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Royal Decree 84/2015, 13 February, Which Develops The Law 10/2014, 26 June, Management, Supervision And Solvency Of Credit Institutions.

Original Language Title: Real Decreto 84/2015, de 13 de febrero, por el que se desarrolla la Ley 10/2014, de 26 de junio, de ordenación, supervisión y solvencia de entidades de crédito.

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TEXT

INDEX

Preliminary title. General provisions.

Article 1. Object.

Article 2. Scope.

Title I. Activity requirements.

Chapter I. Authorization, registration, and activity of credit institutions.

Section 1. Authorization and registration of banks.

Article 3. Authorization and registration of banks.

Article 4. Requirements for exercising the activity.

Article 5. Requirements for the request.

Article 6. Refusal of the request.

Article 7. Start of activities.

Article 8. Temporary limitations to the activity of the new banks.

Article 9. Authorization of banks subject to the control of foreign persons.

Section 2. Authorization of amendments to social statutes and structural modifications.

Article 10. Amendment of the social statutes.

Article 11. Authorization and registration of structural modifications operations.

Section 3. Revocation and expiration.

Article 12. Procedure for revocation and resignation.

Article 13. Expiration of the authorization.

Section 4. Cross-border Performance.

Article 14. Opening of branches and freedom to provide services in other Member States of the European Union by Spanish credit institutions.

Article 15. Opening of branches and free provision of services in non-EU Member States by Spanish credit institutions.

Article 16. Opening of branches and freedom to provide services in Spain by credit institutions of another Member State of the European Union.

Article 17. Opening of branches and free provision of services in Spain by credit institutions of non-EU Member States.

Article 18. Action by other credit institutions.

Article 19. Representative offices.

Section 5. Offices, agents, and delegation of functions.

Article 20. Offices of credit institutions.

Article 21. Agents of credit institutions.

Article 22. Delegation of the provision of services or the exercise of functions of credit institutions.

Chapter II. Significant shareholdings.

Article 23. Definition and computation of significant shareholdings.

Article 24. Information to be provided by the potential acquirer.

Article 25. Assessment of proposed acquisitions of significant shareholdings.

Article 26. Suspension of the assessment period.

Article 27. Information on the capital structure of credit institutions.

Article 28. Advertising of shareholdings.

Chapter III. Suitability, incompatibilities and high office registration

Article 29. Assessment of suitability.

Article 30. Commercial and professional honorability requirements.

Article 31. Knowledge and experience requirements.

Article 32. Ability to exercise good governance of the entity.

Article 33. Selection, control and assessment of eligibility requirements by credit institutions.

Article 34. Record of high charges.

Article 35. Limits on obtaining credits, guarantees and guarantees for the high positions of the entity.

Chapter IV. Corporate governance and remuneration policy.

Article 36. Corporate governance and remuneration policy obligations.

Article 37. Corporate governance and remuneration policy advertising obligations.

Article 38. Committee on appointments.

Article 39. Remuneration Committee.

Article 40. Monitoring of remuneration policies.

Article 41. Risk management function.

Article 42. Risk Committee.

Title II. Solvency of credit institutions.

Chapter I. Systems, procedures and mechanisms for risk management and capital self-assessment.

Article 43. Organization, risk management, and internal control requirements.

Article 44. Responsibility of the management board for risk taking.

Article 45. Implementation of the internal capital self-assessment process.

Article 46. Credit risk and counterparty risk.

Article 47. Residual risk.

Article 48. Risk of concentration.

Article 49. Risk of securitisation.

Article 50. Market risk.

Article 51. Risk of interest rates arising from activities outside the trading book.

Article 52. Operational risk.

Article 53. Liquidity risk.

Article 54. Risk of excessive leverage.

Article 55. Solvency regime applicable to branches of credit institutions of non-EU Member States.

Article 56. Exposures to the public sector.

Article 57. Adoption of measures to return to compliance with the solvency rules.

Chapter II. Capital mattresses.

Article 58. Combined requirement of capital buffers.

Article 59. Level of application of the capital conservation buffer.

Article 60. Calculation of the specific countercyclical capital buffer percentages of each entity.

Article 61. Fixing the percentages of the countercyclical mattresses.

Article 62. Identification of entities of global systemic importance.

Article 63. Identification of Other Entities of Systemic Importance.

Article 64. Buffer fixation for Other Entities of Systemic Importance.

Article 65. Joint application of the mattresses for EISM, OEIS and systemic risk buffer.

Article 66. Reporting obligations of the Banco de España in relation to the EISM and the OEIS.

Article 67. Setting of the systemic risk buffer.

Article 68. Systemic risk buffer fixation procedure of less than 3 percent.

Article 69. Method for fixing the systemic risk buffer between 3 and 5 percent.

Article 70. Systemic risk buffer fixation procedure greater than 5 percent.

Article 71. Advertising of mattresses against systemic risks.

Article 72. Recognition of the percentage of systemic risk buffer.

Article 73. Calculation of the maximum distributable amount.

Article 74. Obligations of the institution in the event of non-compliance with the combined buffer requirements.

Article 75. Content of the capital conservation plan.

Title III. Monitoring.

Chapter I. Target scope of the monitor function.

Article 76. Content of supervisory review and evaluation.

Article 77. Technical criteria for supervisory review and evaluation.

Article 78. Internal methods for calculating own resource requirements.

Article 79. Establishment of internal methods monitoring references for the calculation of own resource requirements.

Article 80. Permanent review of the authorization to use internal methods.

Chapter II. The subjective scope of the monitor function.

Article 81. Monitoring of consolidable groups.

Article 82. Inclusion of holding companies in consolidated supervision.

Article 83. Requests for information and checks on the activity of mixed portfolio companies.

Chapter III. Collaboration between monitoring authorities.

Article 84. Collaboration of the Banco de España with other competent authorities.

Article 85. Collaboration of the Banco de España with authorities of other countries in the framework of branch supervision.

Article 86. Operation of colleges of supervisors.

Article 87. Exchange of information on supervision on a consolidated basis.

Article 88. On-site checks of branch activity.

Article 89. Verification of information relating to entities in other Member States of the European Union.

Article 90. Joint decision.

Article 91. A procedure for the declaration of branches as significant and information obligations of the Banco de España in this respect.

Chapter IV. Reporting and publicity obligations.

Article 92. Advertising obligations of the Banco de España.

Article 93. Information with the prudential relevance of credit institutions.

Additional disposition first. Prior approval of the Additional Tier 1 and Tier 2 instruments.

Additional provision second. Integration of the Banco de España into the Single Supervisory Mechanism.

Additional provision third. Activities related to the stock markets.

Additional provision fourth. Authorisation for the transformation into banks of companies already incorporated.

Additional provision fifth. Composition of the bank of the banking foundations and requirements of commercial and professional honorability.

Additional provision sixth. Representatives of the entities attached to the Management Committee of the Deposit Insurance Fund.

Additional provision seventh. References to the repealed regulation.

First transient disposition. Transitional arrangements for the application of Article 458 of Regulation No 575 /2013/EU of 26 June 2013.

Second transient disposition. Procedures in progress.

Single repeal provision. Regulatory repeal.

Final disposition first. Amendment of the Implementing Regulation of Law 13/1989, of 26 May, of Credit Cooperatives, approved by Royal Decree 84/1993, of 22 January.

Final disposition second. Amendment of Royal Decree 2660/1998 of 14 December 1998 on foreign exchange in establishments open to the public other than credit institutions

Final disposition third. Amendment of Royal Decree 1332/2005 of 11 November 2005 implementing Law 5/2005, of 22 April, of supervision of financial conglomerates and amending other laws of the financial sector.

Final disposition fourth. Competence title.

Final disposition fifth. Incorporation of European Union law.

Final disposition sixth. Powers of development.

Final disposition seventh. No increase in expenditure.

Final disposition octave. Entry into force.

I

The smooth functioning of the financial system is essential for the efficient allocation of savings to finance economic activity. Credit institutions play a key role in this allocation. These are the main providers of financing to families, companies and public administrations and, in addition, the majority of household savings are deposited in them.

Due to the singularities of banking activity, the solvency of institutions is of vital importance for the smooth functioning of the financial sector as a whole. Among these singularities, it is important to highlight the intrinsic fragility of the transformation of assets and liabilities. Credit institutions tend to borrow in relatively short periods of time to subsequently grant funding at significantly higher deadlines. In normal circumstances, this lack of correspondence between asset and liability maturities is not worrying. However, the mere appearance of doubts as to the solvency of the institutions could trigger the massive withdrawal of the entity's deposits or their exclusion from the wholesale credit markets. These impediments to the refinancing of their assets could lead to a liquidity crisis and ultimately deteriorate the viability of an entity and the confidence in the banking system as a whole.

Additionally, unlike other sectors of the economy, credit institutions typically present significant exposures to other entities. These close financial links, coupled with the high levels of leverage with which institutions operate, cause the difficulties of a credit institution to deal with the service of its debt to be easily transmitted to the rest of the financial sector.

On the other hand, in periods of bonanza, the apparent reduction of the risk of the activities financed together with the appearance of benefits that reinforce the capital base of the entities, allows these to increase the rate of granting of credit. Similarly, in periods of recession, the increase in risk and the reduction of the capital base resulting from negative results lead the institutions to contract the grant of funding. In this way, the monetary supply of the economy experiences pro-cyclical behavior.

Traditionally this pro-cyclicity has been fundamentally fought through monetary policy. However, monetary policy is not effective when the balance sheets of financial institutions are seriously damaged. Indeed, the reduction in own resources levels resulting from the assumption of unexpected losses linked to the increased risk of exposures requires institutions to reduce credit in order to continue to meet the minimum requirements of capital required by regulation. The reduction of credit, in turn, prevents the transmission of monetary policy to the real economy.

These particularities cause financial crises to have a special impact on the real economy. Moreover, these effects are not limited to a timely contraction of aggregate demand, but also affect the growth potential of economies. Indeed, the interruption of the credit channel affects the two main sources of long-term growth by making it more difficult, on the one hand, to build up capital and, on the other, to finance those activities that generate progress. technology.

For these reasons, credit institutions are subject to comparable non-equivalence regulation in other economic activities. This regulation has been historically agreed at global level in order to avoid regulatory arbitrations between countries, which could generate artificial competitive advantages and lead to instability in the global financial system. At present it is the "Global Regulatory Framework for Strengthening Banks and Banking Systems" (Basel III), presented by the Basel Committee of Banking Supervisors in December 2010, the axis on which the prudential regulation pivots. " The implementation and adaptation of Basel III to the legal order of the European Union has taken place through two fundamental rules: Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on the prudential requirements for credit institutions and investment firms, and for amending Regulation (EU) No 648/2012 and Directive 2013 /36/EU of the European Parliament and of the Council of 26 June 2013 on access to the market the activity of credit institutions and the prudential supervision of credit institutions and undertakings in the investment, amending Directive 2002/87/EC and repealing Directives 2006 /48/EC and 2006 /49/EC.

II

Regulation (EU) No 1024/2013 of the Council of 15 October 2013, which entrusts the European Central Bank with specific tasks related to policies related to the prudential supervision of the European Central Bank, has recently entered into force. credit institutions. This Regulation approves the Single Supervisory Mechanism (SSM), which is composed of the European Central Bank and the National Supervisory Authorities, including the Banco de España. Regulation 1024/2013 is developed by Regulation (EU) No 468/2014 of the European Central Bank of 16 April 2014 establishing the framework for cooperation in the Single Supervisory Mechanism between the European Central Bank and the European Central Bank. competent national authorities and designated national authorities.

The SSM is one of the pillars of the Banking Union, together with the Single Resolution Mechanism, also recently created, underpinned by a single, comprehensive and detailed rulebook for financial services. of the internal market as a whole.

This measure involves the allocation to the SSM, and in particular the European Central Bank, of the supervisory functions, including those for the authorisation, revocation or imposition of sanctions on credit institutions, which traditionally The national authorities were carrying out. The European Central Bank therefore assumes the supervision of the entire banking system, exercising direct supervision over the most significant entities and indirect supervision over the least significant ones. The relevance of the implementation of the SSM for Spain is appreciated in the fact that 15 credit institution groups have been identified as significant representing more than 90% of the system's assets.

This change in the legal framework of powers in the field of supervision makes it necessary to adapt our legal system to the new reality, in particular the division of powers between the European Central Bank and the the Banco de España also addressed in this royal decree. Thus, Title I, which regulates the requirements to be met by credit institutions, includes the necessary adaptations of our legal order, eminently formal, in order to comply with this new supervisory framework established by the European Union, in particular in the field of authorisations, acquisition of significant holdings and assessment of the suitability of the high positions of credit institutions. For its part, Title II also includes appropriate adaptations to the SSM in relation to capital buffers. This scheme is, in turn, closed as provided for in the second provision, which reaches the functions considered, 'stricto sensu', of supervision, as provided for in Title III, on the principle that the European Central Bank exercises the direct supervision of the most significant entities and the Bank of Spain exercises it on the least significant ones.

III

The transposition of Directive 2013 /36/EU of 26 June 2013 has taken place in two stages. In a first phase, the Royal Decree-Law 14/2013 of 29 November, of urgent measures for the adaptation of Spanish law to the European Union regulations on supervision and solvency of financial institutions transposed those aspects The most urgent of the directive, the non-transposition of which could have made it difficult for the Bank of Spain to exercise the new powers conferred by the European Union's rules.

Later, Law 10/2014 of 26 June, of ordination, supervision and solvency of credit institutions, would be the full incorporation into the Spanish law of the provisions of the directive whose transposition specified rank legal. However, in addition to the transposition, the Law 10/2014 of 26 June provides for a recast in a single text of the main rules for the management and discipline of credit institutions which, until then, were dispersed in rules, dating back to 1946, and which, due to successive changes in the banking regulations, were, in many cases, difficult to understand.

Similarly, this royal decree is intended not only for the completion of the regulatory development of Law 10/2014 of 26 June, but also for the recasting of those standards with regulatory status in a single text. management and discipline of credit institutions. That is why this royal decree recast in a single text, on the one hand, the provisions on credit institutions of Royal Decree 216/2008 of 15 February, on the own resources of financial institutions, which must remain in force after the entry into force of Regulation (EU) No 575/2013 of 26 June 2013 and of Directive 2013 /36/EU of 26 June 2013 and, on the other hand, Royal Decree 1245/1995 of 14 July 1995 on the establishment of banks, cross-border activities and other matters relating to the legal status of credit institutions. To this end, the royal decree is based on three major titles. The first of these is the system of access to the activity of credit institutions which was largely contained in Royal Decree 1245/1995 of 14 July 1995. It should be noted, however, that the authorisation scheme provided for in this Title is limited to banks. Savings banks and credit unions shall be governed by their specific rules.

The main new developments introduced by Directive 2013 /36/EU of 26 June 2013 in this Title are contained in Chapter IV which deals with corporate governance and remuneration policy obligations. In terms of remuneration policy, this royal decree specifies the type of information to be published by the entities. The greater transparency in this area will allow the shareholders of the entity to exercise greater control over the quality of the higher charges.

In the matter of corporate governance, the functions to be performed by the three committees that already introduced Law 10/2014, of June 26, are developed. Among these functions is the obligation of the nomination committee to adopt measures to achieve gender equality among management positions.

Although the bulk of the solvency requirements are found in Regulation (EU) No 575/2013 of 26 June, Title II introduces certain provisions relating to this matter arising from Directive 2013 /36/EU. In particular, Chapter I of this Title requires entities to carry out a process of self-assessment of their capital levels, taking into account the nature, scale and complexity of their activities, and to have appropriate procedures to cover the main risks to which its activity is subject. In addition, this chapter clarifies the application of the Articles of Regulation (EU) No 575/2013 of 26 June relating to risk weights for the calculation of the capital requirements assigned to exposures in respect of Autonomous Communities and Local Corporations, as well as those of the agencies that are dependent on them. Thus, on the one hand, the application of the same weights as the General Administration of the State for the Autonomous Communities and Local Entities is established, while the Organic Law 8/1980, of 22 September, is considered to be the financing of the Autonomous Communities, the Royal Decree-Law 17/2014 of 26 December, of measures of financial sustainability of the Autonomous Communities and Local and other entities of an economic nature, the Organic Law 2/2012, of 27 April, Budgetary Stability and Financial Sustainability and the Royal Legislative Decree of 5 March, approving the recast text of the Local Government Law provides the appropriate legal framework to reduce its risk of default in the terms of Article 115.2 of Regulation (EU) No 575/2013 of 26 June 2013, requires. Similarly, bodies, entities and public entities which are dependent on an administration may be treated as equivalent to such treatment, as provided for in Article 116.4 of the said Regulation, provided that the Banco de España considers that there is no risk difference.

On the other hand, Chapter II of this Title develops one of the main innovations of Directive 2013 /36/EU of 26 June 2013: The Capital Mattress Scheme. In this way, credit institutions should maintain additional levels of Common Equity Tier 1 capital as required by Regulation (EU) No 575/2013 of 26 June 2013. Among such mattresses, the countercyclical buffer and the systemic risk buffer deserve special attention. The countercyclical buffer allows the Banco de España to demand additional ordinary Tier 1 capital requirements, in the cycle's bullish phases and to reduce these demands in the bearish phases. For its part, the systemic risk buffer allows the supervisor to require higher Common Equity Tier 1 requirements for exposures that are experiencing an evolution that could compromise the stability of the system. financial. With these mattresses, the micro-prudential supervisor of tools of an eminently macro-prudential nature is given that, along with monetary policy and fiscal policy, they could contribute to smooth economic cycles.

For its part, Title III develops the supervisory powers of the Banco de España. Thus, in addition to monitoring compliance with the various coefficients imposed by the solvency rules, Chapter I of this Title requires the national supervisor to be particularly vigilant of the internal methods used by the credit institutions to calculate their own funds requirements.

It is currently common to meet entities operating in several countries either through subsidiaries or through branches. For this reason, Chapters II and III of Title III define, respectively, the subjective scope of the supervisory role of the Banco de España and the framework for its collaboration with other competent authorities.

Among the final provisions, the final provision first amends the Regulation of the Development of Law 13/1989, of 26 May, of Credit Cooperatives approved by Royal Decree 84/1993, of 22 January, to adapt it the new legal regime derived from the approval of Law 10/2014, of June 26, and to this royal decree. In particular, the scheme of authorisations, revocation and expiry of credit unions is adapted.

The second final provision, for its part, amends Royal Decree 2660/1998 of 14 December 1998 on foreign exchange in establishments open to the public other than credit institutions. The objective is, on the one hand, to eliminate all the mentions of the management of transfers to the being a service of payment with reservation of activity for the providers of payment services defined in Law 16/2009, of 13 November, of services of payment, which transpose Directive 2007 /64/EC of the European Parliament and of the Council of 13 November 2007 on payment services in the internal market, amending Directives 97 /7/EC, 2002 /65/EC, 2005 /60/EC and 2006 /48/EC and amending Directive 2007 /64/EC of the European Parliament and of the Council Directive 97 /5/EC is repealed. Moreover, this provision corrects the incongruity of the co-existence of payment institutions entitled to carry out transactions in the sale of currency not linked to the provision of payment services (the former remesers), together with the with the other payment entities that could only exercise the currency purchase when this activity was their exclusive social object.

Finally, the amendment of Royal Decree 1332/2005 of 11 November 2005, implementing Law 5/2005, of 22 April, of supervision of financial conglomerates and amending other laws of the sector It is the culmination of the transposition of Directive 2011 /89/EU of the European Parliament and of the Council of 16 November 2011 amending Directives 98 /78/EC, 2002 /87/EC, 2006 /48/EC and 2009 /138/EC as regards the supplementary supervision of financial institutions which are part of a financial conglomerate. As the main novelty of Royal Decree 1332/2005 of 11 November 2005, it is noted that the method of calculating the capital adequacy requirements for regulated entities in the financial conglomerate called the book value/deduction is to be abolished. of the requirements.

This royal decree has been submitted to the Ministry of Finance and Public Administrations.

In its virtue, on the proposal of the Minister of Economy and Competitiveness, with the prior approval of the Minister of Finance and Public Administrations, according to the State Council and after deliberation by the Council of Ministers in their meeting of the day 13 February 2015,

DISPONGO:

PRELIMINARY TITLE

General provisions

Article 1. Object.

This royal decree aims to develop the provisions of Law 10/2014, of June 26, of management, supervision and solvency of credit institutions, in matters of access to the activity, solvency and regime requirements for the supervision of credit institutions.

Article 2. Scope.

1. This royal decree will apply to credit institutions established in Spain or to provide services in Spain and to the consolidated groups or sub-groups of credit institutions with a parent in Spain. It shall also apply, in accordance with the terms laid down in Law 10/2014 of 26 June 2014, to financial holding companies, mixed financial holding companies and groups of which they are a parent institution.

2. The provisions of Sections 1 to 3 of Chapter I of Title I shall apply only to banks, unless the specific rules of the savings banks and credit unions provide for otherwise.

TITLE I

Activity requirements

CHAPTER I

Authorization, registration, and activity of credit institutions

Section 1. Authorization and registration of banks

Article 3. Authorization and registration of banks.

1. It is up to the Banco de España to raise the European Central Bank with a proposal for authorization to access credit institution activity, prior to the report of the Executive Service of the Commission on the Prevention of Money Laundering and Infractions Monetary, the National Securities Market Commission and the General Directorate of Insurance and Pension Funds, in the aspects of their competition.

The Banco de España will communicate to the General Secretariat of the Treasury and Financial Policy the opening of the authorization procedure, indicating the essential elements of the file to be processed, and the completion of the same.

2. The application for authorization must be resolved within six months of its receipt at the Banco de España, or at the time the required documentation is completed and, in any case, within twelve months of its receipt. Where the application is not settled within the preceding period, it shall be deemed to be rejected. The resolution of the authorization to be adopted by decision of the European Central Bank shall apply the system of impeachment provided for in the rules of the European Union, and in particular Council Regulation (EU) No 1024/2013 of 15 December October 2013, which entrusts the European Central Bank with specific tasks related to policies related to the prudential supervision of credit institutions.

3. Once the authorization has been obtained and after its incorporation and registration in the Commercial Registry, the banks must be registered in the Register of credit institutions of the Banco de España in order to be able to carry out their activities.

4. The entries in the Register of credit institutions of the Banco de España referred to in the previous paragraph, as well as the losses therein, shall be published in the "Official Gazette of the State".

Article 4. Requirements for exercising the activity.

You will be required to perform the activity:

(a) Revestir the form of a public limited company constituted by the procedure of simultaneous and indefinite constitution.

(b) Have an initial share capital of not less than EUR 18 million, paid in full in cash and represented by nominative shares.

c) By statutory limitation of the social object to the activities of a credit institution.

(d) the shareholders holding significant shares are deemed appropriate in accordance with the provisions of Article 6.

e) Do not reserve the founders or any special remuneration.

f) Contar with an administrative board consisting of at least five members. The members of the Management Board, the Directors-General or Assimilated and those responsible for the internal control functions and other key positions of the entity and, where appropriate, of the dominant company, shall comply with the requirements of suitability provided for in Chapter III.

g) Contar with an adequate administrative and accounting organization, as well as with adequate internal control procedures to ensure the sound and prudent management of the entity. In particular, the Management Board shall lay down appropriate rules of operation and procedures to enable its members to fulfil their obligations at all times and to assume the responsibilities of their members. the rules for the management and discipline of credit institutions, the recast of the Capital Companies Act, approved by Royal Decree 1/2010 of 2 July, or other provisions that apply.

h) Having their registered office, as well as their effective administration and management, on national territory.

(i) Contar with appropriate procedures and organs for internal control and communication to prevent and prevent the conduct of operations related to money laundering and terrorist financing under the conditions established by the relevant regulations.

Article 5. Requirements for the request.

The application for authorization for the creation of a bank will be directed to the Banco de España and must be accompanied by the following documents:

a) Project of social statutes, accompanied by a registration certificate negative of the proposed social denomination.

(b) a programme of activities, in which the type of operations to be carried out, the administrative and accounting organisation, the internal control procedures, the procedures provided for, shall be specified in a specific manner; to deal with complaints and complaints submitted by its clients, as well as internal control and communication procedures and bodies to be established to prevent and prevent the conduct of operations related to money laundering. capital and the financing of terrorism.

(c) The relationship of partners to be the company, with an indication of their holdings in the share capital. In the case of partners having the status of legal persons, the shares in their capital or voting rights representing a percentage higher than 5% shall be indicated.

In the case of partners who are to hold significant participation, the necessary documentation shall be provided to demonstrate compliance with the suitability requirements set out in Article 6.1.b) together with:

1. No. If they are natural persons, information about their career path and professional activity, as well as their heritage status.

2. º If they are legal persons, annual accounts and management report with audit reports, if any, of the last two years or since its creation, if it has been produced during this period; the composition of its administrative organs; and the detailed structure of the group to which it may belong. In the case of legal entities belonging to a consolidated group, the consolidated annual accounts, management report and audit reports relating to the group shall be added.

In the absence of partners who will have a significant stake, the above information will be provided in respect of the 20 largest shareholders.

