Law 10/2014, On June 26, Management, Supervision And Solvency Of Credit Institutions.

Original Language Title: Ley 10/2014, de 26 de junio, de ordenación, supervisión y solvencia de entidades de crédito.

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JUAN CARLOS I King of Spain to all that the present join together and act.

Know: That the Cortes Generales have approved and I come in to sanction the following law: preamble I the financial sector and, in particular, the Bank play a vital economic role, operating as a more powerful channel transformation of savings in financing for businesses, families and Governments. Access to this credit under competitive conditions, both in terms of cost and volume, is an indispensable condition for the growth of the economy and is, therefore, closely linked to the creation of jobs and national wealth. At the same time, risk and uncertainty are inherent to banking activity. The own tendency to cyclical economies, the natural appetite of financial firms by business models that prioritize the optimization of benefits in the short term, the unpredictable evolution of financial innovation and growing and global interdependence between financial markets and institutions, can lead to these institutions and to the whole of the economies to situations of difficulty, with serious consequences on the functioning of the global economic system. These consequences are sometimes such dimensions that may require public financial support, moving away from the financial sector so rule the market, general and spontaneous, individual bankruptcy and selection of agents. It is the above by which corresponds to the legal system joint, interventora depth greater than those employed in other areas of economic activity, the regulation necessary for better prevention and management of financial risks and, at the time, the promotion of more favourable conditions of financing of the economy. We can say that the last of all financial legislation basis consists of the need to ensure stability and efficient functioning of financial markets in order to protect the agents involved, especially to customers and investors, and, ultimately, provide the economies of financing conditions, optimal but prudent, to boost their prosperity in the long term.

In short, banks must be subject to rules that reconcile the necessary capacity of credit institutions for the development of its aims in the context of a market economy, with the proper planning and discipline on those aspects which can cause, as it has happened in the past, serious damage to the economy.

These considerations, fruit of an experience in time and the succession of crises, were taken into account by the legislator from the moment in which the financial activity was positioned in a central place in the economy, and prompted the creation of the Spanish system of regulation and supervision of credit institutions. The first rules concerning banking Spanish, hitherto alien to any public interference, were the law on banks of emission and the credit Societies Act of 1854. But real opening a comprehensive prudential regulatory framework legislation was the Act on bank management of 1921, known as Cambó law, who in the Defense Bill cuts already pointed out that losses of a Bank do not only affect shareholders, affect their customers, affect the entire economy of the country...». Since then there have been rules that have given continuity to the intervention of the public authorities, such as the law of banking ordination, on December 31, 1946, coming to definitively repeal this law, or the law Bases of management of credit and banking, 14 April 1962.

The last body of prudential banking regulation, which is replaced with this law, law is formed by law 13/1985, of 25 may, coefficients of investment, resources and reporting of financial intermediaries and law 26/1988, of July 29, on discipline and intervention of the credit institutions. These rules came out of two historical circumstances which today are clearly recognizable. Firstly, there is the profound crisis affecting the whole of the banking system between 1977 and 1985 and precipitating the bankruptcy of more than half of the banks operating in the country at the beginning of 1978. And, secondly, the incorporation of Spain to the European economic community in 1986, which opened the current stage of bonding of the Spanish financial regulation to the prolific evolution of the acquis in this area.

Since then, banking legislation, influenced by the law of the European Union and international commodity agreements, has been setting up a complex legal framework and deep that it operates in practice as a true professional status of credit institutions. This body of law is responsible for, firstly, of the monitoring of solvency and the entities risk management, attributed with extensive prerogatives to the Bank of Spain. But it is not limited at all to such oversight and reaches other elements very substantive and peculiar of the regulation of credit institutions such as reserve activity, control access and appropriateness of Directors and major shareholders, specific reinforcement of corporate governance requirements or, ultimately, the unusual treatment of entities with viability difficulties which includes the possibility of intervention and replacement of its administrators or the imposition of losses to their respective creditors.

In the same way that happened in the mid-1980s, the new regulation that incorporates this law is driven by two powerful currents. One is the international evolution of the banking law and the other is the realization that the financial crisis has left about the need to improve the quality of the prudential regulation of credit institutions.

In fact, one of the most substantial changes that occurred in the financial market in recent decades has to do with the complete internationalization of this activity, in parallel, but also at the forefront, of the phenomenon of greater scope of economic globalization. This fact has had significant impact policy, at the time that applied systems of supervision and regulation at the national level, the banking business was global and it noted the need for a supranational regulatory perspective. Therefore, intends now to harmonize prudential requirements of the global solvency rules, avoiding undesirable arbitrations regulatory between different jurisdictions and, at the time, improve the tools of international cooperation between supervisors.

The international authority that leads to the harmonization of international financial regulation is the Basel Committee of Banking Supervision. Through the agreements reached by the Committee articulated a first regulation which set a minimum capital of 8% on the whole of its risks (Basel I, 1988) for credit institutions. Subsequently, in 2004, is sophisticated regulations (Basel II) improving the sensitivity of risk assessment mechanisms and building two new pillars: self-assessment of risk for each entity in dialogue with the supervisor (II Pilar) and market (Pilar III) discipline.

But none of the two previous reforms, incorporated into Spain through two transpositions of the law of the European Union, avoided the effects of the crisis triggered in 2008. The quality and quantity of the capital of the entities has been insufficient to absorb losses caused in a context of strong turbulence and the regulation has also failed to temper the procyclical behaviour of entities, which increased excessively the credit in the expansion phase and reduced it substantially in recession, which initially aggravated the financial instability and then worsened the effects and duration of the economic crisis.

Given the major challenges encountered on the stability of the financial markets and the world economy from 2008, and after the political momentum of the large world leaders gathered in November of that year in Washington around the G20, the Basel Committee of Banking Supervision agreed in December 2010 the «regulating global framework to strengthen the banks and banking systems» (Basel III) , who, trying to avoid future crises and improve international cooperation, comes to significantly strengthen bank capital requirements.


The European Union moved to its legal order cited agreements 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 service companies, and by amending the Regulation (EU) No. 648/2012 and 2013/36/EU directive of the European Parliament and of the Council June 26, 2013, concerning the access to the activity of credit institutions and the prudential supervision of credit institutions and investment service companies, by which Directive 2002/87/EC amending and repealing directives 2006/48/EC and 2006/49/EC, whose transposition into our legal system began with the Royal Decree-Law 14/2013 , 29 November, on urgent measures for the adaptation of the Spanish law to the rules of the European Union in the field of supervision and solvency of financial institutions, and continues now. These rules of the European Union have, in turn, a role and dimension greater than the mere adoption of the Basel III agreement, since, on the one hand, they deepen in order to reduce excessive reliance on the credit rating agencies for the measurement of exposures to various risks and, on the other, substantially advance the creation of genuine unique solvency banking regulations. This harmonization exercise it is essential towards the Constitution of the Union Bank, that it will firmly support in this common financial regulations for the creation of unique mechanisms for supervision and resolution of the euro area credit institutions. The reduction of dependence on external rating agencies is also essential to strengthen solvency while the financial crisis has been shown how the methods of analysis of these agencies underestimated the risks of certain assets.

During the last years Spain has known the serious effects caused by the credit crisis. The non-viability of certain credit without financial support institutions has required a determined public intervention to undertake restructuring and its sanitation. This effort made, should now adopt a new prudential regulation that ensures a framework in which our financial institutions exercise their activities, on the other hand vital for the economy, with the least possible risk to the financial stability of the country.

II the main object of this Bill is to adapt our legal system to regulatory changes that are imposed at the international level and of the European Union, continuing the transposition initiated by the Royal Decree-Law 14/2013, 29 November. In this sense, the Regulation (EU) No. 575/2013, June 26, and the Directive 2013/36/EEC, of 26 June, involve, as she has already been mentioned, one change substantially the rules applicable to credit institutions, all once aspects such as the supervisory regime, capital requirements and the penalties are extensively modified.

But this law also undertakes a company which has been lived as a necessity for years, as recast in a single text of key regulations, management and discipline of credit institutions. Very frequent modification of existing laws has been deteriorating its intelligibility in such a way that the regulation already lacked minimal systematic rigour necessary to ensure the consistency of whole and facilitate its correct application and interpretation. The elaboration, therefore, of a normative text only, in which, at the same time that takes place the transposition of the regulations issued recently by the European Union, integrate national standards governing the matter of scattered and disjointed way, contributes decisively to the improvement of the efficiency and quality of our financial system.

This law contains, therefore, the core of the legal regime applicable to credit institutions, without prejudice to the existence of other special rules governing specific aspects of their activity or the particular status of a specific type of credit institution, as it is the case with savings banks and credit cooperatives.

The structure of the text should be explained on the basis of their overlapping Regulation (EU) No. 575/2013, on June 26, his vocation of transposition of Directive 2013/36/EEC, of 26 June, and national provisions currently in force which must be recast. The regulation and the directive constitute the fundamental legal regime for access to the activity of credit institutions and solvency. This law shall regulate aspects General legal regime for access to the status of credit, the operation of its governing bodies and instruments supervisors and sanction to be used by the authorities, in order to ensure the full effectiveness of the rules. The regulation of the European Union, for its part, establishes the fundamental obligations of the requirements of capital and solvency and proper management of risks of the entities.

Title I includes the General provisions of the legal regime that must govern credit institutions. Thus, collect its definition and lists those entities that are considered credit, sets the content of the activity whose exercise is reserved exclusively for these entities and sources of their legal status.

Additionally, this title regulates other aspects, for its specialty, linked to the very nature of credit institutions and which are developed in the following chapters: his regime of authorization and revocation, the regime of significant shareholdings, the fitness regime and incompatibilities of members of the Board of directors or equivalent body and the regime of corporate governance and remuneration policies.

Standard performs a very substantive progress on corporate governance. These reforms come before evidence of prudential regulation of institutions must promote the practices of management more efficient and optimal for the development of a complex and risky activity as the financial. Basically, there are two areas affected: the establishment of efficient systems of corporate governance and the development of a policy of compensation best aligned with the risks in the medium term of the entity.

Although nuclear standard on solvency of credit institutions is from 1 January 2014 the Regulation (EU) No. 575/2013, 26 June, title II collects the provisions that should be kept in the national system. These provisions relate, firstly, to the evaluation of the adequacy of the capital of the entities to the risk they take. This evaluation constitutes a complement to resource requirements laid down in the regulation with a vocation clearly General and automatic, that could not take into account the peculiarities arising from the risk profile of each entity. Ultimately, it is for each entity to determine if the capital requirements laid down in the regulation are sufficient or if on the contrary, given their business model and level of exposure to risk, requires a level of greater capital. The final decision with respect to these requirements is determined in a dialogue between the supervisor and the entity that is known as Basel II Pilar.

