligations, only in compliance with one of the following conditions: a) the situation on the specific market of those assets is such that their liquidation in the ordinary insolvency proceedings could have a negative effect on one or more financial markets; b) such a transfer is necessary to ensure the proper functioning of the insurer subject to resolution or establishment; or c) such a transfer is necessary to maximize the proceeds of the liquidation. + Article 117 If the asset separation instrument applies, the Financial Supervisory Authority, in its capacity as a resolution authority, shall determine the consideration in exchange for which the assets, rights and obligations are transferred to the asset management vehicle, in accordance with the principles established by law and the legal framework on State aid. + Article 118 Any consideration paid by the asset management vehicle and portfolios directly acquired from the insurer subject to the resolution shall be realized on the insurer subject to the resolution, in compliance with the provisions of art. 72. The consideration may take the form of an asset management vehicle claim. + Article 119 Where the bridge institution instrument has been applied, an asset management vehicle may, after application of the bridge institution, acquire assets, rights or obligations from the bridge institution. + Article 120 (1) The Financial Supervisory Authority, in its capacity as a resolution authority, may transfer assets, rights or obligations from the insurer subject to resolution to one or more asset management vehicles on several occasions and may transfer back assets, rights or obligations from one or more asset management vehicles to the insurer subject to resolution, if the conditions laid down in art. 121. (2) The insurer subject to the resolution has the obligation to rereceive any such assets, rights or obligations. + Article 121 (1) The Financial Supervisory Authority, in its capacity as a resolution authority, may transfer back rights, assets or obligations from the asset management vehicle to the insurer subject to resolution, in one of the following situations: a) where the possibility that those rights, assets or obligations are transferred back is expressly specified in the instrument by which the transfer was made; b) in a situation where those rights, assets or obligations do not fulfil the conditions of transfer or fall within the category of rights, assets or obligations specified in the instrument by which the transfer was made. (2) In any of the situations referred to in par. ((1), the transfer back may be made at any time and shall comply with any other conditions laid down in that instrument for the purpose in question. + Article 122 Transfers between the insurer subject to the resolution and the asset management vehicle must be subject to the safety mechanisms regarding partial ownership transfers provided by law. + Article 123 Shareholders or creditors of the insurer subject to resolution and other third parties whose assets, rights or obligations relating to the portfolios of insurance contracts are not transferred to the asset management vehicle shall have no right to the assets, rights or obligations transferred to the vehicle for the management of the assets, the management body or its senior management or related thereto. + Article 124 The objectives of the asset management vehicle do not imply any obligation or responsibility of it to the shareholders or creditors of the insurer subject to the resolution, and the governing body or senior management responds civilly to failure to perform or omission of fulfilment in bad faith or gross negligence of the duties provided by law. + Section 5-a Reducing the amount of capital instruments + Article 125 The power to reduce the amount or conversion of debts into relevant capital instruments may be exercised either: a) independent of the resolution measure; or b) together with a resolution measure, if the conditions for triggering the resolution procedure provided for by the law are met. + Article 126 The Financial Supervisory Authority, as a resolution authority, has the power to reduce or convert debt into relevant capital instruments. + Article 127 The Financial Supervisory Authority, as the resolution authority, shall exercise its competence as provided for in art. 126 in accordance with the legal provisions, without delay, regarding the relevant capital instruments issued by an insurer, if one of the following conditions is fulfilled: a) if the Financial Supervisory Authority has determined that all the conditions for triggering the resolution provided for by the law have been fulfilled before the application of a resolution measure; b) The Financial Supervisory Authority, as the competent authority, determines that, if that competence is not exercised with regard to the relevant capital instruments, the insurer will cease to be viable. + Article 128 An insurer shall be deemed to be no longer viable if the following conditions are met cumulatively: a) the insurer is in the process of or is likely to enter a situation of difficulty; b) alternative measures in the private sector, supervisory measures, including an early intervention measure, with the exception of the measure to reduce the amount or conversion of capital, taken individually or combined with another resolution measure, are