(d) Relation of persons to be included in the first board of directors and of those who have to serve as general or equivalent directors, as well as those responsible for internal control functions and other posts key to the daily development of the entity's business, with detailed information on the applicable and required eligibility requirements in accordance with Chapter III. This information shall also be provided in respect of members of the Management Board, as well as the Directors-General or assimilated and those responsible for the internal control functions and other key positions for the daily development of the the activity of the parent company of the credit institution.

e) Justification of having constituted a cash deposit in the Banco de España or justification of having immobilized public debt securities in favor of the Banco de España for an amount equal to 20 percent of the capital minimum social set in the previous article.

During the course of the procedure, the Banco de España may require the promoters of any data, reports or records to be deemed necessary to verify compliance with the conditions and requirements set out in the this royal decree.

Article 6. Refusal of the request.

1. Without prejudice to the powers of the European Central Bank to refuse the application for authorization proposed by the Banco de España, the latter shall, by means of a reasoned decision, refuse the authorization to set up a bank where the requirements of Articles 4 and 5 and, in particular, where, in view of the need to ensure sound and prudent management of the projected entity, the suitability of the shareholders to be involved in a holding is not considered appropriate. significant or, in the absence of shareholders with significant participation, of the 20 largest shareholders. For these purposes:

(a) Significant participation in a bank shall be understood to be that which complies with the provisions of Article 16 of Law 10/2014 of 26 June.

b) The suitability will be appreciated, among other factors, depending on:

1. The commercial and professional honorability of shareholders, in the sense provided for in Article 30. This good repute shall be presumed whenever the shareholders are public administrations or entities dependent on them.

2. The heritage resources that these shareholders have to meet the commitments they have made.

3. The transparency in the structure of the group to which the entity may eventually belong and, in general, the existence of serious difficulties in inspecting or obtaining the necessary information on the development of its activities.

4. The possibility that the institution may be exposed, inappropriately, to the risk of the non-financial activities of its promoters, or when, in the case of financial activities, the institution's stability or control may be be affected by the high risk of those.

5. The possibility that the good exercise of the supervision of the entity will be hindered by the close links that it maintains with other natural or legal persons, by the laws, regulations or administrative authorities of the country to whose right it is subject to any such natural or legal person, or problems related to the application of those provisions.

For these purposes, there are close links when two or more natural or legal persons are joined by:

i) A control link in the sense that determines Article 42 of the Trade Code, or

(ii) The fact that they hold, directly or indirectly, or through a control link, 20 percent or more of the voting rights or capital of a company or entity.

2. The decision to reject the authorisation shall apply to the system of challenge laid down in Law 13/1994 of 1 June 1994 and Law No 30/1992 of 26 November 1992. The Bank of Spain shall send the European Central Bank a copy of the application and shall return the deposit made in accordance with Article 5 (e). It will also be returned in the event of withdrawal of the application.

Article 7. Start of activities.

1. Within one year from the notification of the authorization of a bank, the promoters must grant the appropriate writing of the company's constitution, register it in the Commercial Registry and subsequently in the Registry of Entities of Credit, and kick off your operations. In another case, the expiry of the authorisation shall be declared in accordance with the provisions of Article 13.

2. The deposit provided for in Article 5 (e) shall be released on its own initiative after the company has been incorporated and entered in the Register of credit institutions of the Banco de España, as well as in the cases of refusal, revocation and, if it has not been released by prior character, revocation or waiver of the authorisation provided for in this Chapter.

Article 8. Temporary limitations to the activity of the new banks.

1. Newly created banks will be subject to the following limitations temporarily:

(a) During the first three financial years, from the start of their activities, they may not distribute dividends, and shall allocate all of their free-disposition benefits to reserves, unless authorized by the Bank of Spain taking into account the financial situation of the institution and, in particular, the institution's solvency obligations.

b) For the first five years from the beginning of their activities:

1. No, they may not, directly or indirectly, grant loans, loans or class guarantees in favour of their members, advisers and senior officials of the institution, nor in favour of their first-degree relatives or of the companies in which, (a) some or all of the shares held by or on behalf of which the Board of Directors is a party. In the case of shareholders belonging to its economic group, all companies belonging to the economic group are included in this limitation. In this case, the limitation shall not apply to transactions with credit institutions.

2. A natural or legal person or group may not hold, directly or indirectly, more than 20 percent of the capital or voting rights of the bank, or exercise control of the bank. For these purposes, the group shall mean the group defined as such in Article 42 of the Trade Code. This limitation shall not apply to credit institutions and other financial institutions.

3. The inter-living transmissibility of the shares and their lien or pignororation shall be conditional upon the prior authorization of the Banco de España, with this limitation in the Statutes of the Company.

2. Failure to comply with the limitations referred to in the previous paragraph, or a substantial deviation from the programme of activities referred to in Article 5 (b) during the first three years, may give rise to the revocation of the authorisation under as provided for in Article 8 of Law 10/2014 of 26 June.

Article 9. Authorization of banks subject to the control of foreign persons.

1. The creation of banks whose control, in accordance with Article 42 of the Trade Code, is to be exercised by foreign persons, is subject to the provisions of the preceding articles.

2. Where the control of the bank is to be exercised by a credit institution, an investment firm or an insurance or reinsurance undertaking authorised in another Member State of the European Union, by the dominant entity of a of those entities, or by the same natural or legal persons who control them, the Banco de España, before granting the authorisation referred to in Article 3.1, shall consult the authorities responsible for the supervision of those entities. entities.

3. Where the control of the bank is to be carried out by one or more persons, whether or not credit institutions, domiciled or authorised in a non-Member State of the European Union, it shall require the provision of a security to the all activities of the Spanish bank.

Section 2. Authorization of amendments to social statutes and structural modifications

Article 10. Amendment of the social statutes.

1. The modification of the social statutes of the banks shall be subject to the authorization of the Banco de España, which must be resolved within two months of the receipt of the application, after which it may be deemed to be estimated. Otherwise, it shall be governed by the authorisation and registration procedure laid down in Article 3

The request for amendment shall be accompanied by a certificate of the act in which it has been agreed, a supporting report of the proposal drawn up by the Management Board, as well as a draft of the new statutes. identifying the modifications made.

2. They shall not require prior authorization, even if they must be notified to the Banco de España for their constancy in the Register of Credit Entities, the modifications of the social statutes that have as their object:

a) Change the registered office within the national territory.

b) Increase social capital.

c) Textually incorporate mandatory or prohibitive legal or regulatory precepts, or comply with judicial or administrative decisions.

(d) Those other changes for which the Banco de España, in response to prior consultation made to the effect by the bank concerned, has deemed it unnecessary, due to its limited relevance, to the authorisation procedure.

The communication to the Banco de España shall be made within 15 working days following the adoption of the statutory amendment agreement. If, in receipt of the communication, such modification exceeds the scope of this paragraph, the Bank of Spain shall notify the interested parties within 30 days, to review the amendments or, if appropriate, to adjust the procedure for authorization of the previous section.

Article 11. Authorization and registration of structural modifications.

1. In accordance with the provisions of the additional provision of Law 10/2014 of 26 June 2014, and in the terms set out therein, it is for the Minister for Economic Affairs and Competitiveness to authorise merger, division or transfer operations. (a) a total or partial amount of assets and liabilities in which a bank is involved, or any arrangement having similar economic or legal effects to the former, as well as the statutory changes resulting therefrom. To this end, the corresponding and, in any case, the Bank of Spain's appropriate reporting will be collected.

2. For the purposes referred to in the preceding paragraph, the partial transfer of assets and liabilities shall mean the block transfer of one or more parts of the assets of a bank, each of which forms an economic unit, to one or more companies. new or existing creation, where the transaction does not qualify as a global asset and liability division or assignment in accordance with Law No 3/2009 of 3 April on structural changes in commercial companies.

3. The application for authorisation shall be addressed to the General Secretariat of the Treasury and Financial Policy, together with the following documents in triplicate:

(a) Certification of the agreement of the Management Board, approving the draft merger, division or global or partial transfer of assets and liabilities or of the agreement with economic or legal effects analogous to the operations above.

(b) Project of merger, division or global or partial disposal of assets and liabilities or of the arrangement with economic or legal effects analogous to previous operations.

c) Where appropriate, report of the administrators, supporting the operation.

(d) Where appropriate, report of experts on the draft merger, division or global or partial transfer of assets and liabilities and of the agreement with economic or legal effects analogous to previous operations, in the intended terms In Law 3/2009 of April 3, on structural modifications of the commercial societies.

e) Where appropriate, draft statutes of the company resulting from the operation.

f) Where appropriate, draft statutes of the intervening companies in the event that they are amended.

g) Existing statutes of the companies participating in the transaction.

h) Identification of the directors of the companies involved in the transaction and those proposed to hold such positions in the resulting or intervening entities.

(i) audited annual accounts of the last three financial years of the entities involved in the operation and, where appropriate, of the groups of which they are a party.

j) Merge balance or structural modification operation.

k) Where appropriate, certification of the agreements adopted by the General Boards of the entities involved in the operation.

(l) Any other that is necessary for the analysis of the transaction to be considered by the competent body and is expressly required of the parties concerned.

4. Once the authorisation has been obtained and after the transaction has been registered, where applicable, in the Trade Register, it shall be entered in the Register of credit institutions of the Banco de España.

Section 3. Revocation and Expiration

Article 12. Procedure for revocation and resignation.

1. The Banco de España shall be competent to initiate, process and raise to the European Central Bank a proposal to revoke the authorisation. The Bank of Spain may initiate this procedure only in accordance with the terms laid down in Article 69 of Law No 30/1992 of 26 November 1992 on the Legal Regime of Public Administrations and the Common Administrative Procedure, and for the assumptions provided for in Article 8 of Law 10/2014 of 26 June, or in another rule with a law range. The decision to revoke the authorisation by decision of the European Central Bank shall apply to the system of impeachment provided for in the rules of the European Union and, in particular, to Council Regulation (EU) No 1024/2013 of 15 December 2013. October 2013, which entrusts the European Central Bank with specific tasks related to policies related to the prudential supervision of credit institutions.

2. The Banco de España will give a hearing to the interested parties once they have instructed the revocation procedure and immediately before drafting the motion for a resolution, giving them a period of 15 days to make representations and to submit the documents and justifications that they deem relevant.

3. The Banco de España will also raise the European Central Bank with a proposal to revoke the authorization when the credit institution renounces the authorization granted, or will expressly refuse the waiver within three months of the date of the withdrawal of the authorization. their communication occurs.

Credit institutions will accompany the communication of the waiver of an activity cessation plan.

4. The waiver procedure shall be governed by the rules laid down for the revocation, without it being necessary to proceed to the dissolution and liquidation of the entity provided for in Article 8.6 of Law 10/2014 of 26 June, if the entity is scheduled to continue with the exercise of unreserved activities.

5. In the event of refusal of the waiver, the Banco de España should give reasons for the reasons given by the Bank to consider that the cessation of activity can cause serious risks to financial stability. For these purposes, you will consider the need for:

(a) Ensure the continuity of those activities, services and operations whose disruption could disrupt the economy or the financial system, and in particular the systemically important financial services and systems of payment, clearing and settlement.

b) Avoid harmful effects for the stability of the financial system.

c) Protect depositors and other repayable funds and assets from credit institutions ' clients.

Article 13. Expiration of the authorization.

1. The Bank of Spain shall expressly declare the expiry of the authorisation to operate as a credit institution when, within 12 months of its date of notification, no commencement of the specific activities included in the the programme of activities referred to in the authorisation for reasons attributable to the institution. The resolution of the revocation will apply the regime of impeachment provided for in Law 13/1994, of June 1, of autonomy of the Banco de España, and in Law 30/1992, of November 26.

2. The procedure for declaring revocation may only be initiated on its own initiative in the terms laid down in Article 69 of Law No 30/1992 of 26 November.

3. Once the initiation of the procedure has been agreed upon, within ten days, the parties concerned shall be notified of their notification to the parties so that they can make representations and provide documents or other evidence at any time before the proceedings are taken. the hearing referred to in the following

.

4. The Banco de España will give a hearing to the interested parties after they have been instructed and immediately before drafting the motion for a resolution, giving them a period of 15 days to make representations and to submit the documents and justifications that they deem relevant.

Section 4. Cross-border Performance

Article 14. Opening of branches and freedom to provide services in other Member States of the European Union by Spanish credit institutions.

1. Credit institutions intending to open a branch in another EU Member State must first apply to the Banco de España, which may only refuse the opening of a branch when it has reason to doubt, the project in question, the adequacy of the administrative structures or the financial situation of the credit institution, or where activities not authorised by the institution are included in the programme of activities presented. The Bank of Spain shall, by means of a reasoned decision, decide within a maximum period of two months from the receipt of all the information referred to in the following

.

2. The request for the opening of a branch provided for in the preceding paragraph shall be accompanied by the following information:

(a) The Member State in whose territory the branch is intended to be established and the address in the State in which documents may be required.

(b) A programme of activities indicating, in particular, the operations it intends to carry out and the structure of the organisation of the branch.

c) The name and history of the managers responsible for the branch.

3. If the opening of the branch is accepted, the Banco de España must inform the competent authority of the host State. This communication shall be transferred to the requesting entity itself, and shall be accompanied by the documentation provided for in the previous paragraph and the relevant information.

The Bank of Spain shall also communicate the amount and composition of the credit institution's own resources and the sum of the requirements required to it in accordance with Article 92 of the Regulation (EU) No 575/2013, dated 26 June 2013. In the case referred to in paragraph 6, the Banco de España shall communicate the above information for the dominant credit institution.

4. The Bank of Spain shall communicate the number and nature of the cases in which a refusal of the claim referred to in this Article has occurred to the European Commission and the European Banking Authority.

Any modification of the content of any of the notified information referred to in paragraph 2 shall be communicated by the credit institution, at least one month before it is made, to the Banco de España and to the authorities. competent of the host Member State. The Banco de España may, within a period of one month, oppose it by means of a reasoned decision which shall be notified to the institution and communicated, in the terms provided for in the preceding paragraph, to the European Commission and the Banking Authority. European.

5. Where a credit institution wishes to exercise for the first time, under the freedom to provide services, any kind of activity in another Member State of the European Union, it shall inform the Bank of Spain of the activities which it intends to carry out. proposes to carry out from among those it is authorized to carry out. Within a maximum of one month from the receipt of such communication, the Banco de España shall transfer it to the supervisory authority of the host Member State, taking account of this communication to the institution itself.

6. The provisions of this Article may be applied to the provision of services, directly or through the opening of a branch, in other Member States of the European Union, by those Spanish financial institutions which are controlled by Also, the Spanish authorities are in line with the scheme provided for in Article 12 (4) of Law 10/2014 of 26 June. In such cases, applications shall also be signed by the dominant credit institution or institutions.

Where the financial institution is subject to the supervision of an authority other than the Banco de España, the Bank of Spain shall take account of the application to that authority and, in the case of opening branches, shall refuse the authorisation if it is The Authority is opposed to it in the light of the non-compliance with the requirements laid down in Article 16.2. For subsequent actions, the specific supervisory authority shall be directly competent. However, it shall be for the Bank of Spain to ensure that the conditions laid down in this Article are maintained.

The Banco de España shall verify compliance with the requirements set out in the first subparagraph of this paragraph and shall provide the financial institution with a compliance certification, which shall also notify the supervisor of the host State.

If the financial institution ceases to comply with any of the requirements set out in the first subparagraph of this paragraph, the Banco de España shall inform the supervisory authority of the host State, and the activities carried out (a) that entity in that State shall be subject to the rules of that State.

7. Where the institution intending to open a branch is a significant supervised entity for the purposes of Regulation (EU) No 1024/2013 of 15 October 2013, the statement on the opening of the branch shall be the responsibility of the Central Bank. European. The European Central Bank shall also be responsible for the other powers conferred on the Bank of Spain in this Article, with the exception of the receipt of the request for openness, where a significant supervised entity intends to open a branch or exercise the freedom to provide services in a Member State of the European Union not participating in the Single Supervisory Mechanism.

Article 15. Opening of branches and free provision of services in non-EU Member States by Spanish credit institutions.

1. Credit institutions intending to open a branch in a non-EU Member State shall apply to the Banco de España, accompanying the Bank of Spain, together with the information of the State in whose territory they intend to establish the branch and the intended address for the same, at least the following documentation:

(a) A programme of activities indicating, in particular, the operations it intends to carry out and the structure of the organisation of the branch.

b) The name and history of the managers responsible for the branch.

2. The Bank of Spain shall, by means of a reasoned decision, decide within a maximum period of three months from the receipt of all information. Where the application is not settled within the time limit, it may be deemed to be dismissed. The application may be refused by the Banco de España where there are reasonable indications to doubt the adequacy of the administrative structures or the financial situation of the credit institution, or where in the programme of activities (a) any activities that are not authorised to the institution. The Banco de España may also refuse the application to consider that the branch's activity is not to be subject to effective control by the supervisory authority of the host country, or by the existence of legal or legal obstacles. other type that prevent or hinder the control and inspection of the branch by the Banco de España.

3. Any modification of the information referred to in this paragraph shall be communicated by the credit institution, at least one month before it is made, to the Banco de España. A relevant amendment may not be made to the branch's programme of activities if the Bank of Spain, within a period of one month, objects to it, by means of a reasoned decision which shall be notified to the institution. Such opposition shall be based on any of the causes referred to in this paragraph.

4. Credit institutions which intend, for the first time, to carry out their activities under the freedom to provide services in a non-member State of the European Union, shall inform the Bank of Spain in advance, indicating the activities of the those that they are authorized to carry out.

Article 16. Opening of branches and freedom to provide services in Spain by credit institutions of another Member State of the European Union.

1. Credit institutions authorised in another Member State of the European Union may perform in Spain, either by opening a branch or by means of the freedom to provide services, the activities of mutual recognition as set out in the Annex to Law 10/2014 of 26 June. For this purpose, the authorisation, the statutes and the legal regime to which the said entities are subject shall enable it to carry out the activities it intends to carry out in Spain.

These entities shall respect in the exercise of their activity in Spain the arrangements for the management and discipline of the credit institutions which, if any, are applicable, as well as any other orders given for reasons of general interest, whether they are state, regional or local.

2. The opening in Spain of branches of credit institutions authorised in another Member State of the European Union shall be conditional upon the Banco de España receiving a communication from the supervisory authority of the credit institution, containing, at least, the following information:

(a) A programme of activities indicating, in particular, the operations it intends to carry out and the structure of the organisation of the branch.

b) The address in Spain where all necessary information may be required from the branch.

c) The name and history of the managers responsible for the branch.

(d) The amount and composition of own resources and the sum of the own resources requirements required of the credit institution and the consolidable group in which it is eventually integrated.

e) Detailed information about any deposit guarantee system that is intended to ensure the protection of the depositors of the branch.

Received this communication, the Banco de España will proceed to account for its receipt to the credit institution and is then proceed to register the branch in the Mercantile Registry, and then in the Register of entities of credit from the Banco de España, communicating to this date the effective start of its activities.

The Banco de España may set a waiting period, not exceeding two months from the receipt of the communication from the supervisory authority of the credit institution, for the commencement of the activities of the branch. It may also indicate, where appropriate, the conditions under which, for reasons of general interest, it must carry out its activity in Spain. In the event that any of the activities reported is not among those listed in the Annex to Law 10/2014 of 26 June, and is a prohibited or limited activity for credit institutions, the Banco de España notify this circumstance to the institution and its supervisory authority.

After one year after the credit institution has been notified of the receipt of the communication by its supervisory authority, or since the end of the waiting period set by the Banco de España, without the entity has opened the branch, the procedure indicated in this section must be started again.

Any modification of the content of any of the information referred to in this paragraph shall be communicated by the credit institution, at least one month before it is made, to the Banco de España, which shall proceed in accordance with the provided for in the preceding paragraphs. The Bank of Spain must also be notified of the closure of the branch, at least three months in advance of the planned date.

3. The implementation in Spain, for the first time, of activities under the freedom to provide services, by credit institutions authorised in another Member State of the European Union participating in the Single Supervisory Mechanism may be initiated once the Banco de España receives a communication from its supervisory authority indicating the activities that this entity is authorized to carry out and which of them are to be exercised in Spanish territory. Such a scheme shall apply provided that the credit institution intends, for the first time, to carry out an activity in Spain other than those contained in that communication.

In case the freedom to provide services in Spain is to be exercised by a credit institution authorised in another Member State of the European Union not participating in the Single Supervisory Mechanism, the powers of the In the preceding paragraph, the Bank of Spain shall correspond to the European Central Bank.

4. The arrangements provided for in the preceding paragraphs shall apply to the opening of branches or the freedom to provide services in Spain by the financial institutions of another Member State of the European Union, either a subsidiary of a credit institution or a common subsidiary of several credit institutions, which meet the requirements set out in Article 12.4 of Law 10/2014 of 26 June.

The communication to the Banco de España referred to in paragraph 2 shall contain the following:

(a) Certification issued by the supervisory authority of the entity or dominant credit institutions that accredit compliance with the requirements related to Article 12 of Law 10/2014 of 26 June.

(b) The other ends required in paragraph 2 in the case of establishment of branches or freedom to provide services by credit institutions authorised in other Member States of the European Union. However, the information provided for in paragraph 2.d) shall be replaced by the amount and composition of the financial institution's own funds and the total amount of the risk exposure of the credit institution that is its parent undertaking, calculated in accordance with Article 92.3 and 4 of Regulation (EU) No 575/2013 of 26 June 2013. In addition, the information provided for in paragraph 2.e) shall be replaced by information on the investor guarantee scheme to which the financial institution may be attached.

When the activity of any of the financial institutions mentioned in the preceding paragraphs corresponds to that carried out in Spain by the credit institutions, once the procedures provided for in the paragraph 2, shall be entered in the branches in Spain of those entities in the Special Register of the Bank of Spain concerned.

When the activity of the Spanish branch of the financial institution is subject to the control of another national supervisory authority, the Bank of Spain shall transfer to that authority the communication received from the supervisory authority. of the Member State of the European Union where the financial institution has been authorised or is domiciled; that authority, once the branch has entered the Trade Register, shall register it in its registers and may fix the waiting period to be refers to paragraph 2 by making the indication therein. The Banco de España shall account for such transfer to the financial institution.

In the event that a financial institution fails to meet any of the conditions required in this paragraph, it shall immediately inform the Bank of Spain.

5. Where a credit institution authorised in a Member State of the European Union does not participate in the Single Supervisory Mechanism which meets the criteria laid down in Article 6.4 of Regulation (EU) No 1024/2013 of 15 October 2013, intends to open a branch in Spain, the European Central Bank shall be responsible for the powers conferred on the Banco de España in paragraph 2.

However, the Bank of Spain will be responsible for the receipt of the communication by the supervisory authority and the power to indicate to the branch the conditions under which, for reasons of general interest, it must exercise its activity in Spain.

Article 17. Opening of branches and free provision of services in Spain by credit institutions of non-EU Member States.

1. The establishment in Spain of branches of credit institutions authorised in States which are not members of the European Union shall require the authorisation of the Banco de España. Articles 3 to 9 shall be observed for the purposes of application, with the following particularities:

(a) By minimum social capital, the amount held by the institution in Spain of permanent and indefinite-duration funds, available for the loss coverage of the branch, shall be understood.

(b) Article 4 (a), (d), (e) and (f), Article 5 (c) shall not apply, nor shall the reference to the components of the Article 5 (d) (d). The reference to the draft Statute referred to in Article 5 (a) shall be understood as referring to the draft constitution of the branch and to the existing statutes of the credit institution, with the Bank of Spain being informed of the changes that are subsequently made to both.

(c) At least two persons shall have the right to determine the orientation of the branch and be directly responsible for the management. Both the good repute, knowledge and experience referred to in Chapter III shall be required.

d) The social object of the branch may not contain activities not permitted to the entity in its country of origin.

(e) The documentation accompanying the application shall contain the information necessary for the accuracy of the legal and management characteristics of the applicant foreign credit institution, as well as its financial situation. A description of the organisational structure of the entity and of the group in which it is eventually integrated shall also be included. It shall also be established that it is in possession of the authorisations of its country of origin to open the branch, where required, or the negative certification if they are not accurate.

The authorization may also be denied by application of the principle of reciprocity.

For the purposes of the above, the following documentation shall be accompanied by the application:

1. A program of activities to indicate, in particular, the operations it intends to perform and the structure of the branch organization.

2. The address in Spain where all necessary information may be required from the branch.

3. The name and history of the managers responsible for the branch.

4. The amount of own resources, as well as the solvency ratio of the credit institution and the consolidable group in which it is eventually integrated.

5. º Detailed information about any deposit guarantee system that is intended to ensure the protection of the depositors of the branch.

2. If, once the branch is opened, the foreign credit institution intends to modify the content of any of the information referred to in paragraphs 1, 2, 3, 3. or 5. the above paragraph must be communicated to the Banco de España, without prejudice to the communication from its supervisory authority, at least one month before making the change, in order to enable the Banco de España to act and act in accordance with the provisions of the preceding paragraphs. The Bank of Spain shall also be notified of the closure of the branch, at least three months in advance of the date provided for, which shall accept or reject the closure in accordance with the terms of Article 12.3 to 5.