In addition, this title introduces the criteria should take into account the Bank of Spain to fix possible liquidity requirements within the framework of the review of strategies, procedures and systems implemented by entities to comply with the rules of solvency. This school aims to contribute to the prevention of the liquidity crisis, during which entities find difficulties in accessing markets and this ends up impairing its solvency. This ability is also a complement individualized for each entity to liquidity requirements that are required from 2016 pursuant to the regulation.

Thirdly, articulates a set of additional tier 1 ordinary capital requirements to those laid down in the Regulation (EU) No. 575/2013, 26 June. They are the so-called capital cushions. Two of these mattresses are of a non-discretionary nature: that of preservation of capital and used for global systemically important institutions. Additionally, the mattress for systemically important institutions gives some discretion to the Bank of Spain for its demand to certain entities. These three mattresses are due to the need of having supplements of capital against unexpected losses or cover the risks caused by the systemic character of certain entities. On the other hand, the countercyclical mattress and mattress against systemic risk are tools available to the Bank of Spain in order to reduce the pro-cyclical effect on the credit of the capital requirements, and, where appropriate, address the emergence of risks that may affect the financial system as a whole. Against possible breaches of the rules governing the regime of the capital cushions article is a system based on restrictions on distributions and the elaboration of a plan of conservation of capital.


Under Title III, and in line with the legislation currently in force, the Bank of Spain as credit institutions supervision authority is designated. To do so, powers is granted the and powers necessary to perform this function, delimits itself the subjective and objective scope of their supervisor, and is granted the ability to take action to ensure compliance with the rules of solvency. Accounting matters, provides for the possibility of the Minister of economy and competitiveness to enable the Bank of Spain, to the National Commission of the stock market or the Institute of accountancy and audit of accounts to establish and modify accounting standards and models to clamp the financial statements of the credit institutions and entities regulated by article 84.1 of law 24/1988 of 28 July, the stock market, as well as the consolidated groups of certain companies of investment services and other entities. This empowerment is understood notwithstanding reports that the Institute of accounting and audit of accounts should apply accounting planning.

While the activity of credit institutions is circumscribed in an ever more integrated environment, particularly at European level, it is also necessary to regulate the relations of the Bank of Spain with other supervisory authorities and, in particular, the European banking authority. In this context it should be stressed that from the entry into force and full effectiveness of the unique mechanism of Supervision in the European Union, the Bank of Spain shall exercise its functions of supervision of credit institutions in cooperation and without prejudice to the powers which will be directly attributed to the European Central Bank, in accordance with the provisions in the Regulation (EU) No. 1024 / 2013 Council , 15 October 2013, which instructs the European Central Bank specific tasks with regard to policies relating to the prudential supervision of credit institutions. The unique mechanism of Supervision will develop a crucial function to ensure a coherent and effective implementation of the policies of the Union in the field of prudential supervision of credit institutions.

The Bank of Spain can access much information from credit institutions is necessary to keep track of the activities undertaken by the entities. This follow-up refers, in particular, the systems, procedures and strategies of the entities to comply with the regulations about solvency, risks to which entities may be exposed and could impair the solvency of the institution and the systems of corporate governance and remuneration policy. It is, ultimately, detect early breaches of rules of solvency and situations that could lead in the future to such non-compliance and who pose a danger to the stability of the financial system.

This supervisory work must be developed within an orderly and systematic framework for which the Bank of Spain shall annually prepare a program supervisor. It is of paramount importance to provide clear criteria to supervised entities should apply the solvency regulations and other rules of management and discipline of credit institutions.

The organizational complexity of the entities, often included within a group involving companies not necessarily regulated, advised that the field supervisor of the Bank of Spain is the broadest possible. In addition, should delimit the capabilities the Bank of Spain in relation to the branch supervisor, while, especially if it's branches of European institutions, its parent company has been authorized and is supervised in another Member State.

In the exercise of its powers, the Bank of Spain can be a subsidiary supervisor within a group or a group-own matrix. In this case, it is essential to ensure the necessary coordination with other supervisors and arbitration mechanisms such as joint decision-making or the formation of colleges of supervisors that coherent and effective decisions for the whole group. It must also ensure cooperation between the Bank of Spain, the National Commission of the stock market and the General Directorate of insurance and pension funds, for those groups that develop their activities, credit institutions, insurance undertakings and investment firms.

In the event of non-compliance with the rules of solvency, she was granted to the Bank of Spain powers and powers to intervene in the activities of the entity, by introducing greater capital requirements, provisions or by restricting dividends, among others. If the situation were of exceptional gravity, the Bank of Spain could reach even the intervention of the entity and the replacement of its governing bodies.

Title IV includes the sanctioning procedure applicable to credit institutions, following the scheme marked by law 26/1988, of July 29, on discipline and intervention of credit institutions. Precise modifications are introduced to transpose the Directive 2013/36/EU, of 26 June, which affects mainly to the inclusion of new types of sanction and the modification of the amount and form of calculation of applicable offences, as well as its advertising. Technical changes were also introduced, minor, but necessary to update some precepts to the rules on general administrative procedure currently in force.

The law finally concluded with a series of provisions containing, among other assumptions, the regime's preference shares or the rules applicable to institutional protection schemes. Also includes a relevant number of transitional law, in response to that with the own rules of the European Union is implementing provides for a staggered implementation of many of its precepts, as, for example, those relating to the Constitution of capital cushions. On the other hand, modifies the composition of the Commission management of the Fund of guarantee deposit incorporating representatives of the ministries of economy and competitiveness and finance and public administration.

III regarding the final provisions, highlights the extensive modification of the law 24/1988, of 28 July, the stock market. This change is due to spread to service companies of the prudential supervision regime for credit institutions in Directive 2013/36/EU, June 26. Specifically, this regime goes to all those companies investment services whose scope of activity is not limited only to the provision of advisory services on investment or the reception and transmission of orders from investors without holding money or securities belonging to clients.

Thus, the members of the Board of Directors of investment services companies subject to the scope of Directive 2013/36/EU, June 26, are subject to the same regime of fitness and incompatibilities and corporate governance than their counterparts of credit institutions.

Although the main norm in solvency of investment services companies, like that in terms of solvency of credit institutions, the Regulation (EU) No. 575/2013, 26 June, these entities may present particular risks in its activity which are not properly collected by that regulation. For this reason, forced to carry out a process of self-evaluation of its levels of capital and liquidity in order to determine whether it is necessary to maintain levels of equity or liquidity exceeding those laid down in the regulation. The final decision with respect to these requirements is determined through the dialogue between the National Commission of the stock market and investment services company.

In addition, the National Commission of the market of stock, as the Bank of Spain, has the ability to require a set of additional tier 1 ordinary capital requirements, the so-called capital cushions. However, the regime of capital cushions shall not apply to those companies of investment services that do not carry out activities of dealing on own account nor for assurance of financial instruments or placement of these on the basis of a firm commitment. For companies of investment services that have the consideration of small and medium enterprises, the National Commission of the stock market may choose to not apply conservation of capital mattress and mattress countercyclical if it considers that this is not a threat to the stability of the financial system.

The proper exercise of these functions by the National Commission of the stock market requires a certain coordination of this supervisory agency with other supervisors both as foreign nationals. Therefore, a substantial part of the modifications of the law 24/1988, of 28 July, they obey to this need for coordination.

In addition, the supervisor of the National Commission of the stock market work should be developed in an orderly and systematic framework for which this agency must annually prepare a programme supervisor that provides clear criteria of application of the rule to the supervised investment services.


On the other hand, include the adaptation of the penalties envisaged for investment services companies. In this sense, the current regime is updated to include offences and relevant penalties arising from the breach of the solvency rules.

In addition to the appropriate modifications for the proper transposition of Directive 2013/36/EU, changes of the law 24/1988, of July 28, the updating of the regulation of entities of central counterparty must be stressed to make it compatible with Regulation (EU) No. 648/2012, of the European Parliament and of the Council of 4 July 2012 OTC derivatives, entities of central counterparty and records of operations and its implementing regulations, which came into force in 2012 and 2013. In addition, enhances the penalties applicable to breaches of the rules of the European Union of short sales. To this end, for the sake of better clarity and greater legal certainty, settle offenders types specifically referred to Regulation (EU) No. 236/2012 of the European Parliament and of the Council of 14 March 2012 on sales in short and certain aspects of the CDs for non-payment, which will be additional to the current regime which operates on the basis of General and broader typifications. In addition, new wording is given to article 79 c in order to extend the regime of information intended customer, in General, the articles 79 bis and ter 79, to those investment services that may be linked to other financial products. This notwithstanding that these other services, such as for example the mortgage loans, already have their own rules of transparency and protection customer. Thus, in order to raise the maximum protection to investors and ensure legal certainty and uniformity in the rules of transparency apply to the marketing of investment services, anticipates in Spain the extension of this system of information client, in line with regulatory projects of the European Union in the field of financial markets.

IV the financial crisis has brought relevance the need for public authorities to adopt perspectives integrated when it comes to regulating the financial markets. The fact that in the area of the European Union are taking the steps necessary for the creation of a Banking Union, which leads to the unification of the powers of supervision and resolution at European level, is proof that the financial matters, and in particular, the regulation of credit institutions, requires a harmonised, uniform legislation capable of common foundations in all Member States. The objective of achieving a genuine internal financial market and, thus, prevent the dysfunctions arising from regulatory and institutional dispersion, is a fact that the new European regulation certifies. The cross-border character of credit and their financial activity entities requires the performance of public authorities with powers that transcend the borders of the Member States, such as the single supervisory mechanism and the sole authority of resolution. Moved this philosophy to our country, becomes glaring the need to have a basic regulation capable of guaranteeing the implementation of a common legal regime for credit institutions which, in turn, be fully respectful with the management of the European Union.

The financial system and credit of a country can hardly be divided into compartments, since financial stability, and their chances of having a circulation of credit flowing, able to launch the rest of economic sectors, depends on the situation that are credit institutions, even those that a priori might not have a systemic character. Legislation that includes this law respects, therefore, the concept of basic that you have defined the Constitutional Court over the past years, and is based on the conviction that the regulation of financial markets should be from basic State legislation, in a unitary manner, to avoid fragmentation and to ensure that public authorities can Indeed, order a highly globalized activity and whose regulation and supervision, derives primarily from the action of the authorities and European institutions.

Index Title I. Of credit institutions.

Chapter i. General provisions.

Article 1.Entidades of credit.

Article 2. Rules of management and discipline of the credit institutions.

Article 3.Reserva of activity and denomination.

Article 4. Powers of the Bank of Spain.

Article 5.energy of the customer's credit.

Chapter II. Authorisation, registration and revocation.

Article 6. Authorization.

Article 7. Refusal of authorisation.

Article 8.revocacion of the authorization.

Article 9. It renounces the authorization.

Article 10.Caducidad of the authorization.

Article 11. Opening of branches and free provision of services in other Member States of the European Union by Spanish credit institutions.

Article 12.Apertura of branches and free provision of services in Spain by another Member State of the European Union credit institutions.