not likely to remove the insurer's situation of difficulty; c) there is no reasonable prospect that entry into a situation of the insurer's difficulty could be prevented in due time by any measure, whether an alternative measure of the private sector or a supervisory measure, including an early intervention measure, outside a measure to reduce the amount or conversion of debts into relevant capital instruments, taken individually or in combination with a resolution action. + Article 129 For the purposes of art. 128 lit. a), it is considered that an insurer enters or is likely to enter a situation of difficulty if one of the conditions provided in art. 43 43 para. ((1) is fulfilled. + Article 130 The Financial Supervisory Authority shall ensure that, if the conclusion referred to in art. 129, the direction which exercises the supervisory function shall immediately inform the direction which exercises the resolution function. + Article 131 (1) Before exercising its power to reduce or convert debt into equity instruments, the Financial Supervisory Authority, as a resolution authority, shall ensure that an asset, debt and debt assessment is carried out. the insurer's own capital, in accordance with the provisions of this Law. (2) For the purposes of paragraph ((1), the assessment is the basis for calculating the value reduction to be applied to the relevant capital instruments in order to absorb the losses and the level of conversion to be applied to the relevant capital instruments in the purpose of recapitalisation of + Article 132 Where the principal amount of the relevant capital instruments is reduced, the following shall apply: a) the reduction of the value of that instrument is permanent, in compliance with any increase in accordance with the refund mechanism following the definitive assessment carried out, in which case a mechanism for increasing the value may be applied claims to repay creditors and, subsequently, shareholders, up to the level deemed necessary; b) to the holder of the relevant capital instrument does not subsist any debt within or in relation to the value with which the instrument has been reduced, except for debts already maturing and compensation due, which may arise as a result a challenge in court of the legality of the exercise of the power to reduce the amount or conversion of debts into relevant capital instruments; c) no compensation is paid to the holders of the relevant capital instruments. + Chapter V Safety mechanisms + Article 133 The Financial Supervisory Authority shall ensure that, in cases where one or more resolution tools have been applied and, in particular, within the meaning of art. 135, transfer only certain parts of the rights, assets and liabilities of the insurer under resolution, the shareholders and those creditors whose claims have not been transferred receive as settlement of their claims an amount at least equal to that which would have received it if the insurer in the resolution had been liquidated by insolvency proceedings at the time of the decision on the application of the resolution measures. + Article 134 (1) In order to assess whether the shareholders and creditors would have benefited from better treatment if the insurer in the resolution had followed a normal insolvency procedure, the Financial Supervisory Authority, as the The resolution authority shall ensure that an assessment is carried out by a financial auditor, the legal person, as soon as possible, after the measure or resolution measures have been taken. This assessment is distinct from the assessment carried out in accordance with the provisions of 55-66. (2) The assessment provided in par. ((1) identifies: a) the treatment that the shareholders and insurance creditors would have received, if the insurer in the resolution had entered the usual insolvency proceedings when deciding on the resolution measures; b) the effective treatment of which the shareholders and creditors have benefited in the resolution of the insurer in the resolution; and c) the existence of a possible difference between the treatment provided in lett a) and the one provided in lett. b). (. The assessment shall take into account: a) the assumption that the insurer in the resolution would have entered the usual insolvency proceedings at the time of the decision on the resolution measures; b) the assumption that the measure or the resolution measures would not have been taken. + Article 135 If the assessment carried out in accordance with the provisions of art. 134 establishes that any of the shareholders or creditors referred to in art. 133 accumulated higher losses than those they would have recorded if the insurer had been liquidated through the usual insolvency procedure, either of which has the right to pay the difference from the financing mechanisms of the resolution. + Article 136 The Financial Supervisory Authority, as the resolution authority, shall ensure that the protection measures apply in the following cases: a) in the event that the Financial Supervisory Authority, as a resolution authority, transfers a party, but not the totality of the assets, rights or liabilities of an insurer in resolution to another insurer or, in the exercise of the resolution instrument, from an institution-deck or asset management vehicle to another insurer; b) in the event that the Financial Supervisory Authority, as the