3. Where a foreign credit institution, not authorised in another Member State of the European Union, intends to provide services without a branch in Spain, it must apply prior authorisation from the Banco de España, indicating the activities to be carried out performed. The Banco de España may request an extension of the information provided, as well as refuse the exercise of those activities, or any of them, or condition the authorization to comply with additional requirements, when necessary to ensure compliance with the rules laid down for reasons of general interest.

Article 18. Action by other credit institutions.

1. The authorisation scheme provided for in Articles 6 to 10 of Law 10/2014 of 26 June 2014 will apply to the alleged creation of a foreign credit institution which is not authorised in a Member State of the European Union by an institution of a credit established in Spain and the acquisition of a significant holding in an entity of that type, either directly or indirectly through entities controlled by the credit institution, or group of credit institutions concerned.

2. In the case of the establishment of a credit institution, the application for authorisation submitted to the Banco de España shall, at least, accompany the following information:

a) Amount of the investment and the percentage that represents the participation in the capital and the voting rights of the entity to be created. Indication, where appropriate, of the entities through which the investment will be made.

(b) The provisions referred to in Article 5 (a), (b) and (d). The provisions referred to in Article 5 (c) shall be replaced by a list of the partners who shall have significant holdings.

(c) a complete description of the banking rules applicable to credit institutions in the State in which the new institution is to be established, and in particular the rules of the supervisory regime to which the institution is subject; the absence of obstacles to the exercise of consolidated supervision, as well as the rules in force in the field of taxation and the prevention of money laundering.

3. Where a significant participation is to be acquired, meaning that it complies with the provisions of Article 16 of Law 10/2014 of 26 June, or is intended to increase a significant participation, reaching or exceeding any of the percentages referred to in Article 17 of that law, the information referred to in the preceding paragraph shall be submitted, but the information provided for in paragraph (b) may be limited to those data which are of a public nature. It shall also indicate the time limit for the implementation of the investment, the annual accounts of the last two financial years of the participating institution and, where appropriate, the rights of the institution in order to designate representatives in the administration and management of that.

4. It shall be appropriate for the applicants to be required by the Bank of Spain to be able to give an appropriate opinion and, in particular, to assess the possibility of exercising supervision on a consolidated basis. of the group.

Article 19. Representative offices.

1. For the purposes of this royal decree, office of representation shall mean those establishments which are organically and functionally dependent on credit institutions authorized in another country, whose activity consists in carrying out tasks. information or trade on banking, financial or economic matters which serve as material support for the provision of services without establishment. Representative offices may not require any remuneration for the pursuit of such activities. However, payments made to third parties linked to them may be passed on to the customer.

Representation offices will not be able to perform credit, deposit-taking or financial intermediation operations, or to provide any other type of banking service except for the channelling of third-party funds to their entities of origin. Such channelling shall be carried out through credit institutions operating in the country in which the office of representation is established.

2. The Spanish credit institutions, prior to the eventual request which they must make to the foreign authorities, must inform the Banco de España of their intention to open an office of representation abroad, specifying the activities to be performed. They will also notify you of your opening, once carried out, and your closure.

3. Credit institutions authorised in other Member States of the European Union shall communicate to the Banco de España their intention to open a representative office in Spain.

The Banco de España may set a waiting period, not exceeding two months from the receipt of the communication, for the commencement of the activities of the office of representation. It may also indicate, where appropriate, the conditions under which, for reasons of general interest, it must carry out its activity in Spain.

4. The Bank of Spain shall be responsible for the authorisation of the installation in Spain of offices representing non-authorised credit institutions in the Member States of the European Union.

Once the application for authorization has been submitted, the Banco de España shall decide within a maximum period of three months from its receipt, after which, without any express statement, it may be understood estimated the request.

5. The communication and the application for authorisation, as provided for in paragraphs 2 and 3 respectively, shall specify the activities to be carried out, as well as the name and history of the natural person to be taken over by the office.

The subsequent changes of domicile of the office of representation, of the scope of its activities or of the person in charge, as well as its closure, will be communicated to the Bank of Spain.

Section 5. Offices, agents, and delegation of functions

Article 20. Offices of credit institutions.

Credit institutions and branches of credit institutions will be able to open new offices on national territory. This is without prejudice to:

(a) The restrictions that may contain the social statutes of the entities.

(b) The prudential supervision measures taken by the Banco de España pursuant to Article 68.2.e) of Law 10/2014 of 26 June.

(c) The limitations set out in Article 2.1 of Law 26/2013, of 27 December, of savings banks and bank foundations.

(d) The limitations set out in Article 3 of the Law of the Development of Law 13/1989, of 26 May, of Credit Cooperatives, approved by Royal Decree 84/1993, of 22 January.

Article 21. Agents of credit institutions.

1. For the purposes of this Article, a credit institution is considered to be the natural or legal persons to whom a credit institution has granted powers to act normally against the customers, on behalf and on behalf of the institution. (a) in the case of a credit institution's activity, in the negotiation or formalisation of operations typical of the business of a credit institution. The authorised representatives are excluded with powers for a single specific operation, and persons who are linked to the entity, or to other entities in the same group, by a working relationship.

2. Agents may not formalize guarantees, guarantees or other signature risks.

3. The agency contracts referred to in this Article shall be concluded in writing and shall specify the classes of operations in which the staff member may act, as well as the geographical scope of action.

4. The credit institutions shall communicate to the Banco de España once a year, in the manner in which it determines, the relationship of their agents, indicating the extent of the representation granted. This relationship will be updated with the new representations granted or with the cancellation of the existing ones, as soon as they occur. The agent relationship shall be included in an annex to the annual memory of the entities.

The Banco de España may collect from the represented entities and also its agents any information it deems necessary on the matters relating to the matters covered by its jurisdiction.

5. In the case of agency contracts, credit institutions shall require their staff to make clear their character in how many relationships they establish with the customer, by identifying the represented entity in an unequivocal manner.

6. The credit institution shall be responsible for compliance with the rules of organisation and discipline in the acts carried out by the staff member. For these purposes, it must develop appropriate control procedures.

7. An agent may only represent a credit institution or entities in the same consolidated group of credit institutions.

8. The agents of credit institutions may not act by means of subagents.

9. Where the agent's receipt or delivery to the agent of cash, cheques or other payment instruments is provided for in the agency contract, the latter may not be paid to the agent, or be made out of bank accounts of the agent, or transiently.

10. Without prejudice to the provisions on the provision of services in Articles 14 to 17, Spanish credit institutions which conclude agreements with other foreign credit institutions for the provision of financial services to the customers, on behalf or on behalf of the other entity, or agency in the sense referred to in paragraph 1, shall inform the Bank of Spain of the name of the correspondent and the services covered within one month of the date of the formalization of the agreement.

11. Where the conduct of operations provided for in Law 24/1988 of 28 July 1988 on the Securities Market is contemplated in agency contracts, credit institutions and their agents must also comply with the rules contained in that law and their development standards.

Article 22. Delegation of the provision of services or the exercise of functions of credit institutions.

1. Credit institutions may delegate to a third party the provision of services or the exercise of functions, provided that the activity of the institution is not emptied of content and the delegation does not diminish the internal control capacities of the institution itself. the institution and supervision of the Bank of Spain and the European Central Bank.

Activities reserved for credit institutions shall not be subject to delegation, without prejudice to the provisions of the provisions relating to credit institutions ' agents in the previous Article.

2. The delegation of services or functions by credit institutions in third parties shall not diminish their responsibility for the full compliance with the obligations laid down in the legal order for their authorization and operation.

3. The delegation of essential services or functions by credit institutions shall meet the following requirements:

(a) The delegation will not in any case involve the transfer of responsibility by the senior management. In particular, the delegation may not reduce the requirements for internal control mechanisms provided for in Article 43.

(b) The delegation may not alter the relations and obligations of the credit institution with its clientele or with the competent authority for its supervision.

(c) The conditions to be met by the credit institution to receive and retain the authorisation may not be removed or modified by the existence of a delegation agreement.

(d) The delegation agreement between the credit institution and the third party shall be translated into a written contract setting out the rights and obligations of the parties.

4. Credit institutions shall develop and implement an objective and comprehensive policy for the proper management of their delegations of essential services or functions.

5. A function or service shall be understood to be essential for the exercise of the business of a credit institution if a deficiency or failure in its execution may well affect the credit institution's ability to comply with the credit institution's ability to comply with the permanently the conditions and obligations arising from its authorisation and the arrangements laid down in Law 10/2014 of 26 June, either affecting its financial returns, its solvency or the continuity of its business.

6. The Bank of Spain shall specify the above requirements and the conditions under which credit institutions may delegate the provision of services or the exercise of functions. In addition, depending on the nature or criticality of certain functions or activities, you may establish limitations on the delegation other than those mentioned in this article.

The Bank of Spain or, where appropriate, the European Central Bank shall be responsible for the supervision of the provisions of this Article and for these purposes, credit institutions shall have available, at the request of the Bank of Spain, all the timely information.

CHAPTER II

Significant shareholdings

Article 23. Definition and computation of significant shareholdings.

1. Significant holdings in credit institutions shall be considered as defined in Article 16 of Law 10/2014 of 26 June, and the shares, contributions, or voting rights shall be included in their calculation including:

a) Those acquired directly by the potential acquirer.

(b) Those acquired through companies controlled or engaged by the potential acquirer.

c) Those acquired by companies incorporated in the same group as the potential acquirer or participated by entities in the group.

d) Those acquired by other persons acting on behalf of the potential acquirer or in concert with him or with companies in his group. In any case, they will be included:

1. The voting rights that may be exercised under an agreement with a third party obliging the proposed acquirer and the third party to adopt, by means of the concerted exercise of the voting rights they hold, a policy a durable common relationship with the management of the credit institution or which is intended to have a relevant influence on the credit institution.

2. The voting rights that may be exercised under an agreement with a third party providing for the temporary transfer and for consideration of the potential acquirer of the voting rights in question.

e) Those with the potential acquirer linked to shares acquired through an individual.

(f) Voting rights that may be controlled, expressly stating the intention to exercise them, as a consequence of the deposit of the corresponding shares as collateral.

g) The voting rights that may be exercised under agreements to create a right of usufruct on shares.

(h) Voting rights that are linked to shares deposited in the proposed acquirer, provided that the potential acquirer may exercise them discretionally in the absence of specific instructions from the shareholders.

(i) The voting rights that the proposed acquirer may exercise as a proxy, when it can exercise it discretionally in the absence of specific instructions from the shareholders.

(j) Voting rights that may be exercised under agreements or business as provided for in points (f) to (i), concluded by an entity controlled by the potential acquirer.

2. The voting rights shall be calculated on the whole of the shares which attribute them, even in cases where the exercise of such rights is suspended.

3. For the purposes of Title I, Chapter III of Law 10/2014 of 26 June, and in this Chapter, the shares, contributions or voting rights to be included in the calculation of a holding shall not include:

(a) Shares acquired exclusively for clearing and settlement purposes within the usual short settlement cycle. For these purposes, the maximum duration of the usual short-term settlement cycle shall be three trading days from the transaction and shall apply both to transactions carried out on an official secondary market or to another regulated market as well as to the made out of him. The same principles shall also apply to operations carried out on financial instruments.

(b) Shares which may be held for having provided assurance or placement of financial instruments on the basis of a firm commitment, provided that the corresponding voting rights are not exercised or used to intervene in the administration of the credit institution and are transferred within one year of its acquisition.

(c) Shares held under a contractual relationship for the provision of the service of administration and custody of securities, provided that the entity is only able to exercise the voting rights inherent in such shares with instructions issued by the owner, in writing or by electronic means.

(d) Shares or shares acquired by a market maker acting in their status as such, provided that:

1. "1" is authorised to operate as such under the provisions transposing Directive 2014 /65/EU of the European Parliament and of the Council of 15 May 2014 on the markets for instruments into national law financial and amending Directive 2002/92/EC and Directive 2011 /61/EU, or Directive 2004 /39/EC of the European Parliament and of the Council of 21 April 2004 on the markets in financial instruments, and

2. Do not intervene in the management of the credit institution concerned, or exercise any influence over the management of the credit institution to acquire such shares or support the price of the action in any other way.

(e) Shares or units incorporated in a managed portfolio discretionally and individually provided that the investment firm, management company of collective investment institutions or entity of credit, can only exercise the voting rights inherent in such actions with precise instructions from the client.

4. To carry out the calculation of a holding for the purposes of paragraph 2, in the event that the proposed acquirer is a dominant entity of a management company of collective investment institutions or an entity holding the the control of an investment firm shall take into account the following:

(a) The dominant entity of a management company of collective investment institutions shall not be required to add the proportion of voting rights that it attributes to the shares held by the share of voting rights of the collective investment institutions. actions forming part of the assets of the collective investment institutions managed by that management company, provided that it exercises the voting rights independently of the dominant entity.

Notwithstanding the foregoing, the provisions of the foregoing paragraphs shall apply where the dominant entity or other entity controlled by it has invested in shares that integrate the equity of the investment institutions. collective managed by the management company and has no discretion to exercise the corresponding voting rights and can only exercise them in accordance with the direct or indirect instructions of the dominant entity or other entity controlled by her.

(b) The entity exercising the control of an undertaking providing investment services shall not be required to aggregate the proportion of voting rights that it confers on the shares held by the company to the ratio that it manages in a manner individualized as a result of the provision of the portfolio management service, provided that the following conditions are met:

1. That the investment firm, the credit institution or the management company of collective investment institutions are authorised to provide the portfolio management service in the established terms in Articles 63.1 (d) and 65 of Law 24/1988, of 28 July.

2. º That you can exercise only the voting rights inherent in such actions by following instructions made in writing or by electronic means or, failing that, each of the portfolio management services is provided by independent form of any other service and in terms of exercise equivalent to those provided for in Law 35/2003 of 5 November, of collective investment institutions, by the creation of appropriate mechanisms.

3. You exercise your voting rights independently of the dominant entity.

Notwithstanding the foregoing, the provisions of the preceding paragraphs shall apply where the dominant entity or other entity controlled by it has invested in shares managed by an investment firm of the group. and the latter is not entitled to exercise the voting rights attached to such shares and may only exercise the voting rights corresponding to those shares following direct or indirect instructions from the parent or other entity controlled by her.

5. Indirect holdings shall be taken for their value, where the proposed acquirer has the control of the holding company, and as a result of applying the percentage of participation in the holding, otherwise.

When a significant share is held, in whole or in part, indirectly, changes in the persons or entities through which such participation is held shall be reported to the Bank of Spain, which may object as provided for in Article 25.

6. Controlled companies shall be deemed to be those in which the proposed acquirer has control for any of the assumptions provided for in Article 42 of the Trade Code and those in which it is held, directly or indirectly. indirect, at least 20% of the voting rights or capital of a company or entity, or 3% if its shares are admitted to trading on a regulated market.

7. To those same effects, the possibility of appointing or removing any member of the board of directors of the credit institution shall in any event be understood as a notable influence.

Article 24. Information to be provided by the potential acquirer.

1. The Banco de España shall establish by Circular a list of the information to be provided by the proposed acquirer in compliance with the notification obligation referred to in Article 17.1 of Law 10/2014 of 26 June. The Banco de España will advertise the contents of the list on its website.

2. In any case, the list referred to in the preceding paragraph shall contain information on the following aspects:

(a) On the proposed acquirer and, where appropriate, on any person who effectively directs or controls their activities:

1. The identity of the proposed acquirer, the structure of the shareholding and the composition of the management bodies of the potential acquirer.

2. The professional and commercial honorability of the potential acquirer and, where applicable, of any person who effectively directs or controls their activities.

3. º The detailed structure of the group to which it belongs.

4. The financial and financial situation of the potential acquirer and the group to which it may belong.

5. The existence of links or relationships, financial or otherwise, of the potential acquirer with the acquired entity and its group.

6. The evaluations carried out by international bodies of the rules on the prevention of money laundering and terrorist financing of the country of nationality of the proposed acquirer, except that of a State Member of the European Union, as well as the trajectory on the prevention of money laundering and the financing of terrorism of the potential acquirer and of the integrated entities in their group which are not domiciled in the Union European.

In the case of Member States of the European Union, information on this trajectory will be obtained in the consultation that the Banco de España conducts to the supervisory authorities of this State in accordance with Article 19.1 of the Law 10/2014, of June 26.

b) On the proposed acquisition:

1. The identity of the entity that is the object of the acquisition.

2. The purpose of the acquisition.

3. º The amount of the acquisition, as well as the form and time frame in which it will be carried out.

4. The effects of the acquisition on capital and voting rights before and after the proposed acquisition.

5. The existence of a concerted action expressly or tacitly with third parties with relevance to the proposed operation.

6. º The existence of agreements with other shareholders of the entity subject to the acquisition.

c) On the financing of the acquisition: Origin of the financial resources used for the acquisition, entities through which they will be channelled and the availability of the same.

d) In addition, it will be required:

1. In the case of significant participations that result in changes in the control of the entity, the business plan shall be detailed, including information on the strategic development plan of the acquisition, the financial and other pre-viewing data. The main changes in the entity to be purchased by the proposed acquirer shall also be detailed. In particular, on the impact the acquisition will have on corporate governance, on the structure and resources available, on internal control bodies and on procedures for the prevention of money laundering and money laundering. financing of terrorism of the same.

2. In the case of significant participations that do not result in changes in the control of the entity, the policy of the proposed acquirer shall be reported in relation to the acquisition and its intentions with respect to the entity. acquired, in particular, on its participation in the government of the entity.

3. In the two preceding cases, the aspects relating to the suitability of the members of the board of directors and the directors-general or those who are to direct the activity of the credit institution as a result of the proposed acquisition.

Article 25. Assessment of proposed acquisitions of significant shareholdings.

1. The Banco de España will evaluate the proposed acquisitions of significant holdings and raise a proposal for a decision to the European Central Bank to oppose or oppose the acquisition. The evaluation of the proposed acquisition will meet the following criteria:

a) The commercial and professional honorability of the potential acquirer.

(b) Compliance with the suitability requirements set out in Chapter III of this Title by the members of the Board of Directors and Directors-General or assimilated to the activity of the institution credit as a result of the proposed acquisition.

(c) The financial solvency of the proposed acquirer in order to meet the commitments made, in particular in relation to the type of activity pursued or intended to be exercised in the credit institution in which the undertaking is proposed acquisition.

(d) the ability of the credit institution to comply in a durable manner with the rules of organisation and discipline applicable to it, and in particular, where appropriate, if the group of which it becomes a party has a structure which does not prevent the exercise of effective supervision, and which allows for an effective exchange of information between the competent authorities to carry out such supervision and to determine the division of responsibilities between them.

e) The absence of rational indications to assume that:

1. In connection with the proposed acquisition, money laundering or terrorist financing operations have been or have been carried out or attempted in the sense provided for in the prevention regulations. activities.

2. º That the said acquisition cannot increase the risk of such operations being carried out.

2. As soon as the notification provided for in Article 17.1 of Law 10/2014 of 26 June is received, the Banco de España will request a report from the Executive Service of the Commission for the Prevention of the Money Laundering and Monetary Violations, in order to obtain an appropriate assessment of this criterion. With such a request, the Banco de España shall transmit to the Executive Service any information it has received from the proposed acquirer or has its powers in exercise which may be relevant to the assessment of this criterion. The Executive Service shall forward the report to the Bank of Spain within a maximum of thirty working days from the day following the day on which it received the request with the information indicated.

3. The decision of opposition or non-opposition to the acquisition of a significant holding shall be taken within a maximum of 60 working days from the date on which the Bank of Spain has made the acknowledgement of receipt of the notification, in order to carry out the assessment referred to in paragraph 1. The acknowledgement of receipt shall be made in writing within two working days from the date of receipt of the notification by the Banco de España, provided that it is accompanied by any information that is required under the Article 24 and shall indicate to the potential acquirer the exact date on which the assessment period expires. If the notification does not contain all the information required, the proposed acquirer shall be required to provide, within a period of ten days, the absence or accompanying of the information required, indicating that, if he does not do so, he or she shall be desisted from the proposed acquisition.

4. If it considers it necessary, the Banco de España may request before the fiftieth working day of the period laid down in the preceding paragraph additional information to which, in general, it is necessary to require in accordance with the provisions of the 24 to properly assess the proposed acquisition. This request shall be made in writing and shall specify the necessary additional information.

5. The Banco de España may only raise to the European Central Bank a draft decision to oppose the proposed acquisition where there are reasonable grounds for doing so, on the basis of the criteria set out in paragraph 1.

If the assessment has been completed, the Banco de España will raise objections to the proposed acquisition, inform the proposed acquirer, in writing and motivating its decision, within two working days, without any Case can be exceeded for the maximum time to perform the evaluation.

If there is no pronouncement within the 60 working day period provided for in paragraph 3, it shall be understood that there is no opposition.

6. The Banco de España may not impose prior conditions as to the amount of the share to be acquired and shall not take into account the economic needs of the market when carrying out the assessment.

7. The draft decisions drawn up by the Banco de España shall state the possible observations or reservations expressed by the competent authority responsible for the supervision of the proposed acquirer, as referred to in Article 19 of the Law 10/2014, of June 26.

8. At the request of the acquirer or ex officio, the Banco de España may make public the reasons for its draft decision provided that the information disclosed does not affect third parties outside the operation.

Article 26. Suspension of the assessment period.

1. In the case referred to in Article 25.4, the Bank of Spain may suspend the calculation of the assessment period, for a single time, during the period between the date of the request for additional information and the date of receipt of the request. itself. This suspension may be for a maximum of 20 working days.

2. By way of derogation from the preceding paragraph, the Bank of Spain may determine that the suspension of the calculation of the assessment period referred to in the preceding paragraph shall be for a maximum of 30 working days if the acquirer potential:

(a) is domiciled or authorised outside the European Union; or,

b) Not subject to financial supervision in Spain or in the European Union.

3. The calculation of the thirty working days provided for in Article 25.2 so that the Executive Service of the Commission for the Prevention of Money Laundering and Monetary Infractions refers its report to the Banco de España, will be suspended in the same terms in which the latter suspends the calculation of the assessment period in accordance with Article 25.4.

Article 27. Information on the capital structure of credit institutions.

Regardless of the obligation laid down in Article 22.1 of Law 10/2014 of 26 June, credit institutions shall report to the Banco de España, in the form that it establishes, during the month following each quarter natural, the composition of its share capital, relating to all shareholders, in the case of banks, or all holders of contributions, in the case of credit unions, which at the end of that period have the consideration of financial institutions and those which do not, in their name, have shares or contributions entered in their name; represent a percentage of the share capital of the entity equal to or greater than 0.25 percent, in the case of banks or 1 percent in that of credit unions.

Article 28. Advertising of shareholdings.

1. In accordance with Article 88 of Law 10/2014 of 26 June, credit institutions shall include in annual memory:

(a) Individual information on holdings in their own capital, at the end of the financial year, held by credit institutions, national or foreign, or by groups within the meaning of Article 42 of the Trade Code, in any national or foreign credit institution, where the holding is equal to or greater than 5% of the capital or the voting rights of the entity.

(b) Individual information on the shares of the institution in the capital of other credit institutions, whether national or foreign, where such holdings reach or exceed the percentage referred to in point (a).

2. In the consolidated groups of credit institutions, the information required in the preceding paragraph shall be included in the group's memory and shall refer, in the case of paragraph (a) above, to holdings in any of the institutions of credit institutions. credit integrated in the group, and in the case of point (b), to which the group has the group as a whole.

CHAPTER III

Suitability, incompatibilities, and record of high charges

Article 29. Assessment of suitability.

1. The members of the Management Board, as well as the Directors-General or Assimilated and those responsible for the internal control functions and other key positions for the daily development of the credit institution's business, shall comply with the following conditions: with the requirements of good repute, experience and good governance set out in Title I, Chapter IV of Law 10/2014, of 26 June.

These requirements should also be met by members of the board of directors, as well as general or assimilated directors and those responsible for internal control functions and other key positions for daily development. the activity of the dominant company of a credit institution. When assessing those requirements, account shall be taken of the nature, scale and complexity of the functions performed by these persons in respect of the credit institution.

2. The assessment of the requirements referred to in the preceding paragraph shall be carried out:

(a) By the institution itself or, where appropriate, by its promoters, on the occasion of the application for authorisation for the exercise of credit institution activity, where new appointments are made, and whenever they occur circumstances which advise to re-assess the suitability in application of the procedures provided for in Article 33.

(b) By the acquirer of a significant share, when the acquisition of such participation results in new appointments, without prejudice to the subsequent valuation performed by the entity.

If the assessment of the suitability of the charges referred to in (a) and (b) above is negative, the entity shall refrain from appointing or holding the office to that person, or in the case of a The event shall take the appropriate steps to remedy the identified deficiencies and, where necessary, provide for temporary suspension or permanent cessation.

(c) By the Bank of Spain or, as the case may be, the European Central Bank in the following cases and periods:

1. On the occasion of the authorisation of the creation or acquisition of a credit institution within the time limit laid down in Article 3.

2. On the occasion of the acquisition of a significant participation from which new appointments are to be made, within the time limit provided for in Article 25.

3. Following the notification of the proposal for new appointments provided for in Article 33.3, within three months of such notification. In the absence of notification within this period, the assessment shall be deemed to be positive.