Article 13. Opening of branches and free provision of services in Spain by a non-Member State of the European Union credit institutions.

Article 14.Agentes of credit institutions.

Article 15. Records of the Bank of Spain.

Chapter III. Significant shareholdings.

Article 16.participacion significant.

Article 17. Duty of notification of significant shareholdings.

Article 18.evaluacion of the proposed acquisition.

Article 19. Cooperation between supervisory authorities.

Article 20.Efectos of the breach of obligations.

Article 21. Reduction of significant shareholdings.

Article 22.Deberes of information and communication of credit institutions.

Article 23. Measures to ensure the sound and prudent management of the entity.

Chapter IV. Fitness, incompatibilities and registration of senior officials.

Article 24.Requisitos of fitness.

Article 25. Supervision of the suitability requirements.

Article 26.regimen of incompatibilities and limitations.

Article 27. Senior registration.

Chapter V. corporate governance and remuneration policy.

Article 28. Standards of corporate governance.

Article 29. System of corporate governance.

Article 30.Plan General of viability.

Article 31. Nominations Committee.

Article 32.politica of remuneration.

Article 33. General principles of the remuneration policy.

Article 34.Elementos variables of the remuneration.

Article 35. Credit institutions which receive public financial support.

Article 36.comite of remuneration.

Article 37. Responsibility for risk management.

Article 38.funcion of risk management and risk Committee.

Title II. Solvency of credit institutions.

Chapter i. General provisions.

Article 39.Normativa of solvency.

Article 40. Subjective scope of the solvency rules.

Chapter II. Internal capital and liquidity article 41.autoevaluacion of the capital.

Article 42. Liquidity.

Chapter III. Capital cushions.

Article combined 43.Requisito of capital cushions.

Article 44. Conservation of capital cushion.

Article 45.colchon of specific counter-cyclical capital.

Article 46. Mattress capital for systemically important institutions.

Article 47.colchon against systemic risks.

Article 48. Restrictions on distributions.

Article 49.Plan of conservation of capital.

Title III. Supervision.

Chapter i. Function supervisor.

Article 50.funcion supervisor of the Bank of Spain.

Article 51. Supervision of compliance mechanisms.

Article 52.supervision of risks.

Article 53. Monitoring of systems of corporate governance and income-generating policies.

Article 54.elaboracion of guides in the field supervisor.

Article 55. Program supervisor.

Chapter II. Scope of the supervisory role.

Article 56.ambito of the supervision of the Bank of Spain.

Article 57. Supervision of consolidated groups.

Article 58.supervision financial Ventures portfolio and mixed portfolio companies.

Article 59. Supervision of branches of credit of Member States of the European Union.

Article 60.supervision of branches of credit of States not members of the European Union and evaluation of the equivalence of the supervision on a consolidated basis from those States.

Chapter III. Cooperation between supervisory authorities.

Article 61. The Bank of Spain's collaboration with authorities of other countries.

Article 62. Collaboration with the supervisory authorities of the European Union in its capacity as authority responsible for consolidated supervision.

Article 63.colaboracion in the event of breaches of branches of credit institutions authorised in other Member States of the European Union.

Article 64. Interim measures in the event of breaches of branches of institutions of other Member States of the European Union.

Article joint 65.decision.

Article 66. Colleges of supervisors.

Article 67.Relaciones of the Bank of Spain with other national financial authorities.

Chapter IV. Prudential supervision measures.

Article 68. Prudential supervision measures.

Article 69. Additional requirements of resources.

Chapter V. measures of intervention and replacement.

Article 70. Causes of intervention and replacement of the Board of Directors.


Article 71. Competition of intervention and replacement.

Article 72.Acuerdos of intervention or replacement.

Article 73. Content of the intervention and replacement agreement.

Article 74.Requisitos of validity of acts and agreements subsequent to the date of intervention.

Article 75. Interim Administration.

Article 76.Cese of the intervention or substitution measures.

Article 77. Dissolution and voluntary liquidation of the credit institution.

Article 78.intervencion of the liquidation operations.

Article 79. Communication to the Cortes Generales.

Chapter VI. Reporting and publication.

Article 80.Obligaciones of publication of the Bank of Spain.

Article 81. Obligations of information from the Bank of Spain in emergency situations.

Article 82.obligacion of secret.

Article 83. Duty of confidentiality of information.

Article accounting 84.informacion that credit institutions should be sent.

Article 85. Information with reasonable relevance of credit institutions.

Article 86.informacion payable to branches of credit institutions based in the European Union.

Article 87. Annual banking report.

Article 88.informacion on participations in credit institutions.

Title IV. Chapter i. General provisions sanctioning regime.

Article 89. General provisions.

Article 90. Competition for the instruction of records.

Chapter II. Infractions.

Article 91. Classification of offences.

Article 92.Infracciones very serious.

Article 93. Grave breaches.

Article 94.Infracciones mild.

Article 95. Prescription of infringements and sanctions.

Chapter III. Sanctions.

Article 96.Sanciones.

Article 97. Penalties for the Commission of serious offences.

Article 98.Sanciones by the Commission of serious offences.

Article 99. Penalties for the Commission of minor offences.

Article 100.Sanciones that exercising direction or management charges for the Commission of serious offences.

Article 101. Sanctions that exercising direction or management charges for the Commission of serious offences.

Article 102.Sanciones that exercising direction or management charges by the Commission of minor offences.

Article 103. Criteria for the determination of penalties.

Article 104.Responsabilidad of address or administration charges.

Article 105. Responsibility of the consolidated groups of credit institutions.

Temporary 106.Nombramiento of members of the Board of Directors article.

Chapter IV. Rules of procedure.

Article 107.Procedimiento for the imposition of sanctions.

Article 108. Procedure applicable in the case of minor offences.

Article 109.Nombramiento of instructors or Deputy Secretaries.

Article 110. Examination of evidence.

Article 111.Medidas provisional.

Article 112. Temporary suspension of persons who hold positions of management or direction.

Article 113.Ejecutividad of sanctions and administrative challenge.

Article 114. Consisting of fine sanctions.

Article 115.Publicidad of the sanctions.

Article 116. Notification of violations.

Article 117.Concurrencia with criminal proceedings.

Article 118. Remission of memory of punitive actions to the Cortes Generales.

First additional provision. Requirements for computation of the preferred shares for the purposes of rules of solvency and fiscal rules applicable to them as well as certain debt instruments.

Second additional provision. Limitations on the issuance of obligations.

Third additional provision. Of leasing operations.

Fourth additional provision. Supervision of entities not registered in administrative records.

Fifth additional provision. Legal regime of the institutional systems of protection.

Sixth additional provision. References to the repealed regulations.

Seventh additional provision. Shares and financial year.

The eighth additional provision. Legal regime of the official credit Institute.

Ninth additional provision. Management regime and discipline of the reciprocal guarantee companies.

Tenth additional provision. Incompatibility of the Auditors to carry out work in credit institutions.

Eleventh additional provision. Liability of the members of the Committee on control of savings banks.

Twelfth additional provision. Authorization of structural modification operations.

Thirteenth additional provision. Regime for the adaptation of the statutes of credit unions.

Fourteenth additional provision. Punitive powers of the State and the autonomous communities.

Fifteenth additional provision. Authorization for the collaborators of the supervisory bodies.

Sixteenth additional provision. Integration of the Bank of Spain at the single supervisory mechanism.

Seventeenth additional provision. Plans for compliance with minimum level of social capital and own resources by the reciprocal guarantee companies.

Eighteenth additional provision. Reinforcement of the institutional framework for financial stability.

Nineteenth additional provision. Fee for the global assessment to credit institutions.

Twenty additional provision. Proposed protection to the client.

First transitional provision. Authorization in progress and disciplinary procedures.

Second transitional provision. Transitional tax regime of preference shares and debt instruments.

Third transitional provision. Participatory quota system.

Fourth transitional provision. Transitional regime of the reporting requirements imposed on a Member State of the European Union credit institutions branches.

Fifth transitional provision. Transitional arrangements for branches of credit institutions authorised in other Member States of the European Union.

Sixth transitional provision. Transient measures of precautionary in emergency situations.

Seventh transitional provision. Transitional arrangements for the monitoring of the Member States of the European Union credit institutions branches.

Eighth transitory provision. Transitional regime of the mattress for the conservation of capital.

Ninth transitional provision. Transitional regime of the mattress of each institution's specific counter-cyclical capital.

Tenth transitional provision. Transitional regime of the mattresses of capital for systemically important institutions.

Eleventh transitional provision. Transitional regime of restrictions on the distribution of dividends and the conservation plan of the capital in connection with the capital cushions.

Twelfth transitional provision. Transitional regime of the annual banking report and the annual report of investment services companies.

Thirteenth transitional provision. Transitional regime for entities of central counterparty and the official secondary markets for futures and options.

Fourteenth transitory provision. Comprehensive plan of viability.

Fifteenth transitional provision. Designation of the members of the Commission management of the Fund of guarantee deposit of credit institutions.

Sixteenth transitional provision. Supervision of branches of credit of States not members of the European Union.

Repealing provision.

First final provision. Modification of the law 24/1988, of 28 July, the stock market.

Second final provision. Modification of law 13/1989, of May 26, credit unions.

Third final provision. Modification of law 1/1994 of 11 March, on the legal regime of the reciprocal guarantee companies.

Fourth final provision. Modification of the law 41/1999, of 12 November on payment and securities settlement systems.

Fifth final provision. Modification of law 36/2003, of 11 November, economic reform measures.

Sixth final provision. Modification of the text revised of the Act of ordination and supervision of private insurance approved by Royal Legislative Decree 6/2004, of 29 October.

Seventh final disposition. Modification of the law 5/2005, of 22 April, supervision of financial conglomerates and amending other laws in the financial sector.

Disposal the eighth. Modification of the text revised of the law of audit of accounts approved by Royal Legislative Decree 1/2011 from 1 July.

Ninth final disposition. Modification of the Royal Decree-Law 16, 2011, on 14 October, whereby the deposit guarantee fund of credit is created.

Tenth final disposition. Modification of the Law 26/2013, of 27 December, boxes of savings and banking foundations.

Eleventh final disposition. Skill-related title.

Twelfth final provision. Incorporation of European Union law.

Thirteenth final disposition. Regulatory development.

Fourteenth final disposition. Entry into force.

Annex. List of activities subject to mutual recognition.

Title I Chapter I General provisions article 1 credit institutions. Credit institutions.

1. are credit institutions authorised undertakings whose business is to receive the public deposits or other repayable funds and to grant credits for its own account.

2 have the consideration of credit institutions: to) banks.

(b) savings banks.

(c) credit unions.

(d) the Instituto de crédito Oficial).

Article 2. Rules of management and discipline of the credit institutions.

1. the status of credit institutions shall be established by the rules of order and discipline. They have this consideration the following standards: to) this Act and the provisions that develop it.