resolution authority, exercises the power to ask the competent court that in order to protect the insurance creditors to cancel or amend the terms of a contract to which the insurer in the resolution is a party or the power to substitute for another recipient as a signatory party. + Article 137 The Financial Supervisory Authority, as the resolution authority, will establish by its own regulations the categories of contracts to which the protection measures apply and the conditions for the implementation of the safety mechanisms provided for in this Chapter. + Chapter VI Right to appeal and exclusion of other measures + Article 138 (1) Decisions on the taking of a measure to prevent crises or to exercise a competence from those laid down by law, other than those relating to crisis management measures, may be challenged by the insurer at the Litigation Section administrative and fiscal of the Bucharest Court of Appeal, within 10 days from the date of communication, under penalty of decay. (2) The appeal shall be judged expeditiously and in particular. The court's ruling can be appealed, according to the law. + Article 139 (1) Any person affected by a decision to take a crisis management measure may challenge the decision according to the provisions of art. 138 138 para. ((1). (2) The courts, in order to settle the appeal, use complex economic assessments of the situations carried out by the Financial Supervisory Authority, as the resolution authority. + Article 140 (. The use of a dispute shall not suspend the effects of the decision of the Financial Supervisory Authority, as the contested resolution authority, which is enforceable. (2) In a situation where this is necessary to protect the interest of third parties who, acting in good faith, have bought shares or other property, assets, rights or obligations of an insurer subject to resolution, in the use of resolution tools or the exercise of resolution powers by the Financial Supervisory Authority as resolution authority, the cancellation of a decision taken by the Financial Supervisory Authority affect any administrative act subsequently adopted and no transaction concluded subsequently based on its annulled decision. In this case, the remedies that may be ordered in connection with a decision or the injurious measure of the Financial Supervisory Authority, as the resolution authority, are limited to the granting of compensation by the Financial supervision for losses incurred by the claimant as a result of the decision or measure. + Chapter VII Financing mechanisms + Article 141 In order to ensure the effective application of resolution tools and powers by the Financial Supervisory Authority as a resolution authority, the Resolution Fund for insurers, the resources of which shall be resourced, shall be established. use according to the objectives of the resolution and principles stipulated in art. 40 40 and 44. + Article 142 The resolution fund for insurers is administered by the Insurance Guarantee Fund. + Article 143 For the purpose of the exercise by the Insurance Guarantee Fund of its functions as administrator of the Resolution Fund for insurers, the Financial Supervisory Authority shall issue regulations on its operation, in days from the date of entry into force of this Law. + Article 144 (. The resolution fund for insurers shall be the following financial sources: a) contributions from all authorised insurers in accordance with Law no. 32/2000 , with subsequent amendments and completions; b) interest and late payment penalties from late payment of contributions by insurers; c) loans or loans obliging by issuance of securities of the Guarantee Fund, as administrator of the Resolution Fund, and other forms of financial support from institutions, financial institutions or other parties third, in cases where the amounts charged by way of contributions referred to in point (a) a) are insufficient to cover losses, costs or other expenses incurred by the application of resolution tools. By exception to the provisions Law no. 213/2015 , these operations shall be carried out by the Guarantee Fund as administrator of the Resolution Fund. (2) Insurers shall pay to the Insurance Fund the contributions provided in par. ((1) lit. a) in national currency-leu. (3) The Insurance Guarantee Fund, in its capacity as manager of the Resolution Fund for insurers, is required to invest the available financial resources of the Resolution Fund for insurers in low-grade assets. risk, in a sufficiently diversified manner. (4) The Insurance Guarantee Fund, in its capacity as Trustee for the Insurers Resolution Fund, must establish the resolution Fund's resource investment strategy for insurers and review it annually or with a higher frequency if required. (5) The strategy on investing the resources of the Resolution Fund for insurers has as main objectives the minimization of risk and liquidity of placements, and as a complementary objective their yield. The criteria for selecting placements will be quantified and ranked according to these 3 objectives. + Article 145 ((1) The resources of the Resolution Fund for insurers shall be used on the basis of the decision of the Financial Supervisory Authority, as the resolution authority, and only for the purposes provided in art. 146. (2) The financing mechanisms provided for in art. 146 146 para. (1) will be carried out in