4. º When, in the presence of sound evidence, it is necessary to assess whether the suitability is maintained in relation to the members in office.

3. Any non-compliance with the requirements specified in Articles 30 to 32 shall be communicated to the Bank of Spain by the institution within a maximum of 15 working days from the date of its knowledge.

Article 30. Commercial and professional honorability requirements.

1. The commercial and professional honorability required pursuant to Article 24 of Law 10/2014 of 26 June, in those who have been showing a personal, commercial and professional conduct that does not cast doubt on their ability to perform sound and prudent management of the entity.

2. To assess the concurrency of commercial and professional honorability, all available information must be considered, including:

(a) The trajectory of the charge in question in its relationship with the regulatory and supervisory authorities; the reasons why it would have been dismissed or terminated in previous posts or positions; its personal and personal solvency record compliance with their obligations; their professional performance, if they have held liability positions in credit institutions that have been subject to an early action or resolution process; or if they have been disabled in accordance with the law 22/2003, dated 9 July, Insolvency, while the period of disqualification has not been completed set out in the judgment of qualification of the contest and the broken and the non-rehabilitated in proceedings prior to the entry into force of that law.

b) The conviction by the commission of crimes or misconduct and the sanction by the commission of administrative violations taking into account:

1. º The intentional or reckless character of the offense, fault, or administrative violation.

2. º If the conviction or penalty is or is not firm.

3. º The severity of the sentence or penalty imposed.

4. The criminalization of the facts that motivated the conviction or punishment, especially if it were crimes against the patrimony, money laundering, against the socioeconomic order and against the Public Finance and Security Social, or they would be in breach of the rules governing the exercise of banking, insurance or the securities market, or consumer protection.

5. º If the facts that led to the conviction or sanction were made in its own advantage or to the detriment of the interests of third parties whose administration or business management would have been entrusted, and where appropriate, the relevance of the (a) facts for which the conviction or penalty occurred in relation to the functions assigned to them or are to be assigned to the office in question in the credit institution.

6. The prescription of unlawful acts of a criminal or administrative nature or the possible extinction of criminal liability.

7. The existence of extenuating circumstances and subsequent conduct from the commission of the offence or offence.

8. The reiteration of convictions or penalties for offences, offences or offences.

For the purposes of assessing the provisions of this letter, the institution shall send to the Banco de España a certificate of criminal records of the person subject to assessment. The Bank of Spain shall also consult the databases of the European Banking Authority, the European Securities and Markets Authority and the European Insurance and Occupational Pensions Authority on administrative penalties and may establish a Committee of Independent Experts with the aim of informing the assessment files in which it is convicted of offences or offences.

c) The existence of relevant and substantiated investigations, both in criminal and administrative matters, on any of the facts mentioned in the letter b. 4. No, there is no lack of good repute over the mere the fact that, in the course of his or her duties, a counsellor, director-general or equivalent person, or other employee responsible for internal control or who holds a key position in the development of the general business of the institution is the subject of such a investigations.

3. If, during the course of his/her activity, he/she is present in the person evaluated, one of the circumstances provided for in the preceding paragraph and is relevant to the assessment of his/her good repute, the credit institution shall inform the Bank of Spain within the maximum period of 15 working days from its knowledge.

4. Members of the Board of Directors, Directors-General or Assimilated and other employees who are responsible for the internal control functions and other key positions for the daily development of the entity's activity knowledge that they are present in their person or in any of the above persons under one of the circumstances described in paragraph 2, shall immediately inform their entity.

Article 31. Knowledge and experience requirements.

1. They shall have the knowledge and experience required under Article 24 of Law 10/2014 of 26 June, who are trained in the appropriate level and profile, in particular in the areas of banking and financial services, and practical experience derived from their previous occupations for sufficient periods of time. This will take into account the knowledge acquired in an academic environment, as well as the experience in the professional development of functions similar to those that will be developed in other entities or companies.

2. In the assessment of practical and professional experience, particular attention must be paid to the nature and complexity of the posts, the powers and powers of decision and responsibilities assumed, as well as the number of persons employed. his position, the technical knowledge reached on the financial sector and the risks to be managed.

In any case, the knowledge and experience criteria shall be applied by assessing the nature, scale and complexity of the activity of each entity and the specific roles and responsibilities of the post assigned to the person. evaluated.

3. The Board of Directors shall also have members who, taken as a whole, have sufficient professional experience in the government of credit institutions to ensure the effective capacity of the Board of Directors of make decisions independently and autonomously for the benefit of the entity.

Article 32. Ability to exercise good governance of the entity.

1. In order to assess the capacity of the members of the Board of Directors to exercise good governance of the institution, as required by Article 24 of Law 10/2014 of 26 June, it shall be taken into account:

a) The presence of potential conflicts of interest that generate undue influences from third parties derived from:

1. º The charges performed in the past or present in the same entity or in other private or public organizations,

2. A personal, professional or economic relationship with other members of the board of directors of the entity, its parent or its subsidiaries,

3. A personal, professional or economic relationship with shareholders who have the control of the entity, its parent or its subsidiaries.

b) The ability to devote sufficient time to perform the corresponding functions.

2. If, during the course of his business, he or she is present in a member of the Bank of Spain, the credit institution shall inform the Bank of Spain within the maximum period of 15 years. business days from your knowledge.

Article 33. Selection, control and assessment of eligibility requirements by credit institutions.

1. Credit institutions and branches of credit institutions which are not authorised in a Member State of the European Union shall, under conditions proportionate to the nature, scale and complexity of their activities, have units and procedures (a) appropriate internal procedures for the selection and continuous assessment of the members of the Board of Directors and of their Directors-General or assimilated persons, and of those responsible for internal control functions and other key positions in the entity.

2. Credit institutions should also identify key positions for the daily development of their activity and those responsible for the internal control functions, while keeping the Bank of Spain up to date on the persons who perform them, the assessment of the suitability made by the institution and the documentation supporting it.

3. Credit institutions shall notify the Bank of Spain of the proposal for the appointment of new members of the Board of Directors, of Directors-General or of the same credit institution as, where applicable, of their company. dominant.

Article 34. Record of high charges.

1. For registration in the Register of High Charges provided for in Article 27 of Law 10/2014, of June 26, the directors and directors general or assimilated of the entity shall expressly declare in the document that they are accepted of the charge:

(a) Meeting the suitability requirements referred to in Article 24 of Law 10/2014 of 26 June.

(b) That there are no incourses in any of the limitations or incompatibilities set out in Article 26 of Law 10/2014 of June 26, or in any other rule that would apply to them.

2. In addition to the management of the Register of High Charges, the Banco de España will be responsible for the creation and management of a register of directors and directors-general or similar to the dominant companies of Spanish credit institutions. entities are financial holding companies or mixed financial holding companies. In this register, members, directors-general and those who are assimilated to them must be registered.

For the registration, the entity shall communicate its appointment within 15 working days following the acceptance of the charge, including personal and professional data which the Bank of Spain and declare expressly, in the document certifying the acceptance of the charge, that the directors and directors-general or assimilated-comply with the requirements set out in points (a) and (b) of the previous paragraph.

Article 35. Limits on obtaining credits, guarantees and guarantees for the high positions of the entity.

1. Credit institutions shall ask the Banco de España for authorisation for the granting of loans, guarantees and guarantees to the members of its board of directors or its directors-general or those who are assimilated.

2. It shall not require the authorisation referred to in the preceding paragraph the granting of the credit, guarantee or guarantee which:

a) This is covered by the collective agreements concluded between the credit institution and the group of its employees.

b) be carried out under contracts whose conditions are standardised and applied en masse and on a regular basis to a high number of customers, provided that the amount granted to the same person, to his or her family members up to second grade or to the companies in which these persons have a controlling interest equal to or greater than 15%, or of which the council is a party, does not exceed EUR 200,000.

In any event, the granting of the above transactions will be communicated to the Banco de España immediately after its concession.

3. When assessing the application for authorisation provided for in the previous paragraph, the Banco de España shall take into account at least the following factors:

(a) The effects the credit, guarantee or guarantee may have on the sound and prudent management of the institution and its correct compliance with the regulations of management and discipline.

b) The effects that these operations may have on the proper distribution of responsibilities within the organization and the prevention of conflicts of interest.

(c) The terms and conditions in which these transactions are granted in relation to the general interest of the institution and in particular, in comparison with the operations granted to other employees other than the members of the board of directors, directors general or assimilated and to the clientele.

CHAPTER IV

Corporate governance and remuneration policy

Article 36. Corporate governance and remuneration policy obligations.

1. For the purposes of Article 34.1.n) of Law 10/2014 of 26 June, the term 'discretionary pension benefits' means discretionary payments granted by a credit institution on an individual basis to its staff under a pension scheme. or a different instrument granting retirement benefits and which can be assimilated to variable remuneration. In no case shall it include benefits granted to an employee in accordance with the institution's pension system.

2. For the purpose of complying with the provisions of Article 34.1 (p) of Law 10/2014 of 26 June, the Banco de España may:

a) Impose restrictions on credit institutions for the use of the instruments outlined in that article of law.

b) Set the criteria necessary to allow the variable remuneration to be contracted according to the negative financial results of the credit institutions.

c) Require credit institutions and their groups to limit variable remuneration as a percentage of total revenue when this is not compatible with the maintenance of a solid capital base.

3. In relation to entities which have received financial support under the terms of Article 35 of Law 10/2014 of 26 June, and without prejudice to the other applicable rules, it is for the Bank of Spain to expressly authorise the amount, accrual and credit of any variable remuneration to managers and managers, and may also establish, where appropriate, limits to their total remuneration.

4. Without prejudice to the foregoing, the Banco de España will establish criteria on the concepts and policies of remuneration contained in Articles 32 to 35 of Law 10/2014 of 26 June, and in particular it will be able to establish specific criteria for the determination of the relationship between the fixed and variable components of the total remuneration.

5. In accordance with Article 29.1 of Law 10/2014 of 26 June, the Bank of Spain may have the obligation to constitute the committees provided for in Articles 31 and 36 of that Law, provided that:

(a) in the case of subsidiary credit institutions which have been exempted from the application of prudential requirements on an individual basis, pursuant to Articles 7 or 10 of Regulation (EU) No 575/2013 of 26 June 2013, and of the fifth additional provision of Law 10/2014 of 26 June.

(b) The parent credit institutions shall constitute such committees in accordance with Articles 38 and 39 and perform their functions for the subsidiaries.

Article 37. Corporate governance and remuneration policy advertising obligations.

1. In accordance with Article 29.5 of Law 10/2014 of 26 June, credit institutions shall provide on their website in a clear, comprehensible and comparable manner, the information on corporate governance provided for in Title I, Chapter V of The law and the manner in which they comply with their obligations of corporate governance and remuneration. The Bank of Spain shall specify the terms in which the website has to be set up and the information that credit institutions have to include in it, in accordance with the provisions of Law 10/2014 of 26 June, and in this chapter.

2. The Management Board shall be responsible for maintaining the above updated information.

3. The information on the remuneration payable in each financial year by the members of the board of directors, which shall be published on their website by the credit institutions, shall reflect the total amount of the remuneration due and a breakdown. individualised by remuneration concepts with reference to the amount of fixed components and allowances, as well as to variable remuneration concepts.

This information will contain all of the accrued remuneration concepts, whatever their nature or the entity of the group that satisfies it.

4. The provisions of the preceding paragraph shall include, where appropriate, the remuneration payable by the members of the board of directors for their membership of councils in other companies of the group or in which they act on behalf of the group.

5. Information on the outcome of the vote in the shareholders ' meeting or general assembly shall also be included in the remuneration policy of the members of the board of directors in accordance with the provisions of Article 33.3 of the Law 10/2014 of 26 June, indicating the existing quorum, the total number of valid votes, the number of votes for, against, and abstentions.

Article 38. Committee on appointments.

1. The nomination committee, provided for in Article 31 of Law 10/2014 of 26 June, shall at least perform the following tasks:

a) Identify and recommend, with a view to their approval by the board of directors or the general meeting, candidates to provide the vacant positions of the board of directors.

b) Assess the balance of knowledge, capacity, diversity and experience of the board of directors and elaborate a description of the functions and skills required for a particular appointment, assessing the commitment of Planned time for the performance of the position.

c) Evaluate periodically, and at least once a year, the structure, size, composition and performance of the board of directors, making recommendations to it, with respect to possible changes.

(d) Evaluate regularly, and at least once a year, the suitability of the various members of the board of directors and the board as a whole, and report to the management board accordingly.

e) Regularly review the policy of the board of directors on the selection and appointment of senior management members and make recommendations to them.

f) Establish, in accordance with Article 31.3 of Law 10/2014, of June 26, a representation objective for the least represented sex on the board of directors and elaborate guidelines on how to increase the number of persons of the least represented sex with a view to achieving this objective. The objective, the guidelines and the implementation thereof shall be published together with the information provided for in Article 435.2.c) of Regulation (EU) No 575/2013 of 26 June 2013 and shall be transmitted by the Bank of Spain to the Authority. European Banking.

The Bank of Spain will also use this information to carry out comparisons of practices in favor of diversity.

2. In the performance of its tasks, the appointment committee shall take into account, as far as possible and on an ongoing basis, the need to ensure that the decision-making of the board of directors is not dominated by an individual or an individual. reduced group of individuals in such a way that the interests of the entity as a whole are harmed.

3. The nomination committee may use the resources it deems appropriate for the development of its functions, including external advice, and receive appropriate funds for this.

Article 39. Remuneration Committee.

1. The remuneration committee provided for in Article 36 of Law 10/2014 of 26 June 2014 shall be responsible for the preparation of remuneration decisions, including those which have an impact on the risk and risk management of the the entity concerned, to be adopted by the Management Board.

In particular, the remuneration committee shall inform the general remuneration policy of the members of the board of directors, directors-general or similar directors, as well as individual and other remuneration. contractual terms and conditions for members of the board of directors who perform executive functions, and shall ensure compliance.

2. In cases where the specific rules of an institution provide for the representation of staff on the Board of Directors, the remuneration committee shall include one or more staff representatives.

3. When preparing decisions, the remuneration committee shall take into account the long-term interests of shareholders, investors and other stakeholders in the entity, as well as the public interest.

Article 40. Monitoring of remuneration policies.

The Banco de España shall collect and transmit to the European Banking Authority the information published by the institutions in accordance with Article 450.1.g. (h) and (i) of Regulation (EU) No 575/2013 of 26 June 2013. This information will be used by the Banco de España to compare trends and practices regarding remuneration.

In the case of information on the number of natural persons in each entity receiving remuneration of EUR 1 million or more per year, their responsibilities in the charge, the scope of the business involved and the main components of the salary, the incentives, the long-term premiums and the contribution to the pension.

Article 41. Risk management function.

1. The Director of the Risk Management Unit provided for in Article 38.1 of Law 10/2014 of 26 June 2014 will be an independent senior management officer, who will not perform operational functions and will specifically assume responsibility for the role of the risk management and may not be revoked from office without prior approval of the board of directors.

In any case, operational functions will be understood to involve executive or management responsibilities in the entity's lines or business areas.

For the exercise of its functions the director of the risk management unit shall have direct access to the management board.

2. Where the nature, scale and complexity of the entity's activities do not justify the specific name of a person, another senior management of the entity may perform such a function, provided that there is no conflict of interest.

3. The risk management unit of credit institutions shall be the responsibility of:

a) Determine, quantify, and adequately report all important risks.

b) Participate actively in the development of the entity's risk strategy and in all important risk management decisions.

c) Present a complete picture of the entire range of risks to which the entity is exposed.

d) Report directly to the Governing Board on specific risk developments affecting or likely to affect an entity.

Article 42. Risk Committee.

1. It shall be for the risk committee provided for in Article 38 of Law 10/2014 of 26 June:

a) Advise the board of directors on the overall risk, current and future propensity of the entity and its strategy in this area, and assist in monitoring the implementation of that strategy.

However, the Board of Directors shall be responsible for the risks that the institution assumes.

b) To monitor that the pricing policy of the assets and liabilities offered to clients takes full account of the business model and the risk strategy of the entity. Otherwise, the risk committee shall submit to the management board a plan to remedy it.

c) Determine, together with the board of directors, the nature, quantity, format and frequency of the risk information to be received by the committee itself and the board of directors.

d) Collaborate for the establishment of rational remuneration policies and practices. For such purposes, the risk committee shall examine, without prejudice to the functions of the remuneration committee, whether the policy of incentives provided for in the remuneration system takes into account the risk, capital, liquidity and probability. and the opportunity for benefits.

2. For the proper performance of their tasks, institutions shall ensure that the risk committee is able to access information on the risk situation of the institution without difficulties and, if necessary, to the risk management unit and to the risk management unit. specialised external advice.

TITLE II

Solvency of credit institutions

CHAPTER I

Capital Risk and Self-Assessment Systems, Procedures and Mechanisms

Article 43. Organization, risk management, and internal control requirements.

1. In accordance with Article 29 of Law 10/2014 of 26 June, credit institutions shall have on a consolidated or consolidated basis with systems, strategies, procedures and mechanisms to comply with the rules of management and discipline, in particular the rules laid down in Articles 46 to 54. To this end, they shall:

a) Contar with an organizational structure appropriate to the nature of its activities and with well-defined, transparent and coherent lines of responsibility.

b) Dispose of an internal audit function that ensures the proper functioning of the internal control and information systems.

c) Count on a unit that performs the compliance function. This function must be integral in nature, including, inter alia, the obligations arising from the provision of investment services, as well as those laid down in the rules on the prevention of money laundering.

2. The functions referred to in points (b) and (c) of the previous paragraph shall be performed under the principle of independence from the areas, units or functions on which they are to be verified.

The Board of Directors of the credit institution shall also be regularly informed of the results of the verification tasks carried out by the internal audit and regulatory compliance functions.

3. Credit institutions which have not been exempted by the Bank of Spain pursuant to Articles 7 or 10 of Regulation (EU) No 575/2013 of 26 June 2013 and of the fifth additional provision of Law 10/2014 of 26 June 2013 on credit institutions the application of the prudential requirements on an individual basis shall have the systems, strategies, procedures and mechanisms referred to in paragraph 1 also on an individual basis.

4. Subsidiaries of Spanish credit institutions located in non-EU Member States shall also have equivalent systems, strategies, procedures and mechanisms in place unless the law of the country in which the subsidiary is located prohibited.

5. Credit institutions providing investment services shall comply with the internal organisation requirements set out in Article 70 ter.3 of Law 24/1988 of 28 July.

Notwithstanding the above, the requirements of Article 70 ter.3.a) of the Law 24/1988 of 28 July, relating to administrative and accounting procedures, internal control mechanisms, audit, and audit, shall be understood to be fulfilled. internal and effective risk assessment techniques, as well as the obligation to have measures to ensure continuity and regularity in the provision of services, as referred to in point (b) of the same paragraph, when institutions comply with this chapter.

Article 44. Responsibility of the management board for risk taking.

1. For the correct exercise of the responsibilities of the management board on risk management provided for in Article 37.2 of Law 10/2014 of 26 June, credit institutions shall:

a) They shall establish channels of information to the Management Board covering all major risks and risk management policies and their modifications.

(b) Ensure that the management board is able to access information on the risk situation of the institution without difficulty and, if necessary, to the risk management and external advisory function specialized.

2. The management board shall determine, together with the risk committee, the nature, quantity, format and frequency of the risk information to be received by the committee and the board of directors.

Article 45. Implementation of the internal capital self-assessment process.

1. The process of self-assessment of the capital provided for in Article 41 of Law 10/2014, of 26 June, will be carried out:

(a) On a consolidated basis, in accordance with the scope and the prudential consolidation methods provided for in Part One, Title II, Chapter 2, Sections 2 and 3 of Regulation (EU) No 575/2013 of 26 June 2013, by:

1. Parent Credit Entities.

2. The entities controlled by financial holding companies and mixed financial holding companies. However, where a financial holding company or a parent mixed financial holding company controls more than one credit institution or investment firm, the capital self-assessment process shall be carried out in the same way as in the case of a financial holding company. only by the credit institution or investment firm in respect of which supervision is applied on a consolidated basis in accordance with Article 81.

b) On an individual basis by:

1. º Credit institutions other than subsidiaries, parent companies or entities permanently affiliated to a central body in accordance with Article 10 of Regulation (EU) No 575/2013 of 26 June.

2. º Credit institutions not included in the consolidation in accordance with Article 19 of Regulation (EU) No 575/2013 of 26 June.

(c) On a sub-consolidated basis by the affiliated credit institutions authorised in Spain where these entities or their financial holding company or parent mixed financial holding company have as subsidiaries in non-Member States. members of the European Union to credit institutions, investment firms or financial institutions or to hold a stake in such a company.

For the purposes of this letter, they shall be considered as financial institutions as defined in Article 40 of Law 10/2014 of 26 June.

2. The strategies and procedures referred to in Article 41 of Law 10/2014 of 26 June shall be summarised in an annual self-assessment report on the internal capital to be sent to the Bank of Spain before 30 April of each financial year, or in a shorter term when the Bank of Spain establishes it.

For the preparation of this report credit institutions should take into account the criteria that the Banco de España will publish to these effects.

Article 46. Credit risk and counterparty risk.

In terms of credit risk and counterparty risk, institutions shall:

a) Basis the granting of credits on solid and well-defined criteria.

b) Establish a clear procedure for the approval, modification, renewal and refinancing of credits.

(c) Dispose of internal methodologies that enable them to assess the credit risk of exposures to individual debtors, securities or securitisation positions, as well as the credit risk of the portfolio as a whole.

Internal methodologies will not be solely or mechanically supported in external credit ratings. The fact that the own resources requirements are based on the rating of an external credit rating agency or the non-existence of a rating of the exposure shall not prevent institutions from taking into account another relevant information to assess your internal capital allocation.

d) Use effective methods to permanently manage and monitor the various portfolios and exposures at credit risk.

e) Identify and manage doubtful credits, and perform appropriate value adjustments and provisions.

(f) Diversify credit portfolios in an appropriate manner according to the target markets and the overall credit strategy of the institution.

Article 47. Residual risk.

Entities shall have written policies and procedures, among other means, to manage the possibility that the credit risk mitigation techniques referred to in Article 108 of Regulation (EU) No 104/2014 are to be used. 575/2013, June 26, are less effective than expected.

Article 48. Risk of concentration.

Entities should have written policies and procedures, among other means, to control the risk of concentration derived from:

(a) Exhibitions vis-à-vis each of the counterparties, including central counterparties, related counterparty groups and counterparties of the same economic sector, of the same geographical region or of the same geographical region activity or raw material, as determined by the Banco de España.

(b) The application of credit risk mitigation techniques, including risks related to large indirect credit exposures, such as an issuer of collateral.

Article 49. Risk of securitisation.

1. Risks arising from securitisation transactions in which the credit institution acts as an investor, originator or sponsor, including reputational risk, shall be valued and controlled by means of appropriate policies and procedures for ensure, in particular, that the economic content of the operation is fully reflected in the risk assessment and management decisions.

2. Credit institutions originating from renewable securitisation transactions that include early amortisation clauses shall have liquidity plans in place to deal with the implications arising from both maturity and maturity. of the anticipated.

Article 50. Market risk.

Credit institutions shall apply policies and procedures for the determination, valuation and management of all significant sources of market risk and for the effects of such risks that are significant.

In particular, the level of internal capital of institutions shall be appropriate to cover significant market risks that are not subject to a requirement for own resources.

Article 51. Risk of interest rates arising from activities outside the trading book.

Entities shall apply systems to determine, assess and manage the risk arising from possible changes in interest rates that have an impact on activities outside the trading book.

Article 52. Operational risk.

1. Institutions shall apply policies and procedures to assess and manage exposure to operational risk, including, where appropriate, the risk of a model, which covers the risk of infrequent events generating very high losses.

To this end, model risk means the risk of potential loss in which an entity could incur as a result of decisions based primarily on the results of internal models, due to errors in the conception, application or use of such models.

Entities shall specify what constitutes an operational risk for the purposes of those policies and procedures.

2. Institutions shall establish emergency and business continuity plans that enable them to maintain their business and to limit losses in the event of serious disruptions to the business.

Article 53. Liquidity risk.

1. Institutions shall have sound strategies, policies, procedures and systems for the identification, management and measurement of liquidity risk, commensurate with the nature, scale and complexity of their activities. To this end, the Bank of Spain will require the institutions to:

a) Develop methods for tracking funding positions.

b) Identify the available load-free assets in emergency situations, taking into account potential legal constraints on possible liquidity transfers.

c) Study the impact of different scenarios on their liquidity profiles.

2. Institutions shall, taking into account the nature, size and complexity of their activities, maintain liquidity risk profiles consistent with those necessary for the smooth functioning and soundness of the system. The Banco de España will monitor the evolution of these profiles maintained by the institutions, taking into account elements such as product design and volumes, risk management, financing policies and funding concentrations. In particular, the Bank of Spain will require the institutions:

(a) Contar with liquidity risk mitigation tools such as liquidity buffers, or an adequate diversification of funding sources that enable financial stress situations to be addressed.

b) Develop emergency plans to address scenarios under point (c) of the previous paragraph and plans to address potential liquidity shortfalls. The latter shall be tested by the institution at least once a year.