(b) 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 by which modifies Regulation (EU) No. 648/2012.

(c) the remaining standards of the Spanish legal system and the law of the European Union containing provisions specifically relating to credit institutions.

2. the regulations governing commercial companies shall apply to credit institutions insofar as it is consistent to those mentioned in the preceding paragraph and, in particular, with the special rules by which savings banks and credit cooperatives are governed.

Article 3. Book activity and denomination.

1 it is reserved to credit institutions which have obtained the required authorization and are registered in the corresponding register, the collection of repayable funds from the public, that is their target, in the form of deposit, loan, temporary transfer of financial assets or similar.

2. credit institutions shall use own generic names, which will be different for each type of credit institution, in accordance with what is foreseen by regulations or in a specific law.

3. it is prohibited to any person, natural or legal, authorised or registered as a credit institution exercising the activities legally reserved to entities of the credit and the use of the designations of the same or any others that might lead to confusion with them.

4. foreign credit institutions may use in Spain their denominations of origin provided that they do not arouse doubts about his identity. If there is danger of confusion, the Bank of Spain may require adding some explanatory mention.

5. the register and other public records shall refuse the registration of those entities whose business or corporate purpose or which are contrary to the provisions of this article. The inscriptions made in violation of the foregoing will be void void, and must proceed to its cancellation of its own motion or at the request of the competent administrative authority. Such invalidity shall not prejudice the rights of third parties of good faith, acquired in accordance with the contents of the corresponding records.

Article 4. Powers of the Bank of Spain.

1 corresponds to the Bank of Spain the exercise of competences that attributed to them by the rules of management and discipline on credit institutions and, where appropriate, on financial holding companies and mixed financial holding companies.

The Bank of Spain will exercise their powers without prejudice to the functions attributed to the European Central Bank and in cooperation with this institution, in accordance with the provisions in the Regulation (EU) No. 1024 / 2013 Council, on October 15, 2013, which instructs the European Central Bank specific tasks with regard to policies relating to the prudential supervision of credit institutions.

2 in particular, will be up to the Bank of Spain: to) authorize the creation of credit institutions and the opening in Spain of branches of credit institutions foreign not authorised in a Member State of the European Union.

(b) authorize the creation of a foreign credit institution or the acquisition of a significant stake in an existing entity, by a credit institution or a group of Spanish credit institutions, when the foreign credit institution go to be constituted or is domiciled in a State which is not a member of the European Union.

(c) authorize the statutory modifications of the credit institutions, in the terms established by law. In particular may be determined by law those statutory modifications in which authorization can be replaced with mandatory communication to the Bank of Spain.

(d) revoke the authorisation granted to a credit institution in the cases referred to in article 8.

e) practice registration in the registers referred to in article 15, as well as management of the same and others provided for in other rules of order and discipline.

(f) to exercise the function supervisory and sanctioning power of credit institutions and, where appropriate, financial holding companies and mixed financial holding companies, for compliance with the rules of management and discipline.

(g) granting the authorizations provided for in the Regulation (EU) No. 575/2013, June 26 and, if necessary, revoke them.

(h) without prejudice to the powers of the National Commission of the market of values, control and inspection of the application of law 2/1981 of 25 March, regulation of the mortgage market.

(i) how many other competencies are established in the legal system.

Article 5. Protection of the customer's credit.

1 the Minister of economy and competitiveness, in order to protect the legitimate interests of clients of banking, investment, other products or services provided by credit institutions, may issue provisions concerning a: to) the pre-contractual information to be provided to customers, the information and content of contracts and subsequent communications that allow the tracking of the same , so that reflected explicitly and with maximum clarity, the rights and obligations of the parties, risks arising from the service or product for the client and other circumstances necessary to ensure the transparency of the relevant conditions of services or products and allow the client to assess whether they conform to your needs and your financial situation. For this purpose, contracts for these services or products is always formalized in writing or in electronic format, or in another durable medium, and the Minister of economy and competitiveness can, in particular, set clauses relating to typical banking products or services contracts will have to treat or provide expressly.

(b) transparency of the basic conditions of marketing or procurement of services and banking products offered by credit institutions and, in his case, duty, and the way in which such conditions should be communicated to their clientele or to the Bank of Spain. Basic conditions of services and banking products of compliance for credit institutions may be, in addition. In particular, only may receive commissions or impact costs for services requested firm or expressly accepted by a client and that always respond to services actually rendered or expenses incurred can be accredited.

(c) the principles and criteria that must be secured the advertising activity of services and banking products, and modalities of administrative control on it, in order that it is clear, sufficient, objective and not misleading.

(d) the specialties of the hiring of services and banking products in electronic form or by other means of distance communication and information which, to the object of the provisions of this article, be included in the electronic pages of credit institutions.

(e) the scope of the norms established under the aegis of this article to any contracts or operations of the planned nature these rules, even though the entity involved does not have the status of a credit institution.

2 in particular, in the marketing of loans or credits, the Minister of economy and competitiveness will be able enact rules favoring: to) the appropriate attention to revenue customers relating to commitments who purchase to receive a loan.

(b) adequate and independent assessment of the real estate guarantees that ensure the loans in such a way that provides for mechanisms that prevent undue influences the entity itself or its subsidiaries in the assessment.

(c) consideration of various scenarios of evolution rates on variable interest loans, the chances of coverage against such variations and all taking account of the use or not of official reference rates.

(d) obtaining and documenting appropriate relevant data of the applicant.

(e) the pre-contractual information and assistance appropriate to the client.

(f) respect for the rules of data protection.

Without prejudice to the freedom of contract, the Ministry of economy and competitiveness can be, itself or through the Bank of Spain, the regular publication, with official character, certain levels or types of reference interest that may be applied by credit institutions to the variable-interest loans, especially in the case of loans or mortgage loans.

3. provisions which, in the exercise of its powers, may dictate the autonomous communities on the matters referred to in this article may not provide a level of protection lower than dispensing standards approved by the Minister of economy and competitiveness. In addition, standardized models of information may not be modified by the autonomic regulation, in the interests of adequate transparency and homogeneity of the information provided to customers of bank products or services may be established with basic character.

4. standards issued under cover of the provisions of this article will be considered rules of management and discipline and supervision will be up to the Bank of Spain.

Chapter II authorisation, registration and revocation article 6. Authorization.


1. the Bank of Spain authorized the creation of credit institutions and the free provision of services and creation of branches of credit of States not members of the European Union who intend to settle in Spain in the terms that provide for by law. For these purposes, and prior to the granting of the authorisation, it shall request, in the aspects falling within its competence, inform the Service Executive of the Commission for prevention of money laundering and monetary offences, the National Commission of the stock market and the General Directorate of insurance and pension funds. The lack of resolution in the time limit set in paragraph 8 will mean the denial of the application.

2. the Bank of Spain will inform the Ministry of economy and competitiveness the opening of the authorisation procedure indicating the essential elements of the record to deal with and also the completion of the same.

3 authorization for the creation of a credit institution shall be subject to prior consultation with the competent supervisor of the Member State of the European Union authority, where any of the following circumstances: to) that the credit institution will be controlled by another credit institution, an investment services company or an insurance or reinsurance entity authorised in that State.

(b) that the credit institution will be controlled by the parent of a credit institution, a service company of investment or insurance or reinsurance entity authorised in that State.

(c) that the credit institution will be controlled by the same natural or legal persons controlling a credit institution, an investment services company or an insurance or reinsurance entity authorised in that Member State.

Means that an entity is controlled by another where there is one of so-called regulated in article 42 of the code of Commerce.

4. the consultation provided for in the preceding paragraph shall comprise, in particular, the assessment of the suitability of the shareholders, the members of the Board of Directors and Directors General and assimilated the new entity or parent, in the case of a financial holding company or a mixed financial holding company, and can be repeated for the purposes of assessing the compliance of these requirements by the Spanish credit institutions.

5. the Bank of Spain will assist each other queries that may send the authorities responsible for the authorisation of the credit institution from another Member State and, where appropriate, the National Commission of the stock market or the General Directorate of insurance and pension funds will too. In addition, it shall be provided with ex officio and without unjustified delay information that is essential for the alleged authorization.

6 a the effects of this law, shall be by similar to general managers: to) those who develop in the credit institution functions of top management under the direct dependence of its organ of administration or executive committees or CEOs of the same, and the people who direct foreign branches of credit institutions in Spain.

(b) persons who meet the above requirements of dependency, limit its senior management functions to a specific activity area, provided that they are integrated into an organizational structure of address that assume the day-to-day management of the entity at the highest level.

(c) those who had a contract of employment for senior management subject to the Royal Decree 1382 / 1985, of 1 August, which regulates the employment relationship of the special character of the senior management staff.

7. for the purposes of this law, it will match the governing body to the Governing Council of credit unions and any equivalent credit Board.

8. the application for approval shall be resolved within the six months following its receipt in the Bank of Spain, or at the time that the required documentation is completed and, in any case, within twelve months after its receipt. When the request is not resolved in the earlier period, may be rejected.

However the above, the term for a resolution referred to in the preceding paragraph shall be three months for requests for authorization under the assumption of article 7.3.

Article 7. Refusal of authorisation.

1 authorization for the creation of a credit institution shall be refused in the following cases: to) when this lack of minimum capital required, an appropriate organizational structure, administrative and accounting organisation or appropriate internal control procedures that ensure the sound and prudent management of the entity.

(b) when any of the members of its Board of Directors, director general or treated as such does not meet the suitability requirements.

(c) when any of the members of the Board of Directors, director general or assimilated from its parent, provided that this is a financial holding company or a mixed financial company's portfolio, in accordance with article 4.1, points 20 and 21, respectively of Regulation (EU) No. 575/2013, 26 June, does not meet the suitability requirements.

(d) when lack of adequate internal procedures of the laundering of capital and financing of terrorism.

(e) fails to comply with any of the other requirements regulations required for acquiring the status of credit institution.

2. also will be denied authorisation if, taking into account the need to ensure management healthy and prudent of the entity, are not considered suitable shareholders expected to bear a share of significant or, in the absence of shareholders with a significant participation, if not considered appropriate the suitability of any of the twenty largest shareholders.

3 the authorization of entities referred to in article 4.2. b) may be refused in any of the following cases: to) when, according to the financial situation of the credit institution or its management capacity, consider that the project can affect you negatively;

(b) when, views the location and characteristics of the project, not to ensure the effective supervision of the group, on the basis established by the Bank of Spain;

(c) where is the activity of the dominated entity not subject to effective control by a national supervisory authority.

Article 8. Revocation of the authorization.

1 can only remember to revocation of the authorisation granted to a credit institution, in accordance with the procedure which is foreseen by regulations, in the following cases: to) if in fact disrupts the specific activities of its corporate purpose for a period exceeding six months.

b) if the authorization was obtained through misrepresentation or other medium irregular.

c) If you breach the conditions which gave rise to the authorization, unless expected another consequence in the management regulations and discipline.