compliance with the legal framework on state aid. + Article 146 (1) The use of the resources of the Resolution Fund for insurers may be decided by the Financial Supervisory Authority, as the resolution authority, to cover the needs related to the application of resolution tools, Purpose: a) the guarantee of the assets or obligations of the insurer subject to resolution, of a bridge institution or of an asset management vehicle; b) the granting of loans to the insurer subject to resolution, to a bridge institution or to an asset management vehicle; c) the transfer of assets and the insurance portfolio of the insurer subject to resolution; d) the financing necessary for a bridge institution or an asset management vehicle; e) the payment of compensation to shareholders or creditors, if they have accumulated losses higher than those they would have recorded, if the insurer had been liquidated by insolvency proceedings; f) repayment of the contracted loans and their associated costs; g) any combination of the measures provided for in lett. a)-f). ((2) The resources of the Resolution Fund for insurers may be used to take the measures provided in par. ((1) and in relation to an eventual acquirer, within the framework of the instrument for the sale of activity and the portfolio. + Article 147 The resources of the Resolution Fund for insurers cannot be used directly to absorb the losses of an insurer. Where the use of the resources of the Resolution Fund for insurers for the purposes referred to in art. 146 has as an indirect effect the transfer to this mechanism of financing part of the losses of an insurer, the principles provided by art. 44. + Article 148 Financial resources collected under art. 147 may be used exclusively for the purposes referred to in art. 146. + Article 149 The amounts received from insurers subject to resolution or from the bridge institution, interest and other income generated by investments are affected by the replenishment of the Resolution Fund for insurers. + Article 150 The Insurance Guarantee Fund, as the Trustee of the Resolution Fund, is empowered to take out loans or other forms of support from credit institutions, financial institutions or other third parties where the amounts are secured. collected under art. 144 144 para. (1) are not sufficient to cover losses, costs, other expenses incurred by the use of the Resolution Fund for insurers or those intended for the application of resolution tools. + Article 151 Until the establishment at a sufficient level of the Resolution Fund for insurers according to the provisions of art. 141, the financial resources of the Insurance Guarantee Fund can be used to cover the needs related to the application of the resolution measures, which will be fully reimbursed by the Resolution Fund for insurers, on the measure of supplying it with the financial resources provided by law. + Article 152 (1) Contributions due to the Resolution Fund by insurers shall be calculated separately on the two categories of insurance, respectively general insurance and life insurance, based on their monthly accounting records, applying a quota percentage established according to the provisions of para. ((3). (2) The percentage share of contributions will not be able to exceed 1% of the gross premiums collected by insurers from direct insurance activity. (3) The percentage share shall be established distinctly for the two categories of insurance, by regulations of the Financial Supervisory Authority, on the proposal of the Insurance Guarantee Fund, as administrator of the Resolution Fund. (4) In case of deficit of the Resolution Fund, in order to cover the obligations arising from the application of this law, the Financial Supervisory Authority may increase during the year the percentage share taken into account when determining the contribution, with compliance with the limit provided in par. ((2). (5) The contribution of insurers to the Resolution Fund shall be distinguished distinctly in the accounts of the Insurance Guarantee Fund as administrator of the Resolution Fund. + Article 153 (1) The contribution due to the Resolution Fund by the insurers shall be transferred monthly to the account of the Insurance Guarantee Fund, as administrator of the Resolution Fund, by insurers, in national currency-leu, until the last day working of the month following that for which the reporting is made. (2) Contributions due and transferred to the account of the Insurance Guarantee Fund, as administrator of the Resolution Fund, by insurers shall not be returned. + Article 154 ((1) The insurers are obliged to draw up and submit monthly to the Insurance Guarantee Fund, as administrator of the Resolution Fund, until the last working day of the current month for the previous month, the reports on how establishing and turning the contribution due, distinctly on the two categories of insurance, respectively general insurance and life insurance. (2) With the transmission of the reports, the insurers shall attach a declaration on their own responsibility, under the signature of their legal representative, under the sanctions provided for by Law no. 286/2009 on the Criminal Code, with subsequent amendments and completions, for crimes of deception and/or of false statements, certifying that the data and/or information transmitted are real, correct and complete. + Article 155 (1) The act