3. Where the Bank of Spain considers that an institution has lower liquidity levels than is appropriate in accordance with the criteria set out in this Article and its implementing rules or in Article 42 of Law 10/2014 of 26 June 2014, may adopt, inter alia, any of the measures referred to in Article 68.2 of that law.

These measures shall apply without prejudice to the penalties that correspond in accordance with the provisions of Title IV, Chapter III of Law 10/2014 of 26 June, and shall be related to the liquidity position of the the entity and the stable financing requirements laid down in the solvency rules.

4. Similarly, where the evolution of an institution's liquidity risk profiles could lead to instability in another entity or to systemic instability, the Banco de España will report on the measures taken to address this situation to the European Banking Authority.

Article 54. Risk of excessive leverage.

1. Institutions shall establish policies and procedures for the identification, management and control of the risk of excessive leverage.

2. The risk indicators for excessive leverage shall include the leverage ratio determined in accordance with Article 429 of Regulation (EU) No 575/2013 of 26 June 2013 and the gaps between assets and liabilities.

3. Institutions shall address the risk of excessive leverage on a preventive basis, taking due account of potential increases in such risk caused by reductions in the institution's own resources resulting from losses. provided for or effective, in accordance with the applicable accounting rules. For this purpose, institutions shall be in a position to deal with different situations of difficulty with regard to the risk of excessive leverage.

Article 55. Solvency regime applicable to branches of credit institutions of non-EU Member States.

The Banco de España, in accordance with Article 60.1 of Law 10/2014 of 26 June, will determine the solvency regime applicable to branches of credit institutions based in non-EU Member States. This scheme may exempt those branches, in whole or in part, from the provisions of the solvency rules according to the following criteria:

(a) That the institution is subject in its country of origin to requirements equivalent to those established by the solvency rules.

b) The branch to be integrated with the rest of the institution for the purposes of compliance with the solvency rules.

c) That the institution undertakes to support at all times, and whenever requested by the Bank of Spain, the obligations of its branch, providing it with the means necessary to meet these obligations in Spain.

d) That in the case of a tender, settlement, resolution or equivalent figures of the credit institution there is equal treatment of the depositors of the branch with that of the other of the institution, in particular those of its country of origin, except where deposits are scarcely significant in the case of the Banco de España.

e) That the entity has restructuring and resolution plans comparable to those required in the resolution of credit institutions.

(f) There is reciprocity in the solvency requirements required in the country of origin for branches of Spanish credit institutions.

However, the obligations required of branches of credit institutions based in non-EU Member States may not be less stringent than those required of branches of Member States of the European Union. European Union.

Article 56. Exposures to the public sector.

1. Pursuant to Article 115.2 of Regulation (EU) No 575/2013 of 26 June 2013, exposures to the Spanish Autonomous Communities and Local Entities shall be treated in the same way as exposures to the Spanish Autonomous Communities and Local Entities. General Administration of the State.

2. In accordance with Article 116.4 of Regulation (EU) No 575/2013 of 26 June 2013, where, in exceptional circumstances and in the judgment of the Bank of Spain, there is no difference in risk due to the existence of guarantees appropriate, the following exposures may be assigned the same weight as exposures to the Administration of which they are dependent:

(a) Exhibitions in front of Autonomous Bodies and Business Entities governed by Title III of Law 6/1997 of 14 April of the organization and operation of the General Administration of the State.

(b) Exhibitions vis-à-vis other public law agencies or entities linked to or dependent on the General Administration of the State.

c) Exhibitions in front of managing entities, Common Services and Social Security Mutual Services.

d) Exhibitions in front of the Official Credit Institute.

e) Exhibitions in front of Autonomous Communities and public entities dependent on the Autonomous Communities, provided that, in accordance with applicable laws, they have a similar nature to that provided for the dependents of the Administration of the State.

(f) Exhibitions vis-à-vis public bodies or entities of an administrative nature that are dependent on Spanish Local Authorities, provided that they are not for profit and develop administrative activities of their own entities.

(g) Exhibitions in relation to consortia integrated by Spanish Autonomous Communities or Local Entities, or by these and other Public Administrations, in so far as, by virtue of their composition, those General Administrations bear the majority of the consortium's economic responsibilities.

Article 57. Adoption of measures to return to compliance with the solvency rules.

1. Where a credit institution or group, or sub-group, consolidable of credit institutions presents a deficit of own resources that are available in respect of those required by the solvency rules, the entity or the obligor of the group or sub-group The Bank of Spain shall inform the Bank of Spain immediately and submit within one month a programme setting out the plans to return to compliance, unless the situation has been corrected. that period. The programme shall contain at least the aspects relating to the identification of the determining causes of the own resources deficit, the plan to return to compliance which may include the limitation of the development of activities involving high risks, divestiture of individual assets, or measures for raising the level of own resources and foreseeable deadlines for returning to compliance.

In the event that the defaulting entity belongs to a consolidated group or sub-group of credit institutions, the programme shall be endorsed by the obligor entity.

This program must be approved by the Banco de España, which may include any modifications or additional measures it deems necessary to ensure the return to the minimum levels of own resources required. The programme presented shall be deemed to have been approved if no express resolution has been produced within three months of its submission to the Bank of Spain.

The provisions of this paragraph shall not apply if the own resources deficit is lower than the combined requirement of capital buffers, in which case the provisions of Article 75 shall apply.

2. The same performance as provided for in the previous paragraph shall be followed where the limits to the major risks set out in Part 4 of Regulation (EU) No 575/2013 of 26 June 2013 are exceeded, including where due to a Reduction in the amount of own resources available.

3. Where the Bank of Spain, in accordance with Article 68 of Law 10/2014 of 26 June 2014, requires a credit institution or a group or sub-group to maintain own resources additional to those required on a minimum basis, and such a requirement is that the institution's own resources are insufficient, the entity or the obligor of the group or sub-group, as the case may be, shall submit within one month a programme setting out the plans to comply with the additional requirement, unless the situation has been corrected during that period. In the event that the defaulting entity belongs to a consolidated group or sub-group of credit institutions, the programme shall be endorsed by the obligor entity of the credit institution.

This program must be approved by the Banco de España, which may include any modifications or additional measures it deems necessary. The programme shall include the planned date of compliance with the additional requirement, which shall be the reference for the beginning of the calculation of the time limit set out in Article 92.d of Law 10/2014 of 26 June. The programme presented shall be deemed to have been approved if no express resolution has been produced within three months of its submission to the Bank of Spain.

4. When the Banco de España, in accordance with Article 68 of Law 10/2014 of 26 June, requires a credit institution or a group or sub-group to strengthen the procedures, mechanisms and strategies adopted, it may require the presentation of a programme setting out the measures necessary to address the shortcomings identified and the time-limits for implementation. This programme must be approved by the Bank of Spain, which may include any amendments or additional measures it deems necessary.

5. Where several of the assumptions made in the previous paragraphs are simultaneously given, the programme submitted may be as a whole.

CHAPTER II

Capital Mattresses

Article 58. Combined requirement of capital buffers.

1. Credit institutions, in accordance with Article 43 of Law 10/2014 of 26 June, shall at all times comply with the combined requirement of capital buffers, understood as the total of the Common Equity Tier 1 capital required to comply with this Regulation. with the obligation to have a capital conservation buffer, and, if applicable:

a) A specific countercyclical capital buffer for each entity.

b) A buffer for global systemically important entities.

c) A buffer for other systemically important entities.

d) A systemic risk buffer.

Common Equity Tier 1 capital required to satisfy each of the mattresses shall be additional to that required to satisfy the remaining mattresses, the own resources requirements laid down in Article 92 of the Regulation (EU) No 575/2013 of 26 June and those other than, where appropriate, may require the Banco de España, pursuant to Article 68.2.a) of Law 10/2014, of 26 June.

Credit institutions, in accordance with Article 43 and the additional 16th provision of Law 10/2014, of 26 June, shall also comply with the capital buffers established by the European Central Bank.

2. Capital buffers shall be determined as a percentage of the amount of the institution's risk exposures corresponding to each buffer calculated in accordance with Article 92.3 of Regulation (EU) No 575/2013 of 26 June 2014. 2013, with the details that, if appropriate, could be established by the Banco de España. However, in the calculation of the combined capital buffer requirement, such exposures may be adjusted in order to meet the own resources requirements together with the combined capital buffer requirements that correspond to each of the risk exposure does not result in a value exceeding that of the respective exposure. The total adjustment of the risk-weighted exposure amounts shall be given by the sum of the excess calculated for each exposure subject to the restrictions that the Bank of Spain determines where appropriate.

3. In accordance with Article 5.1 of Council Regulation (EU) No 1024/2013 of 15 October 2013, the Bank of Spain, when it intends to establish a capital buffer under the provisions of this Chapter, shall notify it 10 days before taking such a decision to the European Central Bank. Should the European Central Bank object, the Banco de España shall duly consider the reasons given before the adoption of the mattress.

Article 59. Level of application of the capital conservation buffer.

Compliance with the capital conservation buffer of 2.5 percent as referred to in Article 44 of Law 10/2014 of June 26, shall be carried out individually and on a consolidated basis, according to the first part, II, of Regulation (EU) No 575/2013 of 26 June.

Article 60. Calculation of the specific countercyclical capital buffer percentages of each entity.

1. In accordance with Article 45 of Law 10/2014 of 26 June, credit institutions shall maintain a countercyclical capital buffer calculated specifically for each institution or group. That buffer shall be equivalent to the total amount of risk exposure calculated in accordance with Article 92.3 of Regulation (EU) No 575/2013 of 26 June 2013, with the details that the Bank of Spain may establish, where appropriate, multiplied by a percentage of specific capital buffer.

2. Compliance with the countercyclical capital buffer shall be carried out on an individual and consolidated basis, in accordance with Title II of Part One of Regulation (EU) No 575/2013 of 26 June 2013.

3. The specific countercyclical capital buffer rate based on the institution shall consist of the weighted average of the percentages of countercyclical mattresses that are applicable in the territories in which the credit exposures are located. relevant to the entity.

Credit institutions, in order to calculate the weighted average referred to in the preceding paragraph, shall apply to each applicable countercyclical buffer percentage the total amount of their own resources requirements by credit risk, as determined in accordance with Part Three, Titles II and IV of Regulation (EU) No 575/2013 of 26 June 2013, and corresponding to the relevant credit exposures in the territory in question, divided by the total amount of its own resources requirements for credit risk corresponding to the whole of its relevant credit exposures.

4. In order to determine the countercyclical buffer rate applicable to exposures located in Spain, the provisions of Article 61 shall be taken into account.

5. The countercyclical buffer rates applicable to exposures located in Member States of the European Union shall be:

(a) The percentages set by the designated authorities that do not exceed 2.5 percent;

(b) The percentages set by the designated authorities that correspond to more than 2.5% and which have been recognised by the Banco de España.

For the purposes of the preceding paragraph, the Banco de España shall establish criteria for the recognition of anticyclical capital buffers exceeding 2,5% and the advertising rules for such recognition.

(c) 2.5% when the designated authorities concerned have set a higher percentage and the latter has not been recognised by the Banco de España.

6. The countercyclical buffer rate applicable to exposures located in non-EU Member States shall be:

(a) The fixed, if applicable, by the Banco de España when the designated authorities concerned have not set a percentage.

(b) The one set by the appropriate designated authorities provided that it does not exceed 2,5% and unless the Banco de España decides to set a higher percentage.

(c) The one set by the corresponding designated authorities provided that it exceeds 2.5% and has been recognised by the Banco de España.

The Bank of Spain shall establish criteria for setting percentages in accordance with points (a) and (b) and to recognise those established by the designated authorities of other Member States in accordance with point (c).

The Bank of Spain shall also establish rules for the advertising of the percentages fixed in accordance with the preceding letters.

7. The Bank of Spain shall determine the relevant credit exposures for the purposes of this Article and the form of identification of its geographical location.

8. For the purposes of the calculation provided for in paragraph 3, the decisions to fix a certain percentage of the buffer shall be taken as follows:

(a) The percentage of the countercyclical buffer corresponding to exposures located in Spain or in other Member States of the European Union shall apply from the date specified in the information published with pursuant to Article 61.4 or in accordance with the equivalent national provisions of those Member States which are applicable, if the decision has the effect of an increase in the percentage of the buffer.

(b) Without prejudice to point (c), the countercyclical buffer rate for a non-Member State of the European Union shall be applied 12 months after the date on which the relevant authority of that State has announced a change of that percentage, irrespective of whether that authority requires the entities incorporated in that State to apply the change within a shorter period of time, if the decision has the effect of an increase in the percentage of the mattress.

(c) Where the Bank of Spain sets the percentage of the countercyclical buffer for a non-Member State of the European Union in accordance with paragraph 6, that percentage shall apply from the date specified in the information that is published in accordance with that paragraph.

(d) The percentage of the countercyclical buffer shall be applied immediately if the decision has a reduction of the countercyclical buffer.

For the purposes of point (b), any modification of the percentage of the countercyclical buffer relating to a non-member State shall be deemed to have been announced on the date on which the relevant authority of the third country concerned publish in accordance with the national rules applicable to this effect.

Article 61. Fixing the percentages of the countercyclical mattresses.

1. The Banco de España shall calculate each quarter a buffer pattern to be taken as a reference for fixing the percentage of the countercyclical buffer for exposures located in Spain.

This buffer pattern shall be a reference parameter consisting of a countercyclical buffer rate and shall be calculated and published in accordance with the criteria and procedure determined by the Bank of Spain. In any case, it should reflect in a transparent manner the credit cycle and the risks arising from any excessive credit growth in Spain, and take due account of the particularities of the Spanish economy. It shall also be based on the deviation of the credit ratio from the gross domestic product of its long-term trend.

2. The Bank of Spain shall assess and determine the appropriate percentage of the countercyclical buffer for credit exposures in Spain on a quarterly basis and, in doing so, shall take into account the following:

(a) The mattress pattern calculated in accordance with paragraph 1.

(b) The recommendations and guidelines in force issued, where appropriate, by the European Systemic Risk Board on the fixing of the percentages of countercyclical mattresses.

c) Any other variables that the Banco de España considers relevant.

3. The percentage of the countercyclical buffer, expressed as a percentage of the total amount of risk exposure calculated in accordance with Article 92.3 of Regulation (EU) No 575/2013 of 26 June 2013, with the details that, if applicable, The Bank of Spain may establish the Bank of Spain and apply to institutions with credit exposure in Spain under the provisions of Article 60.3, it shall be between 0% and 2,5%, calibrated in multiples of 0,25 percentage points. Where the assessment referred to in paragraph 2 justifies it, an anti-cyclical buffer rate of more than 2,5% may be fixed.

4. The Banco de España shall announce the quarterly fixing of the countercyclical buffer rate by publication on its website, accompanied by the minimum information determined by the Bank of Spain.

Article 62. Identification of entities of global systemic importance.

1. The Banco de España will identify, in accordance with Article 46 of Law 10/2014 of June 26, those entities that, on a consolidated basis, are Entities of Global Systemic Importance (hereinafter EISM) for the purposes of the calculation of the SISM buffer.

Credit institutions, financial holding companies and mixed financial holding companies that are the parent of a group of financial institutions that include at least one institution shall be identified as EISM. credit.

However, no EISM may be those credit institutions which are subsidiaries with a parent in a Member State of the European Union of credit institutions or investment firms, of financial corporations. portfolio or mixed financial holding companies.

2. The Bank of Spain shall determine the method of identification of the EISM based on the different circumstances in which the entity is located in accordance with Article 46.2 of Law 10/2014 of 26 June. Such circumstances shall be equally weighted and measured by quantifiable indicators.

The method developed by the Banco de España will allow the designation or not as the EISM of the entity assessed and its classification in a subcategory as described in Article 46.2 of Law 10/2014 of June 26.

3. Without prejudice to paragraph 1, the Banco de España may, in the exercise of prudent supervision:

a) Reclassify an EISM of a lower subcategory into a higher subcategory.

b) Classify an entity within the meaning of paragraph 1, the overall score of which is lower than the limit set for the lower sub-category in that sub-category or in another sub-category, and thus designate it as EISM.

Article 63. Identification of Other Entities of Systemic Importance.

1. The Banco de España shall identify, in accordance with Article 46 of Law 10/2014 of 26 June, those entities which, on an individual basis, sub-consolidated or consolidated, are Other Entities of Systemic Importance (hereinafter OEIS) for the purposes of the calculation. of the mattress for OEIS.

The OEIS may be either a credit institution or a financial holding company or a mixed financial holding company that is the parent of a group of financial institutions that includes at least one financial institution. credit.

2. The Bank of Spain shall determine the method of identification of the OEIS taking into account at least one of the criteria set out in Article 46.3 of Law 10/2014 of 26 June.

Article 64. Buffer fixation for Other Entities of Systemic Importance.

1. Where the Bank of Spain requires the maintenance of a buffer for OEIS as provided for in Article 46.5 of Law 10/2014 of 26 June, it shall comply with the following:

(a) The buffer for OEIS shall not cause disproportionate damage to the whole or parts of the financial system of other Member States of the European Union or the Union as a whole, in such a way as to form or create a an obstacle to the functioning of the internal market.

(b) The buffer required for OEIS shall be reviewed at least once a year.

2. Before setting a buffer for OEIS or amending it, the Bank of Spain shall notify the Commission, the European Systemic Risk Board, the European Banking Authority and the competent and designated authorities of the Member States that it is a month before the publication of the decision referred to in Article 46.5 of Law 10/2014 of 26 June. The notification shall describe in detail the following elements:

a) The reasons why it is considered that the OEIS mattress can be effective and proportionate to reduce risk.

b) An assessment of the likely positive or negative impact of the OEIS buffer on the single market on the basis of the information available.

c) The percentage of the buffer for OEIS that you want to require.

3. Without prejudice to Articles 46.5 and 47 of Law 10/2014 of 26 June, where an OEIS is a subsidiary either of an EISM or an OEIS which is a parent entity of the European Union and is required to maintain a buffer for OEIS in consolidated basis, the applicable buffer on an individual or sub-consolidated basis for the OEIS shall not exceed the highest of the following percentages:

(a) 1% of the total amount of risk exposure, calculated in accordance with Article 92.3 of Regulation (EU) No 575/2013 of 26 June 2013.

b) The percentage of the EISM or OEIS buffer applicable to the group on a consolidated basis.

Article 65. Joint application of the mattresses for EISM, OEIS and systemic risk buffer.

The Banco de España will determine rules for joint application of the mattresses for EISM, OEIS and against systemic risks.

Article 66. Reporting obligations of the Banco de España in relation to the EISM and the OEIS.

1. The Banco de España shall notify the European Commission, the European Systemic Risk Board and the European Banking Authority of the names of the EISM and the OEIS and the corresponding sub-categories in which the first ones have been classified, and shall make public their names. The Banco de España shall make public the subcategory in which each EISM has been classified.

Each year, the Banco de España will review the identification of the EISM and OEIS and the classification by sub-categories of the former, and report its results to the affected systemic entity as well as to the Commission. European, to the European Systemic Risk Board and to the European Banking Authority, also making public both the updated list of identified systemically important entities, and the sub-category in which each of them has been classified the EISM identified.

2. If the Banco de España takes a decision in accordance with Article 62.3.b, it shall inform the European Banking Authority, including its reasons.

Article 67. Setting of the systemic risk buffer.

1. In accordance with Article 47.1 of Law 10/2014 of 26 June, the Banco de España may require all entities or one or more sub-sectors thereof to maintain, in addition to the Common Equity Tier 1 capital, to comply with the requirement of Article 4 (1) of Law 10/2014. of own resources imposed by Article 92 of Regulation (EU) No 575/2013 of 26 June 2013 on a systemic risk buffer of at least 1 per cent of Common Equity Tier 1 capital, based on the exposures to which this is applied a buffer, in accordance with paragraph 3, on an individual, consolidated or sub-consolidated basis in accordance with the First, Title II of Regulation (EU) No 575/2013 of 26 June 2013. The Banco de España may require institutions to maintain the systemic risk buffer on an individual and consolidated basis.

2. The buffer shall be set by gradual or accelerated adjustment steps of 0,5 percentage points and different requirements may be established for different subsectors of the sector, as determined by the Banco de España.

3. The systemic risk buffer may be applied to exposures located in Spain and may also be applied to exposures in third countries, as determined by the Bank of Spain. It may also apply to exposures located in other Member States, subject to the provisions of Article 133.15 of Directive 2013 /36/EU of the European Parliament and of the Council of 26 June 2013 on access to the business of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006 /48/EC and 2006 /49/EC and in Article 68.2 of this Directive decree.

4. Where the maintenance of a systemic risk buffer is required, the Banco de España shall comply with the following:

(a) The systemic risk buffer should not be disproportionate to the whole or parts of the financial system of other Member States or the Union as a whole, in such a way as to form or create a an obstacle to the functioning of the internal market.

(b) The required systemic risk buffer shall be reviewed at least every two years.

5. The Banco de España, when it establishes a systemic risk buffer as provided for in this Chapter, may request the European Systemic Risk Board to issue a recommendation, in accordance with Article 16 of Regulation (EU) No 139/2014. 1092/2010 of the European Parliament and of the Council of 24 November 2010 on the macro-prudential supervision of the financial system in the European Union and establishing a European Systemic Risk Board for one or more of the States members who can recognize the percentage of systemic risk buffer.

Article 68. Systemic risk buffer fixation procedure of less than 3 percent.

1. Before setting a systemic risk buffer rate of up to 3% or amending it in this regard, the Bank of Spain shall notify the Commission, the European Systemic Risk Board, the European Banking Authority and the European Commission of the competent and designated authorities of the Member States concerned, one month before the publication of the decision referred to in Article 71. If the buffer is applicable to exposures located in non-EU Member States, it shall also notify the supervisory authorities of those States.

The following elements shall be described in detail in that notification:

a) The existing systemic or macroprudential risk in Spain.

(b) The reasons why the magnitude of systemic or macro-prudential risks pose a threat to the stability of the financial system at national level that justifies the risk buffer rate systemic.

c) The reasons why the systemic risk buffer is considered to be effective and proportionate to reduce risk.

(d) An assessment of the likely positive or negative impact of the systemic risk buffer on the internal market on the basis of the information available to it.

e) The reason why none of the measures available under Regulation (EU) No 575/2013 of 26 June 2013, excluding Articles 458 and 459, or of Law 10/2014 of 26 June 2013, and of this royal decree are sufficient, on their own or in combination, to address the macro-prudential or systemic risk involved, taking into account the relative effectiveness of those measures.

f) The percentage of systemic risk buffer that you want to require.

2. Once the notification referred to in paragraph 1 has been made, the Bank of Spain may apply the buffer to all exposures. However, if the fixing of the buffer is based on exposures to other Member States, the same level should be set for all exposures located in the European Union.

Article 69. Method for fixing the systemic risk buffer between 3 and 5 percent.

1. The fixing of mattresses against systemic risks between 3 and 5% shall comply with the procedure laid down in Article 68.

By way of derogation from the preceding paragraph, the fixing of systemic risk mattresses in excess of 3% for exposures located in other Member States of the European Union shall be in accordance with the procedure laid down in Article 70.

2. By way of derogation from paragraph 1, the Bank of Spain shall wait for the opinion issued by the European Commission in accordance with Article 133.14 of Directive 2013 /36/EU of 26 June 2013 before adopting the risk buffer systemic.

If the European Commission's opinion is negative, the Bank of Spain will abide by the opinion or explain why it does not.

3. Notwithstanding the foregoing, if any sub-sector of the financial sector is a subsidiary whose parent undertaking is established in a Member State of the European Union, the Bank of Spain shall also make the notification referred to in Article 68. competent authorities or designated by the Member State concerned for the establishment of capital buffers.

The Bank of Spain will also wait for the opinion of the European Commission and the recommendation issued by the European Systemic Risk Board under Article 133.14 of Directive 2013 /36/EU of 26 June before adopting the mattress.

In case of disagreement between the Bank of Spain and the competent or designated authorities referred to in the first subparagraph of this paragraph, or the opinion of the European Commission and the recommendation of the European Board of Systemic risk are both negative, the Bank of Spain will raise the issue with the European Banking Authority and will ask for assistance under Article 19 of Regulation (EU) No 1093/2010 of 24 November 2010. The decision to set the buffer for those exposures shall be suspended until the European Banking Authority has acted.

Article 70. Systemic risk buffer fixation procedure greater than 5 percent.

1. Before fixing the systemic risk buffer by a percentage of more than 5% or amending it in this regard, the Bank of Spain shall notify the Commission, the European Systemic Risk Board, the European Banking Authority, and the competent and designated authorities of the Member States concerned. If the buffer is applicable to exposures located in non-EU Member States, it shall also notify the supervisory authorities of those States. The notification shall describe in detail the following elements:

(a) The existing systemic or macro-prudential risk in the Member State.

(b) The reasons why the magnitude of systemic or macro-prudential risks pose a threat to the stability of the financial system at national level that justifies the risk buffer rate systemic.

c) The reasons why the systemic risk buffer is considered to be effective and proportionate to mitigate risk.