((d) if he ceases to comply with the prudential requirements provided for in the third, fourth and sixth parts of the Regulation (EU) No. 575/2013, 26 June, or imposed by virtue of articles 42 and 68.2. to) of this law, or compromise the ability to repay the funds that are entrusted to it by the depositors or does not offer guarantee to be able to meet its obligations with creditors.

(e) when impose you the sanction of revocation under the terms provided for in title IV.

(f) if the course laid down in article 23.

g) if the entity is excluded from the guarantee fund for deposits of credit institutions.

(h) when the order had issued judicial resolution of opening of the phase of liquidation in bankruptcy proceedings.

2. the authorization of a branch of a credit institution from a non-Member State of the European Union will be revoked if the authorisation of the credit institution itself would be revoked. In the case of branches of a credit institution from a Member State of the European Union, authorization shall be revoked when the entity authorization has been revoked by the competent authority of the Member State of origin.

3. in the case of branches of credit institutions authorised in another Member State of the European Union, revocation of the authorization shall be replaced by the prohibition to launch new operations in the Spanish territory. Before taking such decision, the Bank of Spain should consult the competent authority of that State.

When the Bank of Spain was aware that a credit institution of another Member State of the European Union which operates in Spain your authorization has been revoked him, immediately agree appropriate measures so that the entity do not initiate new activities, so as to safeguard the interests of depositors.

4. the Bank of Spain communicated the revocation of the authorisation granted to a credit institution or branch to the Ministry of economy and competitiveness.

5. in the case of revocation of the authorization of a Spanish credit institution, the Bank of Spain shall immediately transmit to the competent authorities of the Member State in which the entity has a branch or exercising the freedom to provide services.

6. the revocation of the authorization will be implied the dissolution of the entity and the opening of the liquidation period which will be developed in accordance with the rules and statutes that will govern that.


Still the revocation of the authorisation, in the cases of paragraph 1.h), bankruptcy administration will continue the activities of the credit institution which are necessary for its liquidation, on the terms previously authorized by the Bank of Spain.

7. the revocation of the authorization shall contain all relevant public records, and soon shall be notified to the credit institution, it will lead to the cessation of the activity for which it was authorized.

Article 9. It renounces the authorization.

The waiver of the authorization granted to be a credit institution shall be notified to the Bank of Spain, which would expressly accept it unless there are reasonable grounds to consider that the cessation of activity may cause serious risk to financial stability.

Article 10. Expiration of the authorization.

1 will result in revocation of the authorization to operate as a credit institution when within twelve months following the date of notification, not cancellation be given start to the specific activities of the social object of the entity for reasons attributable to the same.

2. the Bank of Spain will expressly declare the expiration in accordance with the procedure established by law.

Article 11. Opening of branches and free provision of services abroad by Spanish credit institutions.

1. when a credit institution intends to open a branch abroad you must request it previously to the Bank of Spain accompanying the application, documentation established by regulation.

The Bank of Spain shall communicate to the European Commission and the European banking authority the number and nature of cases where the earlier application is denied.

2. when a Spanish credit institution wishes to exercise for the first time on free provision of services regime, some type of activity abroad must inform previously the Bank of Spain. When services are provided in another Member State of the European Union, the Bank of Spain, within a maximum period of one month from the receipt of such communication, transfer such information to the Member State supervisory authority.

3. regulations shall specify the procedure of the applications provided for in this article.

Article 12. Opening of branches and free provision of services in Spain by another Member State of the European Union credit institutions.

1 credit institutions authorised in another Member State of the European Union may be in Spain, either through the opening of a branch office, in regime of free provision of services, activities benefiting from mutual recognition within the European Union contained in the annex to this law. Special authorization, the statutes, and the legal regime to which the entity is subject must enable it to exercise the activities seeking to carry out.

2. the entities referred to in the preceding paragraph shall, in the exercise of its activity in Spain, respect the provisions of management and discipline of the credit institutions which, in his case, applicable as well as any other dictated by reasons of general interest, whether State, regional or local level.

3. regulations shall be established the rules of procedure and requirements for registration of branch office in the corresponding register of the Bank of Spain, or to start in Spain of its activity by way of freedom to provide services.

4. any financial institution from another Member State of the European Union, whether a subsidiary of a credit institution or branch common of several credit institutions, may, through the establishment of a branch office, both through the provision of services, make the activities listed in the annex provided its statutes allow the exercise of such activities and fulfil the following conditions (: to) that the entity or parent entities are authorised as credit institutions in the Member State of the European Union to whose legal system is subject to the financial institution.

(b) that the activities concerned are effectively exercised in the territory of the Member State of origin.

(c) that the entity or parent entities have at least 90% of the voting rights linked to the possession of the units or shares of the financial institution.

(d) the entity or parent entities have shown, in the opinion of the supervisory authority competent in the Member State of origin, which made a sound and prudent management of the financial institution and has been declared, with the consent of the competent authorities of the Member State of origin, jointly and severally guarantors of the commitments made by the financial institution.

(e) that the financial institution is included in an effective way, especially for the activities concerned in the said annex, in the consolidated supervision that is under its parent company or each of its entities matrices, in accordance with article 57 and with the first part, title II, Chapter 2, of Regulation (EU) No. 575/2013, 26 June , in particular for the purposes of the requirements of own funds laid down in article 92 of the regulation for control of major exhibitions planned in its fourth of that regulation and for the purposes of the limitation of holdings provided for in the articles 89 and 90 of the same regulation.

If the competent authorities of the Member State of origin shall inform the Bank of Spain that the financial institution is no longer fulfill any of the requirements provided for in this paragraph, activities carried out by that institution shall be subject to the rules of management and Spanish discipline.

The provisions laid down in this section shall also apply to subsidiaries of financial institutions provided for therein.

Article 13. Opening of branches and free provision of services in Spain by a non-Member State of the European Union credit institutions.

1. the establishment in Spain of branches of credit institutions authorized in States that are not members of the European Union require authorization of the Bank of Spain, in the form determined by law. The lack of resolution by the deadline will result in refusal of the application.

The Bank of Spain will notify the European Commission, the European banking authority and the European Banking Committee of all authorisations for branches granted to credit institutions which have their head office in a non-Member State of the European Union.

2. the free provision of services without branch opened in Spain by a non-Member State of the European Union credit institutions shall be subject to prior authorisation of the Bank of Spain in the form determined by law.

Article 14. Credit agents.

Regulations may set requirements that must meet those who act on a regular basis as agents in Spain of credit institutions and the conditions to which are subject in the exercise of their activity.

Article 15. Records of the Bank of Spain.

1. in order to exercise their activities, credit institutions must be registered in the register of the Bank of Spain credit institutions. The registration shall be, obtained once the required authorization and after its Constitution and registration in the public registry that corresponds according to their nature.

2 likewise, shall be entered in the register of credit institutions, identified uniquely: to) branches of credit institutions authorised in another Member State of the European Union that exercises its activity in Spain.

(b) branches of foreign credit institutions not authorised in a Member State of the European Union.

(c) the free provision of services by credit institutions authorised in another Member State of the European Union and the third countries that have been communicated in accordance with article 13 activities of free provision of services 3. Entries in the register of credit institutions relate to which paragraphs a) and b) above, as well as the low in it, will be published in the «Official Gazette», they shall inform the European banking authority and will be available on the website of the Bank of Spain.

4 in addition, the Bank of Spain will be responsible for the registration and management of: to) the dominant companies of credit institutions register Spanish when such entities are financial portfolio or financial ventures of portfolio, in accordance with article 4.1, points 20 and 21, respectively, of Regulation (EU) No. 575/2013, 26 June.

(b) the register of agents of credit institutions).

Chapter III participations significant article 16. Meaningful participation.

1 means meaningful participation in a Spanish credit institution that reach, directly or indirectly, at least 10 per cent of the capital or of the voting rights of the entity.

You will also need consideration of significant participation that without reaching the designated percentage, allowed to exercise a significant influence over the entity.

Regulations shall be determined, taking into account the characteristics of the different types of credit institution, when it must presume that a natural or legal person may exercise such influence remarkable, considering these effects, among others, the right to appoint or dismiss any member of its Board of Directors.


2. the provisions of this chapter for credit means without prejudice to the application of the rules on public offerings acquisition and information about major holdings contained in law 24/1988, of July 28, of securities markets.

Article 17. Duty of notification of the acquisition or increase of significant shareholdings.

1. any natural or legal person which, alone or acting in concert with others - referred to as the potential acquirer – has decided well acquire, directly or indirectly, a significant stake in a Spanish credit institution, well increase, directly or indirectly, participation in it so, or the percentage of voting rights or capital possessed of is equal to or greater than 20 30 or 50 per cent, or, pursuant to the acquisition could get to control the lender - thereafter, the acquisition proposal - notify previously the Bank of Spain, indicating the amount of the planned participation and including the information to be determined by regulation. Such information must be relevant for the evaluation, and proportional and appropriate to the nature of the potential acquirer and the proposed acquisition.

Means that there is a relationship of control for the purposes of this chapter provided that gives any of the cases referred to in article 42 of the code of Commerce.

2. when the Bank of Spain received several proposals for acquisition or increase of significant shareholdings in the same credit institution it will try all potential purchasers of a non-discriminatory manner.

3. any natural or legal person who alone or acting in concert with others, has acquired, directly or indirectly, a participation in a credit institution Spanish so that the percentage of voting rights or capital possessed of is equal to or greater than 5 percent, it shall immediately and in writing to the Bank of Spain and the corresponding credit institution indicating the amount of participation achieved.

4. for the purposes of the provisions of this article will not be taken into account the voting rights or capital resulting from the assurance of a broadcast or a placement of financial instruments or the placement of financial instruments based on a firm commitment, provided that such rights are exercised not to intervene in the management of the issuer and transferred within the period of one year since its acquisition.

Article 18. Assessment of the proposed acquisition.

1. in examining the notification refers to which paragraph 1 of the preceding article, the Bank of Spain, following a report from the Service Executive of the Commission for prevention of money laundering and monetary offences in the scope of their powers, in order to ensure sound and prudent management of the credit institution in which the acquisition is proposed , and in response to the possible influence of the acquirer potential on it, will assess the suitability of and the financial soundness of the proposed acquisition.

2 according to the rules, criteria and procedures that will govern this evaluation and the term for this purpose shall be determined.

Article 19. Cooperation between supervisory authorities.

1 the Bank of Spain to make the review refers to which the previous article, you should consult the authorities responsible for the supervision in other States members of the European Union, when the potential acquirer is: to) a credit institution, an insurance or reinsurance company, a company of services of a management company of institutions for collective investment or pension funds or investment authorised in another Member State of the European Union;

(b) the parent of a credit institution, a company of insurance or reinsurance, a services company investment or a management company of collective investment or pension funds institutions, authorised in another Member State of the European Union;

(c) a natural or legal person who exercises the control of a credit institution, a company of insurance or reinsurance, a services company investment or a management company of collective investment or pension funds institutions, authorised in another Member State of the European Union.