establishing and individualizing the obligation to pay an insurer to the fund provided for in art. 141, issued by the Financial Supervisory Authority, constitutes, according to the law, a debt instrument. (2) On the due date, the debt title becomes enforceable, under which the Financial Supervisory Authority will trigger the forced debt recovery procedure, according to the provisions Law no. 134/2010 on the Code of Civil Procedure, republished. ((3) The amounts transferred to the Insurance Guarantee Fund, as the administrator of the Resolution Fund, by insurers as a contribution can only be pursued for the fulfilment of the obligations for which they were constituted. (4) For the non-payment of the amounts due to the Insurance Guarantee Fund, as administrator of the Resolution Fund, interest and late payment penalties shall be applied, calculated in accordance with the regulations applicable to collecting tax claims. Interest and penalties will be transferred to the account of the Insurance Guarantee Fund, as administrator of the Resolution Fund. + Chapter VIII Privacy + Article 156 The following persons and authorities have the obligation to keep the confidentiality of all the information they have access to and that they manage according to the present law: a) the Financial Supervisory Authority, as a resolution authority and competent authority; b) resolution administrators or temporary administrators appointed in accordance with the provisions of this law; c) potential buyers, both those contacted by the Financial Supervisory Authority, as competent authority and those offered by the Financial Supervisory Authority, as resolution authority, regardless of whether this contact or tendering has taken place or not in the preparation for the use of the business and portfolio sales instrument or whether or not the offering has led to a purchase; d) auditors, accountants, legal and professional advisers, assessors and other experts directly or indirectly employed by the Financial Supervisory Authority, as a resolution authority or competent authority, or by purchasers potential referred to in point. c); e) Insurance Guarantee Fund; f) other authorities involved in the resolution process; g) the bridge institution or the asset management vehicle involved; h) any other person who provides or has provided services, directly or indirectly, permanently or occasionally, to the entities referred to in lett. a)-g); i) senior management, members of the management body and employees of the insurer in the resolution, during and after their appointment. + Article 157 ((1) Without prejudice to the general nature of the requirements laid down in art. 156, persons referred to in art. 156 it is prohibited to disclose confidential information received in the exercise of their professional activities or from the Financial Supervisory Authority, as a competent authority or resolution authority, in relation to their duties under this law, to any person or authority, with the following exceptions: a) disclosure is made in the exercise of their duties under this law; b) information is provided in general or in aggregate form, so that the insurers in resolution cannot be identified; c) there is the express and prior consent of the authority, of the insurer in the resolution who provided the respective information. (2) Persons referred to in art. 156 assess the effects that disclosure of confidential information could have on the public interest in financial, monetary and economic policy, as well as on the commercial interests of individuals and legal entities and the purpose of inspections, investigations and audit missions. (3) The procedure for assessing the effects of disclosure of confidential information includes a specific assessment of the effects of any disclosure of the content and details of the recovery and resolution plan and of the outcome of the assessments compliance with the provisions of this law (4) Persons or entities referred to in art. 156 respond to civil, under the law, for damages caused by the disclosure of information in violation of the provisions of this chapter. + Article 158 ((. This Chapter shall not prevent: a) the employees and experts of the entities referred to in 156 lit. a)-h) to exchange information among themselves within each individual entity; b) The Financial Supervisory Authority, as a resolution authority and competent authority, including its employees and experts, to share information with each other, as well as with other resolution authorities or competent authorities of the European Union, subject to strict compliance with the confidentiality requirements, with a potential purchaser, for the purpose of planning or applying a resolution action. ((. Without prejudice to any other provisions of this Chapter, the exchange of information shall be permitted: a) with any other person, in compliance with the requirements relating to the strict retention of confidentiality, in the event that it is necessary for the planning or application of a resolution action; b) with the investigative committees of the Romanian Parliament and the Court of Accounts of Romania, under appropriate conditions; c) with the authorities responsible for insolvency proceedings, the supervisory authorities of other financial sector entities, the authorities responsible for the supervision of banking markets, and