(d) An assessment of the likely positive or negative impact of the systemic risk buffer on the internal market on the basis of the information available to the Member State.

e) The reason why none of the measures available under Regulation (EU) No 575/2013 of 26 June 2013, excluding Articles 458 and 459, or of Law 10/2014 of 26 June 2013, and of this royal decree are sufficient, on their own or in combination, to address the macro-prudential or systemic risk involved, taking into account the relative effectiveness of those measures.

f) The percentage of systemic risk buffer that you want to require.

2. The Bank of Spain shall only adopt the systemic risk buffer referred to in paragraph 1 or the amendment of paragraph 1 if it has the relevant authorisation of the European Commission in accordance with Article 113.15 of the Directive 2013 /36/EU of 26 June.

Article 71. Advertising of mattresses against systemic risks.

The Banco de España will announce the fixing of the systemic risk buffer by publication on an appropriate website. The announcement shall include at least the following information:

a) The percentage of systemic risk buffer.

b) The entities to which the systemic risk buffer applies.

c) The reasons for the systemic risk buffer.

d) The date from which institutions must apply the systemic risk buffer that has been fixed or modified.

e) The names of countries where exposures to which the systemic risk buffer is applied are located.

The information referred to in point (b) shall not be included in the notice if its publication could jeopardise the stability of the financial system.

Article 72. Recognition of the percentage of systemic risk buffer.

1. The Bank of Spain may recognise the systemic risk buffer rate set by a competent or designated authority of another Member State and apply that buffer rate to the Spanish institutions for exposures located in the Member State fixing that buffer rate.

2. Where the Bank of Spain recognises the percentage of systemic risk buffer fixed by the competent or designated authority of another Member State in respect of authorised entities at national level, it shall notify the Commission of such risks. European, to the European Systemic Risk Board, to the European Banking Authority and to the Member State which has fixed such a buffer.

3. When deciding whether or not to recognise a systemic risk buffer rate, the Banco de España shall take into account the information submitted by the Member State that sets the percentage of the systemic risk buffer in accordance with the its national legislation transposing Article 133 of Directive 2013 /36/EU of 26 June 2013, paragraphs 11, 12 or 13, as appropriate.

Article 73. Calculation of the maximum distributable amount.

1. In accordance with Article 48 (2) of Law 10/2014 of 26 June 2014, credit institutions which do not meet the combined requirement of capital buffers or for which a distribution of Common Equity Tier 1 capital are to be carried out The reduction to a level where the combined requirement is no longer respected shall be calculated as the maximum distributable amount (hereinafter IMD) in accordance with paragraph 2.

2. Institutions shall calculate the IMD as specified by the Bank of Spain and, in any case, on the basis of the following:

a) Provisional profit for the year.

b) Benefits at the end of the financial year.

(c) Amounts that would have to be paid in tax for the preservation of the items specified in (a) and (b).

d) A multiplier factor based on the Common Equity Tier 1 capital held by the institution which is not used to meet the own resources requirement provided for in Article 92.1.c of Regulation (EU) No 575/2013 of 26 June 2013, according to the following criteria:

1. When the Common Equity Tier 1 capital is placed in the first quartile (i.e. the lowest) of the combined capital mattress requirement the factor shall be 0;

2. when the Common Equity Tier 1 capital is in the second quartile of the combined capital mattress requirement, the factor shall be 0,2;

3. when the Common Equity Tier 1 capital is placed in the third quartile of the combined capital mattress requirement, the factor shall be 0,4;

4. º when the Common Equity Tier 1 capital is placed in the fourth quartile (i.e. the highest) of the combined capital mattress requirement, the factor shall be 0,6.

The lower and upper limits of each quartile of the combined mattress requirement shall be calculated as follows:

Lower quartile limit = Combined capital mattress requirement/4 × (Qn -1)

Top Quartil Limit = Combined Capital Mattress Requirement/4 × Qn

Qn indicates the ordinal number of the corresponding quartile.

3. Institutions shall have mechanisms in place to ensure that the amount of distributable profits and the IMD are calculated accurately and shall be able to demonstrate that accuracy to the Banco de España when requested.

Article 74. Obligations in case of non-compliance with the combined mattress requirements.

When an entity does not meet the combined buffer requirements and proposes to distribute all or part of its distributable profits or undertake any of the actions referred to in Article 48.2 of Law 10/2014, On 26 June, it shall notify the competent authority and provide the following information:

a) The amount of capital held by the entity, subdivided as follows:

1. Ordinary Tier 1 Capital.

2. Additional Tier 1 Capital.

3. Level 2 Capital.

b) The amount of its intermediate profits and the close of the financial year.

c) The IMD calculated as provided for in Article 73.

d) The amount of distributable benefits that you propose to assign to the following:

1. º Dividend Payments.

2. The purchase of your own shares.

3. º Payments linked to additional Tier 1 capital instruments.

4. º Payment of variable remuneration or discretionary pension benefits, either as a result of the assumption of a new payment obligation or an assumed payment obligation at a time when the entity does not comply with the combined mattress requirements.

Article 75. Content of the capital conservation plan.

Pursuant to Article 49 of Law 10/2014 of June 26, when a credit institution fails to meet the combined requirement of a buffer, it will draw up a capital conservation plan and present it to the Bank of Spain in the maximum period of five working days from the date on which the Bank of Spain establishes its non-compliance with those requirements, unless the Bank of Spain has authorised a period of up to 10 days. That plan must have the following content:

a) Income and expense estimates and a balance sheet forecast.

(b) Measures to increase the institution's capital ratios.

c) A plan and a calendar for increasing own resources with the aim of fully meeting the combined buffer requirements.

d) Any other data that the Banco de España deems necessary to carry out the assessment provided for in Article 49.2 of Law 10/2014 of 26 June.

TITLE III

Monitoring

CHAPTER I

Target scope of the monitor function

Article 76. Content of supervisory review and evaluation.

1. In accordance with Articles 51 and 52 of Law 10/2014 of 26 June, and taking into account the technical criteria referred to in Article 77, the Banco de España will review the systems, strategies, procedures and mechanisms applied. by institutions in order to comply with the provisions of the solvency rules, and shall assess:

a) The risks to which entities and their consolidable groups are or could be exposed.

b) the risks that an institution poses to the financial system, taking into account the determination and measurement of systemic risk in accordance with Article 23 of Regulation (EU) No 1093/2010 of 24 November 2010; or recommendations of the European Systemic Risk Board.

c) The risks that have been exposed in the stress tests.

As of this review and evaluation, the Banco de España will determine whether the systems, strategies, procedures and mechanisms employed by the institutions and the equity and liquidity held by them guarantee a sound management and coverage of your risks.

2. The Bank of Spain shall establish the frequency and intensity of the review and evaluation referred to in paragraph 1, taking into account the magnitude, systemic importance, nature, size and complexity of the entity's activities. (i) the principle of proportionality. The review and evaluation shall be updated at least on an annual basis.

3. Entities which, in the view of the Banco de España, have similar risk profiles for, inter alia, the affinity of their business models, the geographical location of their exposures or the nature and extent of the risks to the The Bank of Spain may decide to apply a supervisory review and evaluation process in a similar or identical manner

the Bank of Spain.

The decision taken under the previous paragraph shall be notified by the Bank of Spain to the European Banking Authority.

4. The Bank of Spain shall inform the European Banking Authority of the functioning of its supervisory review and evaluation process, as well as of the methodology used to make use of the supervisory powers provided for in Title III of the Law. 10/2014 of 26 June 2014 and Chapter IV of this Title provided that the review process shows that a credit institution could pose a systemic risk in accordance with Article 23 of Regulation (EU) No 1093/2010 of 24 November 2010. of 2010.

Article 77. Criteria applicable to supervisory review and evaluation.

1. In addition to the credit risk, market risk and operational risk, the review and evaluation carried out by the Banco de España in accordance with the previous Article shall include at least all of the following:

(a) The results of the stress tests carried out in accordance with Article 177 of Regulation (EU) No 575/2013 of 26 June 2013 by institutions using the ratings based approach internal.

(b) Exposure to the risk of concentration and its management by institutions, including compliance with these requirements set out in Part 4 of Regulation (EU) No 575/2013 of 26 June 2013 and in the Article 48 of this royal decree.

(c) The robustness, adequacy and manner of implementation of policies and procedures established by institutions for the management of residual risk associated with the use of recognised credit risk mitigation techniques.

d) The adequacy of own resources held by an institution with respect to assets that it has securitised.

e) Exposure to liquidity risk and its measurement and management by institutions.

f) The impact of the diversification effects and the way in which these effects are taken into account in the risk assessment system.

g) The results of the stress tests carried out by institutions using internal methods to calculate the own resources requirements by market risk in accordance with Part Three, Title IV, Chapter 5, of Regulation (EU) No 575/2013 of 26 June 2013.

h) The geographic location of the exposures of the entities.

i) The business model of the entity.

j) The assessment of systemic risk.

k) The exposure of institutions to the interest rate risk arising from activities outside the trading book.

l) The exposure of institutions to the risk of excessive leverage. In determining the adequacy of the leverage ratio of institutions and systems, strategies, procedures and mechanisms used by institutions to manage the risk of excessive leverage, the Bank of Spain shall take into account the business model of such entities.

m) The corporate governance systems of entities, their culture and corporate values and the ability of board members to perform their duties. In carrying out this review and evaluation, the Bank of Spain shall have access to, at least, the agendas and supporting documentation of the meetings of the Management Board and its committees, as well as the results of the internal evaluation or external action of the board of directors.

2. For the purposes of paragraph 1 (e), the Banco de España shall periodically carry out a comprehensive assessment of the overall management of liquidity risk by institutions and shall promote the development of sound internal methodologies.

When carrying out these tests, the Banco de España will take into consideration the role played by the entities in the financial markets, and the possible impact of its decisions on the stability of the financial system of the other Member States of the European Union concerned.

3. The Bank of Spain shall monitor whether an institution has provided implicit support to a securitisation. Where an institution has provided implicit support on more than one occasion to a securitisation, thereby preventing a significant transfer of the risk, the Banco de España shall take appropriate measures on the basis of the largest expectations that it will provide support for securitisation in the future.

Article 78. Internal methods for calculating own resource requirements.

1. The Bank of Spain shall monitor, taking into account the nature, scale and complexity of the activities of the institution, which is not exclusively or mechanically dependent on external credit ratings when assessing the solvency of the institution. a financial instrument or entity.

2. Without prejudice to the fulfilment of the criteria laid down for the trading book in Part Three, Title I, Chapter 3 of Regulation (EU) No 575/2013 of 26 June 2013, the Bank of Spain shall promote that entities that are important because of their size, internal organisation and nature, the size and complexity of their activities develop their capacity for internal credit risk assessment and use the ratings-based approach to a greater extent. internal to calculate your own resource requirements by credit risk when your exposures are significant in absolute terms and when they have a large number of significant counterparts simultaneously.

3. Without prejudice to the fulfilment of the criteria for the use of internal methods for the calculation of the own resources requirements set out in Part Three, Title IV, Chapter 5 of Regulation (EU) No 575/2013 of 26 June 2013, the Banco de España will promote that institutions, taking into account their size, their internal organisation and the nature, size and complexity of their activities, develop specific internal risk assessment capabilities and use more internal methods for the calculation of your own risk capital requirements (a) specific to the debt instruments of the trading book, as well as internal methods for the calculation of the own resources requirements for default and migration risk, where their exposures to the specific risk are significant in absolute terms and when they have a large number of significant positions in debt instruments of different issuers.

4. In order to promote the use of internal methods, the Banco de España may, among other measures, publish technical guidelines on the elaboration and implementation of these methods for the calculation of own resources requirements.

Article 79. Establishment of internal methods monitoring references for the calculation of own resource requirements.

1. Institutions which are permitted to use internal methods for the calculation of risk-weighted exposure amounts or own resources requirements, with the exception of operational risk, shall report to the Bank of Spain the results of the the application of its internal methods to its exposures or positions included in the reference portfolios drawn up by the European Banking Authority in accordance with Article 78.8.b of Directive 2013 /36/EU of 26 June 2013.

2. The entities referred to in the preceding paragraph shall present the results of their calculations to the Banco de España and the European Banking Authority, accompanied by an explanation of the methods used to produce those results, at least one time a year.

In the presentation of these results, institutions shall use the template prepared by the European Banking Authority for these communications.

3. By way of derogation from the previous paragraph, the Banco de España may, after consultation with the European Banking Authority, draw up specific portfolios to assess the internal methods used by the institutions. In such cases institutions shall report these separate results of the results of the calculations for the portfolios of the European Banking Authority.

4. The Bank of Spain shall, on the basis of the information submitted by the institutions in accordance with paragraphs 2 and 3, monitor the variety of results in risk-weighted exposure amounts or own resources requirements, as appropriate, except for operational risk, corresponding to the exposures or transactions in the reference portfolios resulting from the application of the internal methods of those institutions. At least once a year, the Bank of Spain shall carry out an assessment of the quality of these models by paying particular attention to methods which:

a) Arrowen significant differences in the requirements of own resources for the same exposure.

b) Reflect particularly high or reduced diversity.

c) Significantly and systematically underestimate your own resource requirements.

5. When some entity diverges significantly from the majority of such entities or when, due to their low homogeneity, the methods result in very divergent results, the Bank of Spain will investigate the reasons for this.

If it can be clearly established that an entity's model leads to the underestimation of own resource requirements that is not attributable to differences in the underlying risks of exposures or positions, the Banco de España will take corrective action.

6. Corrective measures taken in accordance with the above paragraph shall not:

a) Driving normalization or preferred methodologies.

b) Create inappropriate incentives.

c) Give place to gregarious behavior.

Article 80. Permanent review of the authorization to use internal methods.

1. The Banco de España shall regularly review, and at least every three years, the compliance by the entities with the requirements that are required for the models whose use for the calculation of the own resources requirements requires authorization. in accordance with Part Three of Regulation (EU) No 575/2013 of 26 June 2013.

In the event of significant deficiencies in the capacity of an institution's internal model to reflect risks, the Bank of Spain may require that deficiencies be remedied or measures taken to mitigate its risks. consequences, such as the imposition of higher multiplication coefficients, increases in the requirements of own resources or other measures deemed appropriate and effective.

2. If, in the case of an internal model concerning the market risk, a high number of excess losses with respect to the risk value calculated by the institution's model, in accordance with Article 366 of Regulation (EU) No 575/2013, of 26 June 2013, indicates that the model is not or has ceased to be sufficiently precise, the Banco de España may revoke the authorization to use it or impose measures to be perfected without delay.

3. If an entity has been authorised to apply a method of calculation of the own resources requirements required by the prior authorisation of the Banco de España in accordance with Part Three of Regulation (EU) No 575/2013, of 26 (a) June 2013, and no longer meets the requirements required to apply it, the institution shall demonstrate that the consequences of the non-compliance are irrelevant in accordance with Regulation (EU) No 575/2013 of 26 June 2013; or present a plan for the timely implementation of those requirements and set a time limit for the implementation of such requirements.

The entity will perfect such a plan if it is unlikely to result in full compliance with the requirements or if the deadline is inadequate. If the entity is unlikely to be able to meet the requirements again at an appropriate time and does not satisfactorily demonstrate that the consequences of the non-compliance are irrelevant, the authorisation to use the method will be revoked or limited. areas where there is no non-compliance or those where a compliance situation can be achieved within an appropriate time frame.

4. The Banco de España shall take into account the analysis of the internal methods and benchmarks prepared by the European Banking Authority when reviewing the authorisations granted to the entities to use those models.

CHAPTER II

Subjective scope of the monitor function

Article 81. Monitoring of consolidable groups.

1. In accordance with Article 57 of Law 10/2014 of 26 June, the Bank of Spain shall be responsible for supervision on a consolidated basis of:

(a) The consolidated groups of credit institutions in which the parent is a credit institution authorised in Spain.

b) the consolidated groups in which the parent is a financial holding company or a mixed financial holding company whose subsidiaries are credit institutions or investment firms authorised in Spain; provided that credit institutions have a higher balance sheet than that of investment firms.

(c) The consolidable groups in which the parent is a financial holding company or a mixed financial holding company of a Spanish portfolio that have as subsidiaries credit institutions or approved investment services companies in Spain and in other Member States of the European Union. In addition, the balance sheet of credit institutions authorised in Spain shall be higher than that of investment firms authorised in Spain.

(d) Consolidable groups which have as their parent more than one financial holding company or mixed financial holding company with registered office in Spain and in another Member State of the European Union whose subsidiaries are credit institutions or investment firms authorised in each of the Member States of the European Union in which financial holding companies or mixed financial holding companies have their headquarters, provided that they do not the credit institution authorised in Spain has the highest balance sheet.

(e) Consolidated groups consisting of credit institutions or investment firms authorised in other Member States of the European Union whose parent is a financial holding company or a financial company mixed portfolio with registered office in a Member State other than those where credit institutions and subsidiaries of subsidiary investment services have been authorised, provided that the credit institution authorised in Spain has the highest balance sheet high.

(f) Groups determined as consolidables pursuant to Article 18.6 of Regulation (EU) No 575/2013 of 26 June 2013 on the terms established by the Bank of Spain.

g) The institutional protection systems provided for in the fifth additional provision of Law 10/2014 of 26 June.

2. By way of derogation from paragraph 1 (b), (c), (d) and (e), the Bank of Spain, in agreement with the National Securities Market Commission or with the authorities of other Member States of the European Union responsible for supervision on a basis of an individual of the credit institutions or investment firms of a group may waive the application of the criteria referred to in those letters if the relative importance of the group's activities in any of the other States Member States in which it operates advises that consolidated base supervision be exercised by an authority Other than the Bank of Spain.

In the cases referred to in the preceding paragraph, the Banco de España shall provide, as appropriate, the financial holding company, the mixed financial holding company or the Spanish credit institution with the balance sheet the group raised, the possibility of expressing their point of view in this respect.

The Bank of Spain shall notify the European Commission and the European Banking Authority of any agreement adopted pursuant to this paragraph.

Article 82. Inclusion of holding companies in consolidated supervision.

1. Financial holding companies and mixed financial holding companies shall be included in consolidated supervision.

2. Where credit institutions subsidiaries of the financial holding company or the mixed financial holding company are not included in the supervision on a consolidated basis by virtue of one of the assumptions provided for in Article 19 of the Regulation (EU) No 575/2013 of 26 June 2013, the Banco de España shall ask the parent undertaking for information which may facilitate the exercise of the supervision of that subsidiary.

3. The Bank of Spain, where the consolidating supervisor is the supervisor, may request the information referred to in Article 83 from the subsidiaries of an institution, a financial holding company or a mixed financial holding company which are not included in the field of supervision on a consolidated basis. In this case, the transmission and verification procedures provided for in that Article shall apply.

4. The Banco de España, as a consolidating supervisor, shall establish a list of the financial holding companies and mixed financial holding companies referred to in Article 11 of Regulation (EU) No 575/2013 of 26 June 2014. 2013. This list shall be forwarded by the Bank of Spain to the other competent authorities of other Member States, to the European Banking Authority and to the European Commission.

Article 83. Requests for information and checks on the activity of mixed portfolio companies.

1. Where the parent undertaking of one or more Spanish entities is a mixed holding company, the Banco de España shall require the joint holding company and its subsidiaries, directly addressing those companies or through the subsidiaries which are entities, the communication of any relevant information to exercise supervision over such subsidiaries.

2. The Bank of Spain may carry out or entrust to auditors the "on-the-spot" verification of the information provided by mixed-company holding companies and their subsidiaries. Where the mixed holding company or one of its subsidiaries is an insurance undertaking, the procedure laid down in Article 67 of Law 10/2014 of 26 June 2014 may also be used.

Where the audit is carried out by auditors, the independence regime to which the auditors are subject in accordance with Chapter III of the recast text of the Regulation shall be subject to the provisions of this Regulation. Law of Audit of Accounts, approved by the Royal Legislative Decree 1/2011, of July 1.

Where the mixed holding company or one of its subsidiaries is located in another Member State of the European Union, the on-the-spot verification of the information shall be carried out in accordance with the procedure laid down in Article 87.

CHAPTER III

Collaboration between monitoring authorities

Article 84. Collaboration of the Banco de España with other competent authorities.

1. In accordance with Articles 61 and 62.1.e of Law 10/2014 of 26 June 2014, the Banco de España will provide all relevant information in the exercise of its collaboration with supervisory authorities in other countries. requested by those authorities and, in any event, on their own initiative, that information which may have a significant impact on the assessment of the financial soundness of a credit institution or a financial institution of another State.

In particular, the information referred to in the first paragraph shall include:

(a) The legal structure and governance structure of a consolidated group of credit institutions.

b) Procedures for collecting information from entities in a group and checking them.

(c) Adverse developments in entities or in other undertakings of a group that may seriously affect credit institutions.

(d) Sanctions for serious or very serious infringements and exceptional measures taken by the Banco de España, including the imposition of a specific own resources requirement pursuant to Article 68.2.a) of Law 10/2014, 26 June, and the imposition of any limitation on the use of the advanced measurement method for the calculation of own resources requirements in accordance with Article 312.2 of Regulation (EU) No 575/2013 of 26 June.

2. The planning and coordination, in collaboration with the competent authorities involved and with the central banks, of the supervisory activities in situations of urgency or in anticipation of them in accordance with the provisions of Article 62.1.c Law 10/2014, of June 26, will include the preparation of joint evaluations, the implementation of emergency plans and the communication to the public.

3. The Bank of Spain shall provide the European Banking Authority with all the information it needs to carry out the tasks entrusted to it in Directive 2013 /36/EU of 26 June 2013, Regulation (EU) No 575/2013 of 26 June 2013, and the Regulation (EU) No 1093/2010 of 24 November 2010 in accordance with Article 35 of the latter Regulation.

4. The Banco de España may report and request assistance from the European Banking Authority when the competent authorities of other Member States of the European Union involved in the supervision of entities in the consolidated group:

a) Do not communicate essential information.

(b) Denied a request for cooperation and, in particular, for the exchange of relevant information, or do not take action within a reasonable time.

c) Do not properly perform the tasks that correspond to them as a consolidated based monitor.

Article 85. Collaboration of the Banco de España with authorities of other countries in the framework of branch supervision.

1. In order to monitor the activity of Spanish entities operating through a branch in other countries, the Banco de España will work closely with the competent authorities of such countries.

In the framework of this collaboration, the Banco de España will communicate all relevant information relating to the management, management and ownership of these entities that may facilitate its supervision and the examination of its conditions. authorisation as well as any other information likely to facilitate the supervision of such entities, in particular in terms of liquidity, solvency, deposit guarantee, limitation of major risks, other factors which may influence the systemic risk posed by the institution, administrative and accounting organisation; and internal control mechanisms.

The communication of information referred to in the preceding paragraph shall be conditional, in the case of non-EU Member States, on the submission of foreign supervisory authorities to secrecy obligations. equivalent professional, at least, to those laid down in Article 82 of Law 10/2014 of 26 June.

2. With regard to liquidity, the Banco de España shall immediately communicate to the competent authorities of the countries where branches of Spanish credit institutions operate:

(a) Any information or verification related to liquidity supervision in accordance with Part 6 of Regulation (EU) No 575/2013 of 26 June 2013 and Title III of Law 10/2014 of 26 May 2013, of the activities carried out by the institution through the branches, in so far as such information or findings are relevant for the purposes of the protection of the depositors or investors of the host State.

(b) Any liquidity crisis that occurs or is reasonably expected to occur. This information shall also contain the prudential supervision measures applied in this respect and the details of the recovery plan and any prudential supervision measures taken in that context.

3. The Banco de España, as the competent authority of the host State of a branch of a credit institution of another State, may request the competent authorities of the State of origin to communicate and explain the manner in which it is they have taken into account the information and findings transmitted by it.

If, after these explanations, the Banco de España considers that the authorities of the State of origin have not taken adequate measures, it may adopt measures to protect the interests of depositors and investors and the stability of the financial system, after informing the competent authorities of the State of origin and, in the case of authorities of a Member State of the European Union, also the European Banking Authority.

4. Where the Banco de España is the supervisor of a Spanish credit institution with branches in another Member State of the European Union and disagrees with the measures to be taken by the competent authorities of the Member State in which it is located in the branch, it may use the European Banking Authority and ask for assistance in accordance with Article 19 of Regulation (EU) No 1093/2010 of 24 November 2010.

Article 86. Operation of colleges of supervisors.

1. The Bank of Spain shall establish and chair colleges of supervisors in order to facilitate the exercise of the tasks referred to in Articles 62.1.a) to (d), 65 and 81 of Law 10/2014 of 26 June when:

a) The supervision on a consolidated basis of a group of credit institutions is appropriate.

b) Ostend the status of a credit institution's supervisor with branches deemed to be significant in accordance with the criteria of Article 59.2 of Law 10/2014 of 26 June.

2. In the cases referred to in the previous paragraph, the Bank of Spain:

a) Decide the competent authorities participating in a meeting or in an activity of the college of supervisors.

(b) It shall keep all members of the college fully informed of the organisation of meetings, agreed decisions and measures taken.