2. the Bank of Spain, to carry out the assessment referred to in the preceding paragraph, shall be consulted, in the scope of their powers, the National Commission of the stock market and the General Directorate of insurance and pension funds.

3. the Bank of Spain will assist each other queries that may send the authorities responsible for the supervision of potential acquirers of other Member States of the European Union and, where appropriate, the National Commission of the stock market or the General Directorate of insurance and pension funds. In addition, it shall be provided with ex officio and without unjustified delay, the information that is essential for the evaluation, as well as any other information requested, provided that it is timely for the evaluation.

4. the consultation provided for in the preceding paragraphs shall comprise, in particular, the evaluation of the appropriateness of acquiring potential and the reputation and experience of the members of the Board of Directors and Directors General and assimilated that, where appropriate, to name the entity that intends to acquire; and, in particular, the evaluation of members who occupy any of the charges listed in another company in the same group. The above query will reiterate for the purposes of assessing the compliance of such charges by Spanish credit institutions.

5. decisions taken by the Bank of Spain in connection with the proposed acquisition must mention the possible observations or reservations expressed by the competent authority responsible for the purchaser.

Article 20. Effects of the breach of obligations.

The acquisition of significant shareholdings without prior notification to the Bank of Spain and those made without period having elapsed for evaluation or express opposition by the Bank of Spain, will produce the following effects: to) is may not exercise political rights pertaining to shares acquired irregularly. If, however, they came to be exercised, the votes cast in violation of the foregoing will be null and the agreements adopted will be contested in courts whenever irregularly acquired shares for votes would have been decisive for adoption, as provided for in chapter IX of the text revised of the law societies of Capital, approved by Royal Legislative Decree 1/2010 2 July, being entitled to effect the Bank of Spain.

(b) if necessary, be agreed the intervention of the entity or the replacement of its administrators, as provided for in title III.

c) imposed the sanctions provided for in title IV.

Article 21. Reduction of significant shareholdings.

Any physical or legal person who has decided to have, directly or indirectly, meaningful participation in a credit institution, it will be notified prior to the Bank of Spain, indicating the amount of your planned participation. Also, you must notify the Bank of Spain has decided to reduce its significant participation in such a way that the percentage of voting rights or of owned capital is less than 20, 30 or 50 per cent or which may well entail the loss of control of the credit institution.

Failure to fulfil this obligation may be punished as provided for in title IV.

Article 22. Duties of information and communication of credit institutions.

1. credit institutions must notify the Bank of Spain, as soon as they have knowledge of this, acquisitions or transfers of holdings in its capital that transcend any of the levels outlined in articles 16, 17 and 21.

2. in addition, credit institutions shall inform the Bank of Spain, in the form and with the frequency established by law, on the composition of its shareholders or alterations occurring in the same. Such information shall include, necessarily, that relating to the participation of other financial institutions in its capital, which was the amount.

Article 23. Measures to ensure the sound and prudent management of the entity.

When there are grounds to accredited to consider it the influence exercised by the persons having a meaningful participation in a credit institution may be detrimental to the sound and prudent management of the same, badly damaging its financial situation, and founded the Bank of Spain may take any or some of the following measures: a) referred to in letters a) and b) of article 20 , while the suspension of the voting rights may not exceed three years.

(b) in exceptional cases, the revocation of the authorization.

In addition, is may impose the penalties which may be applicable as provided in title IV.

Chapter IV fitness, incompatibilities and registration of officials article 24. Fitness requirements.

1. credit institutions, must have a Board of Directors made up of people who meet the suitability requirements for the exercise of his office. In particular, they must possess a recognized honorability commercial and professional, have appropriate knowledge and experience to carry out their functions and be able to exercise good governance of the entity.


The overall composition of the Board of Directors as a whole must gather knowledge, skills and experience in the governance of credit institutions to adequately understand the activities of the entity, including their major risks and ensure the effective capacity of the Board to make decisions independently and autonomous for the benefit of the entity. In any case, you must ensure that procedures for the selection of its members favor the diversity of experiences and knowledge, facilitate the selection of Councillors and, in general, does not suffer of implicit biases that may involve any discrimination.

2. the requirements of good repute, previous knowledge and experience must also attend Directors General or similar, as well as those responsible for internal control functions and other key positions for the daily development of the financial activity of the credit institution. These requirements are also required to individuals who represent on the Board members that are legal entities. They will also be applicable to persons who effectively determine the orientation of the branches of credit institutions not authorised in a Member State of the European Union.

3 a the effects of the provisions of the preceding paragraphs: to) concurs repute in those who have been showing personal, commercial, and professional conduct that do not throw any doubts about his ability to play a sound and prudent management of the entity. To evaluate the concurrence of honesty you should consider all available information, in accordance with the parameters to be determined by regulation.

(b) have appropriate knowledge and experience to carry out their functions in credit institutions who have training level and profile adequate, particularly in the areas of banking and financial services, and practical experience derived from their previous occupations for periods of time.

(c) to assess the ability of the members of the Board of directors exercise good governance of the entity shall take into account the existence of potential conflicts of interest and the ability to devote sufficient time to carry out the corresponding functions.

Article 25. Supervision of the suitability requirements.

1. credit institutions and branches of credit institutions not authorised in a Member State of the European Union must be, in conditions commensurate with the nature, scale and complexity of its activities, with units and internal procedures to carry out the selection and continuous assessment of the charges subject to the regime of fitness in accordance with the provisions of the preceding article.

Also, credit institutions should identify key positions for the daily development of its financial activity and responsible for the functions of internal control, provision of the Bank of Spain keeping an up-to-date list of the people who play them, the assessment of suitability by the entity and the documentation that accredits the same.

2. the assessment of the requirements of suitability will be held both by the credit institution itself or, where appropriate, by its promoters, or the acquirer of meaningful participation, if it is the case, as well as, when appropriate, by the Bank of Spain.

3. credit institutions shall ensure at all times the fitness requirements provided for in this chapter. For this purpose, the Bank of Spain will require the temporary suspension or cessation in the charges provided for in the preceding article or rectify identified deficiencies in case of lack of good repute, appropriate knowledge or experience or capacity to exercise good governance.

If the entity is not applicable to the implementation of such requirements within the time specified by the Bank of Spain, this will remember the temporary suspension or the termination of the corresponding charge, in accordance with the procedure laid down in chapter V of title III. All of this notwithstanding, the imposition of sanctions in accordance with title IV.

Article 26. Regime of incompatibilities and limitations.

1. the Bank of Spain will determine the maximum number of charges that a member of the Board of directors or a director general or assimilated can be occupied at the same time taking into account the particular circumstances of the entity of credit and the nature, size and complexity of their activities.

Except the administrators appointed to an extent of substitution of Trustees provided for in chapter V of title III, the members of the Board of Directors and Directors General and related credit institutions greater, more complex or more unique nature based on the above criteria not may occupy at the same time more charges than those provided for in one of the following combinations (: a) an Executive along with two non-executive positions.

(b) four non-executive positions.

Means executive positions those who perform functions of address anyone who is the legal link that qualification these functions.

2 a. effects of the provisions of the preceding paragraph, are counted as a single charge: to) the Executive or non-executive positions occupied within the same group.

(b) the Executive or non-executive positions occupied within: 1 entities forming part of the same institutional system of protection, subject to the conditions laid down in article 113.7 of Regulation (EU) No. 575/2013, 26 June, or 2nd business entities in which the entity has a significant stake.

3. for the determination of the maximum number of charges not be computed the charges held in organizations or non-profit organizations or which do not pursue commercial purposes.

4. the Bank of Spain may authorise the members of the Board of Directors and Directors General or assimilated referred to in paragraph 1 to a non-executive position if it is considered that this does not prevent the correct performance of their activities in the credit institution. Such authorization shall be communicated to the European banking authority.

5. persons who occupy the positions referred to in the preceding paragraphs may not obtain credits, guarantees, or warranties of the lender in which direction or administration involved, over the limit and on the terms to be determined by regulation, unless express authorization from the Bank of Spain.

Article 27. Senior registration.

1. without prejudice to their registration in the commercial register, the exercise of the functions of Member of the Board of directors or director general or assimilated an entity credit or branches of foreign credit institutions will require your prior registration of senior members of the Bank of Spain.

2. with prior to the registration of officials, the Bank of Spain will verify compliance by stakeholders of the requirements laid down in this law.

3. in addition, the Bank of Spain will be responsible for the registration and management of the register of Directors and Directors General or similar dominant institutions of credit institutions, when such entities are financial portfolio or financial ventures of portfolio, in accordance with article 4.1, points 20 and 21, respectively, of Regulation (EU) No. 575/2013 , 26 June.

Chapter V corporate governance and politics from remuneration article 28. Standards of corporate governance.

Credit institutions shall exercise its activity with respect to corporate governance standards established in this law and others that are applicable to them.

Article 29. System of corporate governance.

1 consolidated groups of credit institutions and the entities will provide solid procedures of corporate governance, which will include: a) clear an organisational structure with well defined, transparent and consistent liability lines;

(b) effective procedures for the identification, management, control and communication of risks that are exposed or may be it;

(c) adequate internal control mechanisms, including administrative procedures and correct accounting;

(d) policies and practices of remuneration that are consistent with the adequate and effective risk management and to promote it.

Systems, procedures and mechanisms referred to in this paragraph shall be comprehensive and proportionate to the nature, scale and complexity of the risks inherent in the business model and the activities of the entity. In addition, they shall comply with the technical criteria concerning the organisation and treatment of risks to be determined according to the rules.

2. the Board of Directors of credit institutions must define a system of corporate governance to ensure sound and prudent management of the institution, and to include the proper allocation of functions in the Organization and the prevention of conflicts of interest. The governing body will monitor the implementation of the aforementioned system and answer it. For this you must control and periodically evaluate its effectiveness and take appropriate measures to solve its shortcomings.

3 shall be delegated functions of the Board of Directors: to) monitoring, control, and periodic evaluation of the effectiveness of the system of corporate governance as well as the adoption of appropriate measures to overcome, in their case, their failure.


(b) assume responsibility for the Administration and management of the institution, approval and monitoring of the implementation of its strategic goals, its strategy of risk and its internal government.

(c) ensure the integrity of the systems of accounting and financial information, including financial and operational control and compliance with the applicable legislation.

(d) monitor the process of dissemination of information and communications relating to the credit institution.

(e) ensuring effective supervision of senior management.

4. the President of the Board of Directors may not simultaneously exercise the position of Managing Director, except that the entity justifies it and permitted the Bank of Spain.

5. the credit institutions will have a web page where will be broadcast to the public information referred to in this chapter and shall communicate the mode in which meet the obligations of corporate governance, according to that which is available according to the rules.