the staff with verification tasks at on the spot acting on their behalf, with the authorities responsible for maintaining the stability of the financial system in the Member States through the use of macro-prudential rules, the authorities responsible for safeguarding stability the financial system and the persons responsible for the achievement statutory audit. + Article 159 The provisions of this Chapter shall be without prejudice to the provisions of the criminal law on disclosure of information in criminal or civil cases. + Chapter IX Final provisions + Article 160 The Financial Supervisory Authority, both as competent authority and as a resolution authority, shall issue regulations in application of the provisions of this Law on: a) the powers of the Financial Supervisory Authority on early intervention measures; b) the conditions necessary for the application of early intervention measures; c) identification of situations in which an insurer is deemed to be in the process of entering into difficulty or is likely to get into difficulty; d) the evaluation and decision-making process of resolution; e) establishing the elements necessary for the effectiveness of the sales instrument; f) the circumstances appropriate to the application of the recapitalisation measures taking into account the factors g) transparency rules applied to the use of resolution tools; h) the critical services that the Financial Supervisory Authority may request from the institutions under resolution to allow a recipient to effectively exercise an activity that has been transferred to him; i) the methodology used to determine the value of derivatives when an insurer is in the resolution process; j) details of the information, qualitative and quantitative indicators, as well as of the series of serious financial and macroeconomic crisis scenarios, relevant to the insurer's specific conditions, which include large-scale systemic events and relevant specific crises, which must be found in recovery plans; k) establishment of activities, services and operations falling within the category of critical functions, as well as criteria for establishing the lines of activity and associated services falling within the category of activity lines essential; l) the criteria for assessing the impact of an insurer's entry into difficulty on the insurance market, on other insurers; m) additional details and circumstances in which resolution measures may be applied; n) the criteria necessary to assess the application possibilities and the procedure for implementing the measures in the resolution plan. This law was adopted by the Romanian Parliament, in compliance with the provisions of art. 75 75 and art. 76 76 para. (2) of the Romanian Constitution, republished.
CHAMBER OF DEPUTIES PRESIDENT
VALERIU-STEFAN ZGONEA
SENATE PRESIDENT
CĂLIN-CONSTANTIN-ANTON POPESCU-TARICEANU Bucharest, October 26, 2015. No. 246. + Annex
Information to be included
of the insurer in the recovery plan 1. A summary of the most important elements of the plan and a presentation of the insurer's overall recovery capacity 2. A summary of the significant changes in the insurer's situation from the last recovery plan submitted 3. A communication and information plan to present how the insurer intends to manage any negative market reactions 4. Range of equity and liquidity shares, required to be undertaken to maintain or restore the insurer's viability and financial position 5. An estimate of the timing of implementation of each important aspect of the plan 6. A detailed description of any significant obstacles to the effective and timely realization of the plan 7. Identification of critical functions 8. A detailed description of the processes used to determine the value and marketability of the underlying business lines, the insurer's operations and assets 9. A detailed description of how recovery planning is integrated into the insurer's stewardship framework as well as policies and procedures for approving the recovery plan and identifying individuals responsible for preparation and implementation of the plan 10. Mechanisms and measures for the preservation or reconstitution of the insurer's own funds 11. Mechanisms and measures to ensure that the insurer has access to emergency funding sources 12. Mechanisms and measures to reduce risk and leverage 13. Mechanisms and debt restructuring measures 14. Mechanisms and measures to restructure the lines of activity 15. Mechanisms and measures necessary to maintain continuous access to the infrastructures of financial markets 16. Arrangements and measures necessary to maintain the continuous operation of the insurer's operational processes, including infrastructure and IT services 17 17. Preparatory mechanisms intended to facilitate the sale of assets or lines of activity within an appropriate time frame to restore financial soundness 18 18. Other management actions or strategies designed to restore financial soundness and the anticipated financial effect of these actions or strategies 19 19. The preparatory measures it has taken or intends to take the insurer to facilitate the implementation of the recovery plan, including the necessary measures to enable timely recapitalisation of the recovery plan. 20. A framework of indicators identifying the situations in which the appropriate measures provided for in the plan can be taken -----