(c) It shall inform the European Banking Authority, subject to the confidentiality requirements laid down in Article 82 of Law 10/2014 of 26 June, of the activities of the college of supervisors, in particular the developed in emergency situations, and shall communicate to that authority any information that is of particular interest for the purpose of the convergence of supervisory activity.

3. By way of derogation from the above paragraph, colleges of supervisors may participate:

(a) The European Banking Authority as it considers appropriate in order to promote and control the efficient, effective and consistent functioning of those colleges in accordance with Article 21 of Regulation (EU) No 1093/2010 of 24 June 2010. November.

(b) The competent authorities responsible for the supervision of subsidiaries of a parent credit institution of the European Union or of a financial holding company or mixed financial holding company in the Union European.

(c) The competent authorities of the Member State in which significant branches are established.

d) Central banks.

e) Competent authorities of third countries subject to confidentiality requirements that are equivalent, in the opinion of all competent authorities, to those provided for in Article 82 of Law 10/2014 of 26 June.

4. The Banco de España, as a member of a college of supervisors, will work closely with the other competent authorities to form it. The confidentiality requirements laid down in Article 82 of Law 10/2014 of 26 June will not prevent the exchange of confidential information between the Banco de España and the other competent authorities within the schools. of monitors.

5. The Banco de España may propose to the European Banking Authority under Article 19 of Regulation (EU) No 1093/2010 of 24 November 2010 any disagreement with other competent authorities which integrate the college and request its assistance.

6. The establishment and operation of colleges of supervisors shall not affect the rights and duties of the Bank of Spain as set out in the solvency rules.

Article 87. Exchange of information on supervision on a consolidated basis.

1. Where the parent undertaking and the entity or entities which are subsidiaries of the parent undertaking are located in different Member States of the European Union, the Banco de España shall communicate to the competent authorities of each of those Member States all the relevant information to facilitate the exercise of supervision on a consolidated basis.

2. Where the Bank of Spain is responsible for the supervision of parent undertakings not located in Spain pursuant to Article 81, the latter may require the competent authorities of the Member State in which the parent undertaking is situated to ask the parent company for information relevant to the exercise of supervision on a consolidated basis and to transmit this information to the Banco de España.

Article 88. On-site checks of branch activity.

1. In order to supervise branches of Spanish credit institutions in other Member States of the European Union, the Banco de España, after consulting the competent authorities of the host Member State, may carry out on-the-spot checks on the information referred to in Article 85. Such verification may also be carried out through the competent authorities of the Member State in which the branch operates or through auditors or experts.

Where the audit is carried out by auditors, the independence regime to which the auditors are subject in accordance with Chapter III of the recast text of the Regulation shall be subject to the provisions of this Regulation. The Audit of Accounts Act, approved by Royal Legislative Decree 1/2011 of 1 July, or, if the auditors are established in other Member States of the European Union, shall be subject to the provisions of the of independence comparable to Spanish.

2. In order to supervise the branches in Spain of credit institutions authorised in other Member States of the European Union, the competent authorities of those Member States, after consulting the Banco de España, may carry out on-the-spot checks on the information referred to in Article 85. These checks shall in any event be without prejudice to the applicable Spanish legislation.

Article 89. Verification of information relating to entities in other Member States of the European Union.

1. Within the framework of the application of the solvency rules, the Banco de España may request the competent authorities of other Member States to check information on the following entities established in its territory:

a) Credit institutions.

b) Investment services companies.

c) Financial holding companies.

d) Mixed financial holding companies.

e) Financial entities.

f) Auxiliary service companies.

g) Mixed portfolio companies.

(h) Subsidiaries, located in another Member State of the European Union, of:

1. Financial holding companies, mixed financial holding companies or mixed holding companies, which are insurance undertakings or other investment firms not referred to in Article 4.1.2 of the Financial Regulation. Regulation (EU) No 575/2013 of 26 June 2013 subject to an authorisation scheme.

2. º credit institutions, investment firms, financial holding companies or mixed financial holding companies, which are not included in the scope of supervision on a consolidated basis.

2. Where the Banco de España receives a request similar to paragraph 1 from the competent authorities of other Member States of the European Union, it shall, within the framework of its competence, give it a course of action through one of the following: methods:

a) By self-testing the check.

b) Allowing the competent authorities who have submitted the application to proceed to it.

c) Allowing an auditor or expert to proceed to it.

In addition, the Banco de España will allow the requesting competent authority to participate in the verification, if it so wishes, when it does not do so by itself.

Where the audit is carried out by auditors, the independence regime to which the auditors are subject in accordance with Chapter III of the recast text of the Regulation shall be subject to the provisions of this Regulation. Law of Audit of Accounts, approved by the Royal Legislative Decree 1/2011, of July 1

Article 90. Joint decision.

1. In the framework of the partnership established in Article 62 of Law 10/2014 of 26 June 2014, the Banco de España, as the consolidating supervisor of a group or the competent authority responsible for the supervision of the subsidiaries of a the parent credit institution of the European Union, a financial holding company or a mixed financial holding company in the European Union in Spain, shall endeavour to reach, with all its means, a consensual decision with the other European Union supervisory authorities on:

(a) The application of the provisions of Articles 41 and 51 of Law 10/2014 of 26 June 2014 to determine the adequacy of the consolidated level of own resources held by the group in relation to its financial situation and profile risk and the level of own resources necessary for the application of Article 68 of that law to each of the entities of the group and on a consolidated basis.

(b) Measures to address any significant issues and important findings related to the supervision of liquidity.

2.

joint decision referred to in paragraph 1 shall be taken:

(a) For the purposes of paragraph 1.a), within four months of the presentation by the consolidating supervisor, to the other relevant competent authorities, of a report including the risk assessment of the group, in accordance with Articles 41, 51 and 68.2.a) of Law 10/2014, of 26 June.

(b) For the purposes of paragraph 1 (b), within one month of the presentation by the consolidating supervisor, to the other relevant competent authorities, of a report including the assessment of the risk profile of the liquidity of the group, in accordance with Articles 53 of this royal decree and 42 of Law 10/2014 of 26 June.

3. The joint decision shall be set out in a document containing the fully reasoned decision and the Bank of Spain, where the consolidating supervisor is on a consolidated basis, forward to the European Union's parent credit institution.

In the event of disagreement, on its own initiative or at the request of any of the other competent authorities concerned, the Banco de España, before adopting the decision referred to in the following paragraph, shall consult the Authority. European Bank. The result of the query will not bind you.

4. In the absence of the said joint decision between the competent authorities within the time limits referred to in paragraph 2, the Bank of Spain shall, when exercising its supervision on a consolidated basis, take a decision on the application of the Articles 41, 42, 51 and 68.2.a) of Law 10/2014 of 26 June 2014 and of Article 53 of this royal decree on a consolidated basis after taking due account of the risk assessment of subsidiaries carried out by the competent authorities and, where appropriate, the outcome of the consultation of the European Banking Authority, explaining all significant variation in the opinion received from the same.

If at the end of the time limits referred to in paragraph 2 some of the competent authorities concerned have referred the matter to the European Banking Authority in accordance with Article 19 of Regulation (EU) No 1093/2010, 24 November 2010, the Banco de España will postpone its resolution and await the decision that the European Banking Authority may adopt in accordance with Article 19.3 of that regulation. It shall subsequently decide in accordance with the decision of the European Banking Authority. The time limits referred to in paragraph 2 shall be considered as periods of conciliation within the meaning of Article 19 of that Regulation.

The matter shall not be referred to the European Banking Authority after the end of the four-month period or the one-month period, as appropriate, or after a joint decision has been taken.

5. Similarly, in the absence of the said joint decision, the Banco de España, as responsible for the supervision of the subsidiaries of a parent credit institution of the European Union or a financial holding company or a mixed financial company of the European Union's parent portfolio, will take a decision on the application of Articles 41, 42, 51 and 68.2.a) of Law 10/2014 of 26 June, and of Article 53 of this royal decree, on an individual or sub-consolidated basis, after taking taking due account of the observations and reservations expressed by the supervisor on a consolidated basis and, where appropriate, the result of the consultation of the European Banking Authority, explaining any significant variation in the opinion received from the European Banking Authority.

If at the end of the four-month period or one month, as appropriate, one of the competent authorities concerned has referred the matter to the European Banking Authority in accordance with Article 19 of Regulation (EU) No 139/2014. 1093/2010, of 24 November 2010, the Banco de España shall postpone its decision and shall await the decision which the European Banking Authority may adopt in accordance with Article 19.3 of that Regulation. It shall subsequently decide in accordance with the decision of the European Banking Authority. The time limits referred to in paragraph 2 shall be considered as periods of conciliation within the meaning of Article 19 of that Regulation.

The matter shall not be referred to the European Banking Authority after the end of the four-month period or the one-month period, as appropriate, or after a joint decision has been taken.

6. The decisions referred to in the preceding two paragraphs shall be laid down in a document containing the fully reasoned decisions and shall take account of the risk assessment, the observations and the reservations expressed by the other parties. competent authorities throughout the periods referred to in paragraph 2.

The Bank of Spain, when it exercises a consolidating supervisor, shall forward the document to all the competent authorities concerned and to the credit institution, the parent of the European Union or a subsidiary concerned.

7. The joint decisions referred to in paragraph 1 and the decisions of supervisors on a consolidated basis from other Member States of the European Union, affecting the Spanish credit institutions subsidiaries of the consolidated groups to which they are Such decisions shall have the same legal effects as the decisions taken by the Bank of Spain.

8. The joint decision referred to in paragraph 1 and the decisions taken in the absence of a joint decision in accordance with paragraphs 4 and 5 shall be updated each year or, in exceptional circumstances, when a competent authority responsible for the supervision of subsidiaries of a credit institution or a parent investment firm of the European Union, a financial holding company or a mixed financial holding company in the European Union's parent portfolio to the consolidating supervisor a fully reasoned written request for the update of the decision on the application of Articles 42 and 68.2.a) of Law 10/2014 of 26 June. In the second case, the consolidating supervisor and the competent authority that submitted the application may be responsible for the update on a bilateral basis.

Article 91. A procedure for the declaration of branches as significant and information obligations of the Banco de España in this respect.

1. For branches of Spanish credit institutions established in another Member State, the Banco de España:

(a) Promote the adoption of a joint decision on its designation as significant within the maximum period of two months from the receipt of the request referred to in Article 62.1.f of Law 10/2014 of 26 June. In the event of no joint decision being taken, the Banco de España shall recognise and implement the decision taken by the competent authority of the host Member State.

(b) It shall communicate to the competent authorities of the Member State of the European Union that a significant branch of a Spanish credit institution is established the information referred to in Article 61.2.c) and 10/2014, of 26 June, and shall carry out the tasks referred to in Article 62.1.c) of that law, in collaboration with the competent authorities of the Member State in which the branch operates.

The Bank of Spain shall also inform the Spanish credit institution of the decision taken by the competent authority of the host Member State.

2. With regard to branches in Spain of credit institutions from other Member States of the European Union, the Banco de España may request the competent supervisory authorities to initiate appropriate action to recognise the nature of the significant of that branch and, where appropriate, resolve on such an extreme. To this end, if, within two months of receipt of the request made by the Bank of Spain, a joint decision is not reached with the supervisor of the home Member State, the Banco de España shall have an additional period of two years. months to make his own decision. In taking its decision, the Banco de España shall take into account the views and reservations expressed by the supervisor on a consolidated basis or by the competent authorities of the host Member State.

3. In the actions referred to in paragraphs 1.a) and 2, the Bank of Spain shall:

(a) Take into account the views and reservations that have been expressed, where appropriate, by the competent authorities of the Member States concerned.

b) Consider items such as the market share of the branch in terms of deposits, in particular if it exceeds 2 percent; the likely impact of the suspension or cessation of the credit institution's operations in the liquidity of the market and the payment systems, and of clearing and settlement; and the size and importance of the branch by number of customers.

Such decisions shall be translated into a document containing the decision and its statement of reasons and shall be notified to the other competent authorities and to the entity concerned.

4. The Banco de España shall communicate to the competent authorities of the host Member States where significant branches of Spanish credit institutions are established:

(a) The results of the risk assessments of institutions with branches of this type that have been performed in accordance with Articles 51 and 52 of Law 10/2014 of 26 June.

(b) Decisions taken pursuant to Article 68.2 of Law 10/2014 of 26 June, to the extent that such assessments and decisions are relevant to those branches.

The Bank of Spain shall also consult the competent authorities of the host Member States on the operational measures carried out by the institutions to ensure that the liquidity recovery plans can be be applied immediately, where this is relevant for the liquidity risks in the currency of the host Member State.

5. The Banco de España may appeal to the European Banking Authority and ask for assistance in accordance with Article 19 of Regulation (EU) No 1093/2010 of 24 November 2010 when:

(a) The competent authorities of the home Member State of a significant branch operating in Spain have not consulted the Banco de España in establishing the liquidity recovery plan.

(b) When the Banco de España argues that the liquidity recovery plans imposed by the competent authorities of the home Member State of a significant branch operating in Spain are not adequate.

CHAPTER IV

Information and publicity obligations

Article 92. Advertising obligations of the Banco de España.

1. The Banco de España must publish on its website:

(a) The texts of the laws and regulations, as well as the general guidelines adopted in the field of solvency rules.

(b) The way in which the options and powers afforded by European Union law have been exercised.

c) The criteria and methodology followed by the Banco de España itself to review the agreements, strategies, procedures and mechanisms applied by the entities and their groups in order to comply with the solvency and assess the risks to which they are or could be exposed.

(d) The general criteria and methods adopted to verify compliance with the provisions of Articles 405 to 409 of Regulation (EU) No 575/2013 of 26 June 2013.

e) A brief description of the outcome of the supervisory review and the description of the measures imposed in cases of non-compliance with the provisions of Articles 405 to 409 of Regulation (EU) No 575/2013 of 26 June 2009. 2013.

(f) The others provided for in Article 80 of Law 10/2014 of 26 June.

2. Furthermore, when the Banco de España, pursuant to Article 7.3 of Regulation (EU) No 575/2013 of 26 June 2013, decides to exempt an entity from compliance with Article 6.1 of that Regulation, it shall publish the following information:

(a) The criteria applied to determine that there are no significant, current or planned impediments of a practical or legal nature for the immediate transfer of own resources or the repayment of liabilities.

(b) The number of parent entities benefiting from this exemption and, among them, the number of entities with subsidiaries located in a non-European Union country.

c) On an aggregate basis for Spain:

1. º The total consolidated amount of own resources of the parent institution in Spain to which this exemption is applied which is held by subsidiaries located in non-EU Member States.

2. º The percentage of the consolidated total of own resources of parent entities in Spain to which this exemption is applied represented by own resources held by subsidiaries located in non-EU Member States European.

3. º The percentage of the consolidated total of own resources required under Article 92 of Regulation (EU) No 575/2013 of 26 June 2013 on parent entities in Spain to which this exemption applies, represented by own resources held by subsidiaries located in non-EU Member States.

3. Where the Bank of Spain, in accordance with Article 9.1 of Regulation (EU) No 575/2013 of 26 June 2013, authorises an institution to incorporate, in its calculation of the requirement referred to in Article 6.1 of that Regulation, those of its subsidiaries which fulfil the conditions set out in Article 7.1.c) and (d) of that Regulation and whose significant exposures or liabilities are in respect of those parent entities, shall publish the following information:

(a) The criteria that apply to determine that there are no significant, current or planned impediments of a practical or legal nature for the immediate transfer of own resources or the repayment of liabilities.

(b) The number of parent entities to which this authorisation has been granted and, among them, the number of such parent entities that have subsidiaries located in non-EU Member States.

c) On an aggregate basis for Spain:

1. The total amount of own resources of the parent entities to which this authorisation has been granted which is held by subsidiaries located in non-EU Member States.

2. º The percentage of the total own resources of the parent entities to which this authorisation was granted represented by own resources held by subsidiaries located in a non-Member State of the European Union.

3. The percentage of the total own resources required under Article 92 of Regulation (EU) No 575/2013 of 26 June 2013 on the parent institutions to which this authorisation was granted represented by own resources held by subsidiaries located in non-EU Member States.

Article 93. Information with the prudential relevance of credit institutions.

1. In accordance with Article 85 of Law 10/2014 of 26 June, the consolidated groups of credit institutions and credit institutions not integrated into one of these consolidable groups shall make publicly integrated into a single document referred to as "prudential relevance information", specific information on those data in its financial situation and activity in which the market and other interested parties may be interested in order to assess the risks to which it is face, your market strategy, your risk control, your internal organization and your situation the purpose of complying with the minimum requirements for own resources laid down in the solvency rules.

2. The same disclosure obligations shall be required, on an individual or sub-consolidated basis, to Spanish or foreign credit institutions incorporated in another Member State of the European Union, subsidiaries of Spanish credit institutions, in the The Bank of Spain considers that the Bank of Spain considers it to be in the interest of its activity or relative importance within the group. In the event that the obligation affects foreign subsidiaries, the Banco de España will forward the corresponding resolution to the dominant Spanish entity, which will be required to take the necessary measures to give it effective compliance.

3. Institutions may omit the non-significant information and, with the appropriate warning, the data they consider to be reserved or confidential. They may also determine the means, place and method of disclosure of the document.

4. The publication of the "Information with prudential relevance" document should be carried out at least annually and as soon as possible. In any event the publication may not take place after the date of approval of the entity's annual accounts.

However, credit institutions will assess the need to publish some or all of the information more frequently in view of the nature and characteristics of their activities.

The Bank of Spain will also be able to determine the information to which credit institutions will have to pay particular attention when assessing whether a frequency of publication greater than the annual rate is necessary for such information. data.

5. Credit institutions may determine the most appropriate means, place and method of verification in order to effectively comply with the disclosure requirements set out in Article 85 of Law 10/2014 of 26 June. As far as possible, all disclosures shall be made in a single medium or place.

Additional disposition first. Prior approval of the Additional Tier 1 and Tier 2 instruments.

The computation of the additional Tier 1 and Tier 2 capital instruments of credit institutions as such will be conditional upon their prior approval by the Banco de España in accordance with the criteria established by the Bank of Spain. Regulation (EU) No 575/2013 of 26 June.

Additional provision second. Integration of the Banco de España into the Single Supervisory Mechanism.

1. The powers of authorisation and supervision of the Banco de España provided for in this royal decree shall apply in the framework of those conferred on the European Central Bank and the Single Supervisory Mechanism on European legislation, and in particular on the Council Regulation (EU) No 1024/2013 of 15 October 2013 conferring specific tasks on the European Central Bank with regard to policies related to the prudential supervision of credit institutions and to Regulation (EU) No 1024/2013 Regulation (EC) No 468/2014 of the European Central Bank of 16 April 2014 establishing the framework for cooperation in the field of The Single Supervisory Mechanism between the European Central Bank and the national competent authorities and the designated national authorities.

2. It shall be for the European Central Bank, in particular, to authorise credit institutions, to revoke such authorisation and the opposition or non-opposition to the acquisition of a significant share, in the terms set out in the abovementioned regulations. in the previous section. In these cases, the Banco de España, as the competent national authority, shall submit to the European Central Bank projects for the granting of authorization or for the acquisition of a significant participation and, in cases where appropriate, proposals for revocation of the authorization.

3. The powers and obligations conferred on the Bank of Spain in Chapter IV of Title I and Titles II and III shall be attributed or exercised by the European Central Bank in accordance with the provisions laid down in the Regulations referred to in paragraph 1. in particular in cases where that authority is considered to be the competent authority pursuant to Article 6 (4) and (5) of Regulation (EU) No 1024/2013 of the Council of 15 October 2013.

Additional provision third. Activities related to the stock markets.

When the administrative procedures provided for in Title I, Chapter I result, a credit institution intends to carry out activities related to securities markets, the Banco de España will make this in the knowledge of the National Securities Market Commission, specifying the activities to be carried out, and indicating, where appropriate, whether they are intended as a member of an official secondary market, of another regulated market domiciled in the Union European or a multilateral trading system.

Additional provision fourth. Authorisation for the transformation into banks of companies already incorporated.

The authorisation for processing into a bank may be granted to companies already incorporated only in the case of credit unions or credit institutions.

In order to obtain the authorization it will be necessary to meet the requirements of Title I, Chapter I of this royal decree, but in relation to article 4.b), it will be understood always that the sum of the net worth resulting from the balance sheet corresponding to the year preceding the processing application, which shall necessarily be audited, and the cash contributions reach EUR 18 million.

In addition, the authorization may be granted for the purposes of the temporary limitations provided for in Article 8.

Additional provision fifth. Composition of the bank of the banking foundations and requirements of commercial and professional honorability.

1. Persons possessing specific knowledge and experience in financial matters, as provided for in Article 39.3 (e) of Law 26/2013 of 27 December, of savings banks and bank foundations, shall integrate the foundation of the foundations. banking according to the following percentages:

(a) At least one fifth of the number of members of the board of trustees, as a general rule.

(b) At least one third of the number of members of the board of trustees, in the case of banking foundations holding a share equal to or greater than 30 percent of the capital in a credit institution.

(c) At least half of the number of members of the board of trustees, in the case of banking foundations holding an interest equal to or greater than 50% in a credit institution or allowing them to control it in the terms of Article 42 of the Trade Code.

2. The employers referred to in the preceding paragraph shall meet the eligibility requirements required by the legislation applicable to the members of the administrative body and equivalent charges of the credit institutions.

The other members of the board of trustees shall meet the requirements of commercial and professional good repute required of the members of the management body and equivalent charges of the credit institutions.

Additional provision sixth. Representatives of the entities attached to the Management Committee of the Deposit Insurance Fund.

The representatives of the attached entities to be appointed by the representative associations of banks as provided for in the fourth paragraph of Article 7.2 of the Royal Decree-Law 16/2011 of 14 October 2001 the Credit Entities Deposit Insurance Fund shall be distributed among the various representative associations of these credit institutions in proportion to the volume of guaranteed deposits of their represented.

Also, representatives of the attached entities to be appointed by the representative associations of savings banks and credit unions shall be attributed to the representative associations of these entities of credit that accumulates a higher volume of guaranteed deposits than their represented.

For the calculation of the volume of guaranteed deposits, the existing guaranteed deposits will be taken into consideration at 31 December of the previous year and, in the case of the same association, the condition of a representative of a credit institution of a different nature, only those belonging to the nature whose representative is to be designated shall be computed.

Additional provision seventh. References to the repealed regulation.

The references in the legal system to the rules repealed in accordance with the provisions of the single repeal provision shall be construed as being made to the corresponding provisions of this royal decree.

First transient disposition. Transitional arrangements for the application of Article 458 of Regulation No 575 /2013/EU of 26 June 2013.

As long as the Spanish legislation does not provide for the creation of a specific macro-prudential authority, the Banco de España shall be the competent authority for the application of Article 458 of Regulation (EU) No 575/2013 of 26 of June.

Also, until the creation of a specific macro-prudential authority, the increases that the Banco de España may apply to certain risk weights or limits to the large risks in application of Article 458.10 shall be 25 and 15 per cent at most, respectively.

Second transient disposition. Procedures in progress.

The procedures for authorization, revocation and expiration of credit institutions, initiated prior to 4 November 2014 that would not have been resolved to the entry into force of this royal decree, will be substantiated according to the procedure provided for in this royal decree.

Single repeal provision. Regulatory repeal.

All provisions of equal or lower rank that are opposed to this royal decree are repealed, and in particular the following:

(a) Royal Decree 1245/1995 of 14 July 1995 on the creation of banks, cross-border activity and other matters relating to the legal status of credit institutions.

(b) Royal Decree 216/2008 of 15 February 2008 on the own resources of financial institutions, with the exception of those provisions relating to investment firms.

c) The Order of 20 September 1974, of capital increases.

Final disposition first. Amendment of the Implementing Regulation of Law 13/1989, of 26 May, of Credit Cooperatives, approved by Royal Decree 84/1993, of 22 January.

The Regulation of the Development of Law 13/1989, of 26 May, of Credit Cooperatives, approved by Royal Decree 84/1993, of 22 January, is amended as follows:

One. The first paragraph of Article 1.1 is read as follows:

" It is for the Bank of Spain to raise the European Central Bank with a proposal for authorisation to access credit institution activity, following a report by the Executive Service of the Commission on the Prevention of Money Laundering capital and monetary offences, the National Securities Market Commission and the Directorate-General for Insurance and Pension Funds, in the aspects of their competence. "

Two. Article 4.1 (d) and (e) are worded as follows:

" (d) Relation of persons to be included in the first Rector Board and of those who have to act as Directors-General or assimilated persons, as well as those responsible for internal control functions and other key positions for the daily development of the cooperative activity, with detailed information on the trajectory and professional activity of all of them.

e) Justification of having constituted a cash deposit in the Banco de España or justification of having immobilized public debt securities in favor of the Banco de España for an amount equal to 20 percent of the capital minimum social requirements. "

Three. Article 5.1 is worded as follows:

" 1. Without prejudice to the powers of the European Central Bank to refuse the application for authorization proposed by the Banco de España, the latter shall, by means of a reasoned decision, refuse to grant authorization, where the requirements of the Article 2 or where, taking into account the financial or assets situation of the promoters who are to have a significant share in the share capital, the sound and prudent management of the projected entity is not assured, all in accordance with the provided for in the legislation of credit institutions. In addition, the Banco de España may refuse authorisation where the existence of common economic interests or needs to constitute the cooperative basis of the cooperative is not appreciated in the draft submitted.