6. also, as part of the Government and organizational procedures, entities credit and consolidated groups of credit institutions that provide investment services shall respect the collected requirements of internal organization in the article 70 ter.2 of law 24/1988, of 28 July, the stock market with the specifications that, if implementing regulations shall determine.

The adoption of such measures is understood without prejudice to the need to define and implement other policies and procedures of the organization which, in specific relation to the provision of investment services, you are payable to these entities on the application of the specific regulations for the stock market.

Article 30. Comprehensive plan of viability.

As part of government procedures and organizational structure refers to which paragraph 1 of the preceding article, credit institutions and consolidated groups of credit institutions shall draw up and keep updated a General viability Plan, which envisages the measures that will be taken to restore the viability and the financial institutions solidity should they suffer any significant deterioration. The Plan will be submitted for approval of the Bank of Spain, which may require the modification of its contents and, if deemed insufficient, impose measures provided for in article 24 of the law 9/2012, of 14 November, restructuring and resolution of credit institutions. By regulation, specify content that will include the General Plan's viability.

Article 31. Nominations Committee.

1. credit institutions shall constitute an appointments Committee, composed of members of the Board of Directors that do not perform executive functions in the entity. At least one third of these members, and in any case the Chairman, must be independent directors.

The Bank of Spain may determine that some entities, because of their size, their internal organization, nature, scope or low complexity of their activities may constitute Nominations Committee jointly with the remuneration Committee.

2 savings banks shall establish in any case a Committee of remuneration and appointments in accordance with the provisions of its own legislation, which shall exercise the powers and functions conferred on the remuneration and appointments provided for in this chapter committees.

3. the Nominations Committee established a goal of representation for the sex under-represented in the Board of Directors and shall draw up guidance on how to achieve this objective.

Article 32. Remuneration policy.

1. credit institutions, to set and implement the policy of overall compensation, including salaries and discretionary pension benefits, of the categories of staff whose professional activities have an impact significantly on the risk profile of the entity, its group, affiliates or parent company, shall comply with the principles set out in article 33 in a way and to an extent commensurate with its size their internal organisation and the nature, reach and complexity of their activities. In particular, these principles shall apply to senior managers, employees who take risks, that exert control functions, and any worker who receives a global compensation that includes it in the same scale of pay senior executives and employees who take risks, whose professional activities have an impact on your risk profile significantly.

2. credit institutions shall submit to the Bank of Spain much information required them to check the fulfilment of this obligation and, in particular, a list indicating categories of staff whose professional activities have an impact on your risk profile significantly. This list would be submitted annually and, in any case, when significant changes have occurred. The Bank of Spain will determine the form of presentation of the list.

3. without prejudice to the obligations contained in article 450 of the Regulation (EU) No. 575/2013, 26 June, credit institutions will make public the total remuneration accrued in each fiscal year of each of the members of its Board of Directors.

4. the provisions of this article, as well as the provisions of articles 33, 34, 35 and 36, will apply to institutions, group, parent and subsidiary company-wide, including those in offshore financial centers.

Article 33. General principles of the remuneration policy.

1 the policy of remuneration of the categories of personnel referred to in article 32.1 is determined in accordance with the following general principles: to) it will promote and will be compatible with an adequate and effective risk management, and will not offer incentives to take risks that exceed the level tolerated by the entity.

b) shall be consistent with the business strategy, objectives, values and interests in the long term of the entity and shall include measures to prevent conflicts of interest.

(c) staff who exercise functions of control within the credit institution shall be independent of the business units that will oversee, will have the necessary authority to carry out its mission and will be paid according to the attainment of the objectives related to their functions, regardless of the results of the business areas that control.

(d) remuneration of senior executives responsible for the management of risks and compliance features will be supervised directly by the remuneration Committee.

(e) distinguish clearly among the criteria for the establishment of: 1 the fixed remuneration, which should reflect mainly the relevant professional experience and responsibility in the Organization as stipulated in the description of functions as part of the conditions of work, and 2 variable pay, which should reflect sustainable and adapted to the risk, performance as well as a performance superior to that required to meet as set forth in the description of functions as part of the working conditions.

2. the Board of Directors of the entity will adopt and will periodically review the General principles of the remuneration policy and will be responsible for monitoring its implementation.

In addition, the remuneration policy shall, at least once a year, of a central and independent internal evaluation in order to check compliance with the guidelines and the compensation procedures adopted by the Board of Directors in its supervisory role.

3. the policy of remuneration of the members of the Board of Directors of credit institutions shall be submitted to the approval of the Board of shareholders, general Assembly or equivalent body, in the same terms established for companies listed on the commercial law.

Article 34. Variable elements of remuneration.

1 setting the variable components of remuneration of the categories of personnel referred to in article 32.1 must comply with the following principles: to) when the remuneration is linked to the results, the total amount will be based on an assessment which combine the results of the individual, valued according to both financial and non-financial criteria the affected business unit, and the overall results of the credit institution.

(b) the evaluation of the results will be included in a multiannual framework to ensure the evaluation process is based on long-term results, and the effective payment of the remuneration components based on results is staggered over a period that takes into account the underlying economic cycle of the credit institution and its business risk.

(c) the total of the variable remuneration shall not limit the ability of the entity to reinforce the strength of their capital base.

(d) guaranteed variable compensation is not compatible with a sound risk management nor with the principle of rewarding performance, and will not be part of possible compensation schemes.

(e) guaranteed variable compensation will be exceptional in nature, will only be performed when recruit new staff and the institution possesses a sound and solid capital base and shall be limited to the first year of employment.


(f) in total compensation, fixed components and variable components will be properly balanced. The fixed component shall constitute a sufficiently high proportion of the total remuneration, so that a fully flexible policy can be applied in what refers to variable components of remuneration, to the extent possible not to pay these components.

(g) entities shall establish the ratios appropriate between the fixed components and the variables of total compensation, by applying the following principles: 1 the variable component shall not exceed 100% of the fixed component of the total remuneration of each individual.

2 However, the General meeting of shareholders of the entity may be approved by a higher than anticipated in the previous level, provided that it is not more than the two hundred per cent of the fixed component. The approval of the highest level of variable pay will be made in accordance with the following procedure: i) the General meeting of shareholders of the company will make its decision on the basis of a detailed recommendation from the Board of directors or equivalent body expose the motives and the scope of the decision, including the number of people affected and their charges as well as the effect of planned maintenance by the institution of a solid base of capital.

II) the General meeting of shareholders of the company shall take its decision by a majority of at least two thirds, provided that are present or represented at the vote at least half of the shares or equivalent rights voting. The last quorum is not possible, the agreement will be adopted by a majority of at least three-quarters of the share capital present or represented with voting rights.

(iii) the Board of directors or equivalent body shall inform all shareholders in advance the matter to be submitted for approval.

(iv) the Board of directors or equivalent body shall immediately inform the Bank of Spain the recommendation to the General meeting of shareholders, including the highest level of the variable component of the remuneration proposed and justified, and be credited to that level does not affect the obligations of the entity provided for in the rules of solvency, and taking into account in particular the obligations of the institution's own resources.

(v) the Board of directors or equivalent body shall immediately inform the Bank of Spain decision taken in this regard by the General meeting of shareholders, including the maximum percentage higher variable component of the remuneration approved. The Bank of Spain will use the information received to compare the practices of institutions in this area, and provide this information to the European banking authority.

VI) where appropriate, staff directly affected by the application of maximum levels of variable remuneration not may exercise, either directly or indirectly, of voting rights that may have as a shareholder of the company and its actions will be deducted from the share capital for the computation of the majority of votes that is needed in the agreements relating to the application of maximum levels higher variable compensation in each case.

Statements made in this letter to shareholders shall also apply to the members of the General Assemblies of the boxes of savings and credit unions.

3rd the Bank of Spain may authorise institutions to apply a discount rate theoretical, in accordance with the guidance published by the European banking authority, to 25 per cent of the total variable remuneration, provided that it is paid through instruments deferred for a period of five years or more. The Bank of Spain may establish a maximum percentage less.

(h) payments for early termination of a contract shall be based on the results obtained in the course of the time and not reward bad performance or wrongdoing. The Bank of Spain may define the assumptions that may lead to a reduction of the amount of the aforementioned payments for early termination.

(i) remuneration packages relating to compensation or payments by abandonment of previous employment contracts shall be adapted to the long-term interests of the entity, which will include provisions in respect of postponement, performance, retention, recoveries.

j) to evaluate the results with a view to calculate variable components of remuneration, shall be a fit for all types of current and future risks, and will take into account the cost of capital and liquidity needed.

(k) the allocation of variable components of remuneration in the State shall also take into account all types of current and future risks.

(l) some substantial, and in any case at least 50 per cent of any element of variable remuneration, already is deferred or not deferred, fixed reaching an appropriate balance between: 1 actions or equivalent titles, depending on the legal form of the entity concerned, or instruments linked to shares or other equivalent non-monetary instruments , in the case of a credit institution which does not quote an official organized market, 2nd whenever possible, other instruments that can determine the Bank of Spain, in the sense of article 52 or article 63 of Regulation (EU) No. 575/2013, June 26, or other instruments which can be converted in its entirety in tier 1 ordinary capital instruments , or able to absorb losses, which reflect adequately in each case the credit rating of the lender how much company in operation and are adequate for the purpose of variable pay.

The instruments referred to in this section shall be subject to a designed appropriate retention policy so that incentives are consistent with the interests in the long term of the credit institution. The Bank of Spain may impose restrictions on the design or the types of these instruments and even ban some of them.

In this letter shall apply both to the part of the variable component of compensation deferred in accordance with the letter m) as a part of the variable component of not deferred compensation.

(m) some substantial, and in any case at least 40 percent of the variable pay element will differ for a period of not less to between three and five years and will properly adapt to the nature of the business, its risks and the activities of the relevant staff member.

You will not receive remuneration payable under the provisions of deferral faster that proportionately. In the case of an element of variable remuneration of an especially high amount, 60 percent will differ least. The duration of the deferment period shall be determined taking into account the economic cycle, the nature of the business, its risks and the activities of the Member of staff concerned.

(n) variable remuneration, including deferred, must be paid or be strengthened only if it is sustainable according to the financial situation of the Organization as a whole, and if it is justified on the basis of the results of the entity, the unit of business and the person concerned.

Without prejudice to the application of the General principles of law in contract and labor, total variable compensation will be reduced considerably when the entity obtains financial results little bright or negative, taking into account both the current remuneration and reductions in payments of amounts previously accrued, where applicable, through reduction of the remuneration or compensation recovery clauses already fulfilled.

Up to 100 per cent of the total variable remuneration shall be subject to clauses of reduction of compensation or recovery of salaries already satisfied. Entities shall establish specific criteria for the application of the clauses of reduction of compensation or recovery of salaries already satisfied. These criteria will include, in particular, situations in which the employee has participated or is responsible for behavior that they had generated significant losses for the entity and which fails to comply with the appropriate requirements of suitability and correctness.