Four. Article 8 is worded as follows:

" 1. Authorized the creation of a credit union will have to start its operations within one year from its notification. In another case, unless the entity is not responsible, the authorisation shall be revoked, as provided for in Article 10 of Law 10/2014 of 26 June of the management, supervision and solvency of credit institutions.

2. The deposit provided for in Article 4 (1) (e) shall be released on its own initiative after the company has been established and entered in the relevant Register of credit unions, as well as in the case of refusal, revocation and, if it has not been released by prior character, revocation or waiver of the authorisation. "

Five. Article 30 is worded as follows:

" Article 30. Splits and merges: assumptions.

1. They are subject to the requirement of prior administrative authorisation, those divisions and mergers affecting credit unions, in the following terms:

(a) Divisions that aim to promote a credit union, whether from other entities or a credit section of cooperatives of other classes, as well as those which, in whole or in part, have an impact on the heritage and the social collective of any credit union.

(b) Mergers between cooperatives of other classes-except insurance-to promote a credit, and those that occur between pre-existing credit unions, or between these and other deposit entities where the other companies in the cooperative sector are inhibited from the merger purpose within three months after the relevant information of the Governing Council of the credit union concerned has been received.

(c) mergers which, excluding insurance also, occur between credit unions and cooperatives of another class or degree provided that they have a credit section or the core of their social object, at least, may be validly assumed, as ancillary or ancillary services, by the new or absorbent credit union.

(d) The overall or partial disposal of assets and liabilities in which a credit union is involved. The partial transfer of assets and liabilities shall mean the operation defined in Article 11.2 of Royal Decree 84/2015, which includes the development of Law 10/2014 of 26 June 2014 on the management, supervision and solvency of credit institutions.

e) Any agreement having economic or legal effects analogous to the assumptions provided for in the preceding letters.

2. No mergers, divisions or global or partial disposals of assets and liabilities that affect credit unions may be made outside the assumptions provided for in the preceding number.

3. The prior administrative authorisation shall be requested by the administrators of the entities concerned after they have approved the draft terms of merger or division and before it is submitted to the respective general assemblies.

4. The competent authority to authorise the merger or division shall also be responsible for approving the acts and agreements necessary to complete the operation; if it gives rise to the creation of a new credit union, the article shall also apply to the 1. "

Six. A new Article 39 is added which is worded as follows:

" Article 39. Procedure for revoking the authorization to operate as a credit institution.

1. The Banco de España will be competent to initiate and process and raise to the European Central Bank a proposal to revoke the authorization. The Bank of Spain may initiate this procedure only in accordance with the terms laid down in Article 69 of Law No 30/1992 of 26 November 1992 on the Legal Regime of Public Administrations and the Common Administrative Procedure, and for the assumptions provided for in Article 8 of Law 10/2014 of 26 June, or in another rule with a law range. The decision to revoke the authorisation by decision of the European Central Bank shall apply to the system of impeachment provided for in the rules of the European Union and, in particular, to Council Regulation (EU) No 1024/2013 of 15 December 2013. October 2013, which entrusts the European Central Bank with specific tasks related to policies related to the prudential supervision of credit institutions.

2. The Banco de España will give a hearing to the interested parties after they have been instructed and immediately before drafting the motion for a resolution, giving them a period of 15 days to make representations and to submit the documents and justifications that they deem relevant.

3. The Banco de España will also raise the European Central Bank with a proposal to revoke the authorization when the credit institution renounces the authorization granted, or will expressly refuse the waiver within three months of the date of the withdrawal of the authorization. their communication occurs.

Credit institutions will accompany the communication of the waiver of an activity cessation plan.

4. The waiver procedure shall be governed by the rules laid down for revocation, without it being necessary to proceed to the dissolution and liquidation of the entity if it is intended to continue with the exercise of non-reserved activities.

5. In the event of refusal of the waiver, the Banco de España should give reasons for the reasons given by the Bank to consider that the cessation of activity can cause serious risks to financial stability. For these purposes, you will consider the need for:

(a) Ensure the continuity of those activities, services and operations whose disruption could disrupt the economy or the financial system, and in particular systemic financial services and systems payment, clearing and settlement.

b) Avoid harmful effects for the stability of the financial system.

c) Protect depositors and other repayable funds and assets of credit institutions ' clients. "

Seven. A new Article 40 is added which is worded as follows:

" Article 40. Expiration of the authorization.

1. The Bank of Spain shall expressly declare the expiry of the authorisation to operate as a credit institution when, within 12 months of its date of notification, no commencement of the specific activities included in the the programme of activities referred to in the authorisation for reasons attributable to the institution. The resolution of the revocation will apply the regime of impeachment provided for in Law 13/1994, of June 1, of autonomy of the Banco de España, and in Law 30/1992, of November 26.

2. The procedure for declaring revocation may only be initiated on its own initiative in the terms laid down in Article 69 of Law No 30/1992 of 26 November.

3. Once the initiation of the procedure has been agreed, the interested parties will be notified within ten days of their notification to enable them to make representations and to provide documents or other evidence at any time prior to the procedure. the hearing referred to in the following

.

4. The Banco de España will give a hearing to the interested parties after they have been instructed and immediately before drafting the motion for a resolution, giving them a period of 15 days to make representations and to submit the documents and justifications that they deem relevant. "

Final disposition second. Amendment of Royal Decree 2660/1998 of 14 December 1998 on foreign exchange in establishments open to the public other than credit institutions.

Royal Decree 2660/1998 of 14 December 1998 on foreign exchange in establishments open to the public other than credit institutions is amended as follows:

One. Article 1 (1) is worded as follows:

" Article 1. Scope of application.

1. Foreign currency exchange transactions, whatever their denomination, are free, with no more limits than those set out in the change control legislation. However, professional activity consisting in the exchange of foreign currency, whatever its name, in establishments open to the public (hereinafter referred to as currency exchange establishments), is subject to the following conditions: authorisations and arrangements set out in this Royal Decree and in its implementing rules.

Such currency exchange activity comprises the purchase or sale of foreign banknotes and traveler's checks in the terms provided for in this Royal Decree. "

Two. Article 2 (4), (5) and (6) are deleted and paragraphs 1, 2 and 3 of the same Article shall be amended as follows:

" Article 2. Currency exchange facility operations.

1. Natural or legal persons, other than credit institutions, which intend to carry out operations in open to the public for the purchase of foreign banknotes or travellers ' cheques, with payment in euro, shall meet the requirements in Article 4 (1) and (3) of this Royal Decree, obtain the prior authorization of the Banco de España for the exercise of that activity and register in the Register of currency exchange establishments in charge of that activity institution.

Such an activity may be performed either on an exclusive basis or on a complementary basis to the business that constitutes the main activity.

2. Those persons who, without prejudice to the operations referred to in the preceding paragraph, intend to carry out operations for the sale of foreign banknotes in establishments open to the public shall meet the requirements Article 4 of this Royal Decree, obtain the prior authorization of the Banco de España, as well as register in the Register of currency exchange establishments in charge of that.

3. For the purposes of the preceding paragraph, the sale of foreign banknotes and travellers 'cheques against the sale of foreign banknotes and travellers' cheques against the delivery of their equivalent in euro or in others shall be taken into account for the purposes of the preceding paragraph. Foreign Bank banknotes. "

Three. Article 3 (1) is amended as follows:

" 1. It is for the Bank of Spain, following a report by the Executive Service of the Commission on the prevention of money laundering and monetary offences in the aspects of its competition, to authorise the exercise of the currency exchange activity in the exchange establishments provided for in this royal decree. Such authorization shall be granted subject to the procedure laid down in Title VI of Law No 30/1992 of 26 November 1992 on the Legal Regime of Public Administrations and the Common Administrative Procedure. The authorisation shall specify the activities which may be carried out by the abovementioned currency exchange establishments.

The Banco de España shall refuse, by means of a reasoned decision, the authorization of a currency exchange when the requirements laid down in Articles 4 and 5 of this royal decree are not met. The refusal of the application may be brought before the Minister for Economic Affairs and Finance. '

Four. Article 4 is amended as follows:

" Article 4. Requirements to obtain and retain the authorization to exercise foreign currency exchange activity.

1. They shall be eligible to obtain and retain the authorisation to carry out operations for the purchase of foreign banknotes or travellers ' cheques, with payment in euro, which the owners of the establishments and, where appropriate, the partners and administrators as well as the members of the management board of its dominant entity where it exists, are persons of recognised commercial and professional repute. The requirement of good repute must also be met by the Directors-General or assimilated persons, as well as those responsible for the internal control functions and other key posts for the daily development of the activity of the institution and its dominant, as established by the Banco de España.

For these purposes, the assessment of the suitability of the members of the Board of Directors, as well as of the Directors General or Assimilated and those responsible for the internal control functions and other key positions for the the daily development of the activity of the entity, shall be in accordance with the criteria and procedures for the control of the good repute established in Article 30 of the Royal Decree 84/2015, of 13 February, for which the Law 10/2014, of 26 of June, for the management, supervision and solvency of credit institutions.

2. In order to obtain and retain the authorisation to carry out the operations referred to in Article 2.2, the following requirements shall also be specified:

a) Revestir the form of public limited company constituted by the simultaneous foundation procedure. Your constitution as such and registration in the Register of Trade will be prior to the access to the Register of currency exchange establishments, located in the Banco de España, which must be completed within six months from the date of notification. of the authorization.

b) Having as sole social object the operations of buying and selling foreign banknotes and traveller's cheques. This requirement shall not apply to payment institutions or electronic money institutions.

(c) Have a minimum social capital of EUR 60,000 fully subscribed and paid in cash, represented by means of nominative shares.

(d) Contar with appropriate internal control and communication procedures and bodies to prevent and prevent the conduct of money laundering related operations under the conditions laid down in Articles 31 to 40 of the Regulation of Law 10/2010, of 28 April, of the prevention of money laundering and the financing of terrorism, approved by Royal Decree 304/2014 of 5 May.

3. In the case provided for in Article 2.1, the requirements of commercial and professional good repute shall be deemed to be met by the existence of an establishment open to the public in which the main activity of the applicant. "

Five. Article 5 (5) is amended as follows:

" 5. The modification of any of the data included in the applications for authorisation referred to in this Article, the opening of new premises, as well as the cessation of the exchange rate in foreign currency exchange activity, shall be notified to the Banco de España within the month following the date on which such events have occurred.

Where the holder of an establishment who carries out only operations to purchase foreign banknotes or travel cheques with payment in euro is intended to extend them to those referred to in Article 2 (2), the the procedure laid down for obtaining the prior authorization, the requirements laid down in Article 4.2 being fulfilled and a new application must be accompanied by the documents and information which correspond, as provided for in this Article. "

Six. Article 11 is amended as follows:

" Article 11. Log of operations.

Currency exchange establishments should record transactions subject to this royal decree, identify individuals who participate in such transactions, and report to the Bank of Spain and the competent authorities of the tax administration in the form and with the limits established by the current regulatory framework and with those established in the norms of development of this royal decree, for the purposes of monitoring statistical and fiscal for such operations. "

Seven. The single additional provision is amended, which is worded as follows:

" Single additional disposition. Application of other regulations.

The currency exchange establishments regulated in this royal decree will be applicable to Law 10/2010, of April 28, of prevention of money laundering and the financing of terrorism, and its rules of development. "

Final disposition third. Amendment of Royal Decree 1332/2005 of 11 November 2005 implementing Law 5/2005, of 22 April, of supervision of financial conglomerates and amending other laws of the financial sector.

Royal Decree 1332/2005 of 11 November 2005, for the development of Law 5/2005, of 22 April, of supervision of financial conglomerates and amending other laws of the financial sector, is amended as follows: follows:

One. The fourth paragraph of the explanatory memorandum is worded as follows:

" Chapter I of the royal decree is dedicated to the establishment of the scope of the regulation, with the delimitation of the entities subject to the additional supervision regime, its identification regime and the determination of the relevant competent authorities. '

Two. In Article 2, paragraph 2 is deleted, paragraphs 3 and 4 shall become, respectively, paragraphs 2 and 3 and the new paragraph 2 shall be read as follows:

" 2. In the groups referred to in the last indent of the second paragraph of Article 2.5 of the law, the coordinator and the relevant competent authorities may decide, by common agreement:

(a) that they are not subject to all the obligations set out in this royal decree, except for the reference of the information necessary for the identification of financial conglomerates as provided for in Article 13.2; as well as those provisions of Articles 5, 6 and 7 of the law necessary to make the prior information requirement effective.

(b) To be subject to the obligations laid down in this royal decree with the exception of those referred to in Articles 8 to 11.

The authorities indicated may take the decisions referred to in this paragraph if they consider that the application of all the obligations laid down in this royal decree is not necessary, or is inappropriate, or could be misleading with regard to the objectives of the supplementary supervision. Those authorities shall review at least annually the total or partial exemption decisions referred to in this paragraph, and shall review the quantitative indicators set out in Article 2 of the law and the assessment of the risks associated with each of them. group. "

Three. Article 3 (1) (c) and Article 3 (2) are amended as follows:

" (c) Venture capital companies.

2. The banking and investment services sector shall consist of the credit institutions and investment firms of the financial conglomerate, as well as the other entities that integrate a consolidated group or sub-group of investment services. credit or a consolidated group or sub-group of investment services companies.

The insurance sector shall consist of the insurance and reinsurance entities of the financial conglomerate, as well as the other entities that integrate a consolidated group or subgroup of insurance entities.

The management companies of collective investment institutions and the management companies of venture capital institutions shall be added to the sector to which they belong within the group. If the latter do not belong exclusively to a sector within the group, they will be added to the smaller financial sector. "

Four. Article 4 (1) and (3) are amended as follows:

" 1. The calculations provided for in Article 2 of the Act shall be carried out twice a year in all groups in which at least one of the entities in the group belongs to the insurance sector and at least one other to the banking and investment services sector.

3. The relevant competent authorities may, by common agreement:

(a) Exclude an entity when carrying out the calculations provided for in Article 2.4 and 5 of the law unless there is evidence that the institution has moved from a Member State of the European Union to a third country for the purpose of bypass regulation.

b) Taking into consideration whether the thresholds provided for in the law for three consecutive years are respected, in order to avoid abrupt regime changes and to stop taking into consideration this circumstance if the structure of the group suffers significant changes.

c) Exclude one or more units in the smaller sector if such holdings are decisive for identifying a financial conglomerate and do not collectively have significant interest in relation to the additional monitoring objectives.

For financial conglomerates already identified as such, the above decisions will be made on the basis of a proposal from the coordinator of that conglomerate. "

Five. Article 5 (c) is amended as follows:

" (c) Other competent authorities concerned, when agreed by the authorities referred to in the previous two subparagraphs, to this effect, and in the absence of rules from the European Supervisory Authorities in this respect, the authorities referred to in points (a) and (b) shall take into account in particular the market share of the regulated entities in the conglomerate in other Member States of the European Union, in particular if it is more than 5%, as the importance of any regulated entity established in the conglomerate another Member State. "

Six. Article 6 (1), (2) and (4) shall be worded as

:

" 1. In cases where the dominant entity of the conglomerate is a Spanish regulated entity or where all relevant competent authorities are Spanish, the rules set out in paragraphs 2, 3 and 4 shall apply.

In cases other than those provided for in the preceding paragraph, the coordinator shall decide, after consulting the other relevant competent authorities and the obligated entity of the financial conglomerate, on the basis of which the capital adequacy requirements of the regulated entities in the financial conglomerate shall be calculated as described in the Annex.

2. The financial conglomerate's own resources shall comprise the result of the sum of:

(a) the own resources of the credit institution or the consolidated group of credit institutions, which are part of the financial conglomerate, as defined in the second part of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012.

(b) the own resources of the investment firm or its consolidated group, which are part of the financial conglomerate, as defined in the second part of Regulation (EU) No 575/2013; of 26 June 2013.

(c) The uncommitted own equity of the insurance undertaking or consolidable group of insurance institutions, which are part of the financial conglomerate, as defined in the Regulation on the management and supervision of private insurance, approved by Royal Decree 2486/1998 of 20 November.

Of that sum will be deducted:

1. º Equity shares between entities in the financial conglomerate, except that their amount has already been eliminated by consolidation or deducted from the own resources of the consolidated entities or groups members of that. Deductions shall be made by the value in the books of the entity holding such holdings.

2. º The excess, if any, of those elements belonging to the own resources or own resources not committed that do not have such consideration according to the regulations applicable to the individual financial institutions or consolidable financial groups supervised by the Spanish authority acting as the coordinator of the financial conglomerate, on the requirements of own resources or minimum non-committed assets of the individual financial institution or group consolidable in which they are computable. In order to determine such excess, it will first apply, if there is, the lower quality of the own resources in accordance with the applicable sectoral legislation, and those requirements covered by the rules will be distributed on a pro rata basis. own resources of the same group to those of the items to be excluded.

The coordinator may establish that the amount of the financial operations or financial commitments that are carried out, or between the different entities, shall be deducted from the effective own resources of the financial conglomerate. financial assets belonging to the conglomerate that are not consolidated between them, either between any of the financial institutions of that group and some third party, which generate a doubling in the calculation of the conglomerate's own resources (i) financial and/or weaken the effectiveness of own resources to cover losses or to deal with the risks assumed by the financial conglomerate as a whole.

The coordinator may also authorize the calculation of the financial conglomerate's own resources on the basis of the sectoral consolidated statements. To this end, it shall be construed as such for the grouping of credit institutions and investment firms on the one hand, and for insurance and reinsurance undertakings on the other. '

" 4. The coordinator may decide not to include a specific entity in the calculation of the additional capital adequacy requirements in the following cases:

(a) Where the institution is located in a third country where there are legal impediments to the transfer of the necessary information unless there is evidence that the institution has moved from a Member State of the European Union to a third country in order to avoid regulation.

(b) When the entity is individually considered to be of little significant interest in consideration of the objectives of the supplementary supervision. As several companies of the group are in these circumstances, they cannot be excluded more than if they are of little significant interest in their entirety in relation to the intended purpose.

(c) Where the inclusion of the entity is inappropriate or misleading in relation to the objectives of the supplementary supervision. In this case, and except for emergency situations, the coordinator shall consult the other relevant competent authorities before taking the decision.

However, the coordinator shall, on an annual basis, reassess the reasons for the exclusion.

In addition, where a regulated entity is excluded on the basis of points (b) and (c), the competent authority responsible for its individual supervision may apply to the obligor of the financial conglomerate. information that can facilitate the supervision of the regulated entity. "

Seven. Two new paragraphs 6 and 7 are added to Article 11 with the following wording:

" 6. The required entities in financial conglomerates shall forward annually to the coordinator detailed information on their legal structure and governance and organisational structure, including all regulated entities, including: Non-regulated subsidiaries and major branches. The coordinator shall provide the above information to the Joint Committee of European Supervisory Authorities. Also, the obligated entities shall publish annually, at the level of the financial conglomerate, in full or through references to equivalent information, a description of their legal structure and governance structure; and organizational.

7. The coordinator may carry out stress tests at the level of the financial conglomerate with the frequency and scope to be determined in each case. To this end, additional parameters may be incorporated which provide for the specific risks associated with financial conglomerates to those stress tests carried out at sectoral level. '

Eight. Article 13 (2) is worded as follows:

" 2. In the case of the groups referred to in Article 4.1, the required entity shall forward to the coordinator the information required by the coordinator in respect of the calculations provided for in Article 2 of the law, for the purposes of verifying the group's subjection to the obligations relating to supplementary supervision, and in relation to the calculation of the additional capital that may be required if the condition of a financial conglomerate is acquired.

Additionally, the groups referred to in Article 2.3.b) shall forward information relating to the calculation of capital adequacy equivalent to that provided for financial conglomerates as a result of the implementation of the paragraph 1.

The required entity referred to in the preceding paragraph shall be the entity corresponding to the application of criteria analogous to those provided for in Article 5.5 of the Act. "

Nine. Article 15 (1) and (2) shall be worded as

:

" 1. The Bank of Spain, the National Securities Market Commission and the Directorate-General for Insurance and Pension Funds shall cooperate closely with each other and with the other competent authorities, in order to identify the financial conglomerates in which, where applicable, Spanish entities are included. For this purpose, they may be directed to regulated entities under their jurisdiction to obtain, if not in their possession, the information necessary to carry out such identification work.

If a competent authority considers that a regulated entity authorised by it is a member of a group that could constitute a financial conglomerate yet to be identified in accordance with the law and this royal decree, communicate to the other competent authorities involved and to the Joint Committee of the European Supervisory Authorities.

2. Identified a financial conglomerate, the coordinator shall inform the required entity of the financial conglomerate referred to in Article 5.5 of the law, of such circumstance, of its status as coordinator, as well as of the scope of the obligations of the conglomerate as provided for in the first paragraph of Article 2.1 of this royal decree.

Identical procedure shall be followed, for the purposes of Article 12, in respect of the groups referred to in Article 2.3.a (a) and (b). "

Ten. Article 16 (a) and (d) shall be worded as follows:

a) Identification of the legal structure of the group and its governance and organisational structure, including all regulated entities, non-regulated subsidiaries and major branches belonging to the conglomerate financial and the holders of significant holdings at the level of the ultimate parent undertaking as well as the competent authorities of the regulated entities in the group. This information shall be provided by the coordinator to the Joint Committee of the European Supervisory Authorities. '

"(d) Identification of the principal shareholders and the management of the financial conglomerate and its regulated entities."

Once. The first transitional arrangement is deleted.

Twelve. Method 3 of the Annex is deleted and Method 4 is converted into Method 3 and is worded as follows:

" Method 3: Combined Method.

The calculation of the requirements for the adequacy of the additional capital of regulated entities in a financial conglomerate may be carried out by the combination of the two preceding methods. "

Final disposition fourth. Competence title.

1. This royal decree is dictated by the provisions of Article 149.1, Rules 11 and 13. of the Spanish Constitution, which attribute to the State the competence on the basis of the planning of credit, banking and insurance and coordination of planning general economic activity, respectively.

2. The provisions of the above paragraph are without prejudice to the powers conferred on the autonomous communities by the autonomous communities on the supervision of credit institutions and within the framework laid down by European Union law.

Final disposition fifth. Incorporation of European Union law.

By this royal decree, Directive 2013 /36/EU of the European Parliament and of the Council of 26 June 2013 on access to the business of credit institutions and supervision is incorporated into Spanish law. prudential rules for credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006 /48/EC and 2006 /49/EC; and Directive 2011 /89/EU of the European Parliament and of the Council of 16 November 2006 on the 2011, amending Directives 98 /78/EC, 2002 /87/EC, 2006 /48/EC and 2009 /138/EC as regards the additional supervision of financial institutions that are part of a financial conglomerate.

Final disposition sixth. Powers of development.

Without prejudice to the provisions of this royal decree and Law 10/2014 of 26 June, of the management, supervision and solvency of credit institutions, the Banco de España may:

(a) Make use of the options that are attributed to the national competent authorities in Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms, and amending Regulation (EU) No 648/2012 and Directive 2013 /36/EU of the European Parliament and of the Council of 26 June 2013 on the access to the business of credit institutions and investment firms credit institutions and the prudential supervision of credit institutions and investment firms, for which the Commission is required to Directive 2002/87/EC and Directives 2006 /48/EC and 2006 /49/EC are repealed.

(b) Make use of the options that are attributed to the Member States in Articles 412.5, 413.3 and 493.3 of Regulation (EU) No 575/2013 of 26 June 2013.

c) To urge credit institutions and their groups to carry out reviews by independent experts on those aspects that they consider relevant for the purposes of the obligations of the entities or groups established in the the solvency rules and, in particular as regards the consistency and quality of the data of the internal methods provided for therein.

d) Determine the types of financial institutions to be included in the consolidated group of credit institutions.

e) Receive the communications of the other bodies responsible for the individual supervision or on a sub-consolidated basis of the entities belonging to a consolidated group in which different entities are integrated credit institutions when the Banco de España is responsible for the supervision of the group. Such communications shall be carried out whenever necessary and at least twice a year. Their content shall be that relating to the minimum own resources requirements which, in accordance with their specific rules, are to be payable individually or under consolidated to the institutions subject to their supervision, the deficits they present in relation to the with such minimum requirements, and the measures taken for its correction.

f) Dictate the precise provisions for proper execution of this royal decree.

Any rule that is dictated in the development of what is foreseen in this royal decree and may directly affect financial institutions subject to the supervision of the National Securities Market Commission or the Directorate General Insurance and Pension Funds will require prior reporting from these agencies.

Final disposition seventh. No increase in expenditure.

The measures provided for in this royal decree will not entail an increase in remuneration, allocations or other personnel costs.

Final disposition octave. Entry into force.

This royal decree will enter into force on the day following its publication in the "Official State Gazette".

However, in order to provide on its website the information provided for in Article 37 of this royal decree, the credit institutions will have three months to count from the date on which the Bank of Spain publish the expected developments.

Given in Madrid, on February 13, 2015.

FELIPE R.

The Minister of Economy and Competitiveness,

LUIS DE GUINDOS JURADO