(n) the pension policy is compatible with the business strategy, objectives, values and interests in the long term of the entity.

If the employee leaves the institution before his retirement, the entity shall retain in his possession discretionary pension benefits for a period of five years in the form of instruments such as those mentioned in the letter l). If an employee reaches the age of retirement, pay you discretionary pension benefits in the form of instruments such as those mentioned in the letter l), subject to a retention period of five years.

or) personal strategies of coverage or insurance related to compensation and responsibility that undermine the effects of alignment with the healthy management of risks which encourage their remuneration systems may not be used.

(p) variable remuneration is not paid by instruments or methods that facilitate the breach of rules of management and discipline.

2. regulations may develop the principles set forth in this article.

Article 35. Credit institutions which receive public financial support.

In the case of credit institutions which receive public financial support, the following principles shall apply, in addition to those laid down in article 33:


(a) the variable pay is strictly limited to a percentage of net revenues when it is inconsistent with maintenance of a sound capital base and the timely waiver of public support.

(b) be required to entities that they restructure wages so that they are consistent with a proper risk management and long-term growth, even, if necessary, by setting limits on the compensation of the members of the Board of Directors and the directors of the entity.

(c) the members of the Board of Directors of credit institutions will not receive variable remuneration, unless warranted.

Article 36. Remuneration Committee.

1. credit institutions shall constitute a remuneration committee composed of members of the Board of Directors that do not perform executive functions in the entity. At least one third of these members, and in any case the Chairman, must be independent directors.

2. the Bank of Spain may determine that some organizations, because of their size, their internal organization, nature, scope or low complexity of their activities, may constitute remuneration committee jointly with the Committee on appointments.

Article 37. Responsibility for risk management.

1. the Board of Directors is responsible for the risks that assumes a credit institution. For these purposes, credit institutions shall establish effective channels of information to the Board of Directors on the policies of risk management of the entity and all the significant risks that it faces.

2 in the exercise of its responsibility for risk management, the Board of Directors shall: a) devote sufficient time to the consideration of issues related to the risks. In particular, it will actively participate in the management of all substantial risks referred to in the rules of solvency, ensure that allocated adequate resources for risk management, and will intervene, in particular, in the valuation of the assets, the use of external credit ratings and internal models relating to these risks.

(b) approve and periodically review the strategies and policies of assumption, management, monitoring and reduction of the risks to which the entity is or may be exposed, including those who present the macroeconomic situation in which operates in relation to the phase of the economic cycle.

Article 38. Risk management and risk Committee function.

1. credit institutions must have a unit or organ that assumes the function of risk management that are proportional to the nature, scale and complexity of its activities, independent of the operational functions, having authority, capacity and resources, as well as timely access to the Board of Directors.

2. the Bank of Spain will determine the entities which, by its size, its internal and organization by the nature, scale and complexity of its activities, should establish a risk Committee. This Committee shall consist of members of the Board of Directors that do not perform executive functions and who possess the appropriate knowledge, skills and experience to fully understand and control risk strategy and the propensity to risk of the entity. At least one third of these members, and in any case the Chairman, must be independent directors.

3. institutions which do not have to establish a risk Committee, according to the Bank of Spain will form joint audit committees which will assume the functions of the risk Committee.

Title II chapter I General provisions article 39 credit solvency. With rules of solvency.

Expected is with rules of solvency of credit institutions in the Regulation (EU) No. 575/2013, 26 June, this law and its development provisions.

Article 40. Subjective scope of the solvency rules.

1 the solvency rules shall apply: a) to credit institutions.

(b) to groups and subgroups consolidated credit institutions, which comprise financial, including asset management companies and entities, defined in paragraph 26 of article 4.1 of the Regulation (EU) No. 575/2013, 26 June, they integrated.

(c) a financial holding and financial companies mixed holding companies.

2. for the purposes of the provisions of the preceding paragraph, shall be considered corporate asset management the management companies of collective investment institutions, the management companies of venture capital and the companies and self-managed funds.

Also, the management companies of mortgage securitization and asset securitization funds funds shall be included within the concept of financial institution.

Chapter II internal Capital and liquidity article 41. Self-assessment of the capital.

Consolidated groups of credit institutions, as well as credit institutions not integrated in one of these consolidated groups, will benefit specifically of strategies and procedures solid, effective and comprehensive in order to assess and maintain on an ongoing basis the amounts, types and distribution of internal capital considered adequate to cover the nature and the level of risks to which are or may be exposed. Such strategies and procedures will be periodically subject to internal review to ensure that they continue to be comprehensive and proportionate to the nature, scale and complexity of the activities of the credit institution concerned.

Article 42. Liquidity.

Con_el_fin_de to determine the appropriate level of the requirements of liquidity of credit institutions, the Bank of Spain will evaluate: to) the specific business model of the entity.

(b) the systems, procedures and mechanisms of corporate governance of the entities referred to in article 29.

(c) the results of the monitoring and the evaluation carried out in accordance with article 52.

(d) any liquidity risk of systemic character that compromise the integrity of the financial markets.

Chapter III article 43 capital cushions. Combined requirement of capital cushions.

1 credit institutions must meet at all times the combined requirement of capital cushions, understood as the total of the tier 1 ordinary necessary capital to comply with the obligation to dispose of a mattress of conservation of capital, and, where appropriate: to) a mattress of each institution's specific counter-cyclical capital.

(b) a mattress for global systemically important institutions.

(c) a mattress for systemically important institutions.

(d) a mattress against systemic risks.

This obligation will be fulfilled without prejudice to the requirements of own resources laid down in article 92 of the Regulation (EU) No. 575/2013, 26 June, and those others which, if any, may be required by the Bank of Spain, pursuant to article 68.2. to).

2. the ordinary tier 1 capital required to meet each of the different mattresses laid down under articles 44 to 47 will be different and, therefore, additional to that required to meet the remaining mattresses and other requirements of resources required in accordance with the rules of solvency, except as provided by the Bank of Spain in relation to the mattresses for systemically important institutions whether EISM or OEIS, and mattress against systemic risks.

3. the compliance with the requirements of capital cushions must be carried out on an individual basis, consolidated or subconsolidated, according to what is established by law, and pursuant to the first part, title II, of Regulation (EU) No. 575/2013, 26 June.

4. when an entity or group fails to fulfill the obligation provided for in paragraph 1, it shall be subject to the restrictions of distributions that are established in article 48 and must submit a plan for the conservation of capital in accordance with article 49.

The provisions of the preceding paragraph is understood without prejudice to the application, where appropriate, the provisions of title IV penalties and measures that it had been unable to adopt the Bank of Spain in accordance with article 68.

Article 44. Conservation of capital cushion.

Credit institutions must maintain a cushion of conservation of capital consisting of capital of level 1 regular equal to 2.5 percent of the total amount of their exposure to risk, calculated in accordance with article 92.3 of Regulation (EU) No. 575/2013, June 26, and, where appropriate, in accordance with the caveats that could establish the Bank of Spain.

Article 45. Specific counter-cyclical capital cushion.

1. credit institutions shall maintain a cushion of counter-cyclical capital calculated specifically for each entity or group. This mattress will be equivalent to the total amount of exposure calculated in accordance with article 92.3 of Regulation (EU) No. 575/2013, 26 June, with details, where appropriate, to establish the Bank of Spain, multiplied by a percentage of specific capital cushion.

2. the percentage of specific counter-cyclical capital cushion will be the weighted average of the percentages of counter-cyclical mattresses which are applicable in the territories in which relevant credit exposures of the entity are located.

3 shall be determined by law: to) the procedure for calculation of the percentage of specific counter-cyclical capital cushion.


(b) the procedure for the establishment by the Bank of Spain of the percentages of counter-cyclical mattresses by exhibitions in Spain and its periodicity.

(c) the mechanism of recognition of percentages of counter-cyclical mattresses laid down by the competent authority of a Member State of the European Union.

(d) the mechanism of recognition of percentages of counter-cyclical mattresses laid down by the competent authority of a third country or decision with respect to these percentages.

(e) the mechanism of communication.

Article 46. Mattress capital for systemically important institutions.

1 the Bank of Spain will identify credit institutions authorized in Spain which are: to) bodies of global systemic importance (EISM), on a consolidated basis.

(b) other entities of systemically important (OEIS), on individual basis, firms or consolidated.

2 is determined by regulation the method of identification of the EISM, which, in any case, will be based on the following circumstances: to) the size of the group.

(b) the interconnection of the group with the financial system.

(c) the possibility of replacing services or financial infrastructure provided by the group.

(d) the complexity of the group.

(e)) the Group's cross-border activity, including cross-border activities between Member States of the European Union and between a Member State and a third country.

A classification method of credit institutions identified as EISM into several subcategories according to their systemic importance will also be regulations.

3. regulations will determine the method of identification of the OEIS. For the evaluation of its systemic importance at least one of the following criteria should be taken into account: to) size.

(b) importance to the Spanish economy and the European Union.

(c) importance of cross-border activities.

(d) the interconnection of the entity or group with the financial system.

4. each EISM remain, on a consolidated basis, a mattress for EISM corresponding subcategory in which the entity, which, in any case, may not be lower than 1 percent or higher to 3.5 percent is classified.

5. the Bank of Spain may impose on each of the OEIS, based on consolidated, firms or individual, as the case may be, the obligation to have a cushion of up to 2 percent of the total amount of exposure to the risk, according to the criteria for the identification of the OEIS, and according to the procedure as according to the rules is determined.

6. the Bank of Spain will notify the European Commission, the European systemic risk Board and the European banking authority EISM and OEIS and corresponding subcategories in which the first have been classified, and will make public their names. Also, the Bank of Spain will make public the subcategory in which each EISM is classified.

7. by law the regime of joint application of the EISM and OEIS mattresses, as well as these will be developed with mattress against systemic risks foreseen in article 47.

Article 47. Mattress against systemic risks.

1. the Bank of Spain may require the Constitution of a mattress against systemic risks of tier 1 capital ordinary in order to prevent or avoid the acyclic macroprudential or systemic risks in the long term that are not covered by the Regulation (EU) No. 575/2013, 26 June. These risks shall be understood as those who could afford a disruption in the financial system with serious negative consequences in that system and the real economy.

2. the mattress against systemic risks may apply to some or all of the exhibitions located in Spain or in the Member State that set the mattress, to exhibitions in third countries and to exhibitions located in other Member States of the European Union, with the limits to be determined by regulation.

3. the mattress against systemic risks will require all credit institutions integrated not in a consolidatable group of credit institutions, or to one or more sub-sectors of these entities. Different requirements for different subsectors can set.

4. the Bank of Spain may require credit institutions the percentage of mattress against systemic risk set by the competent authorities of other States members of the European Union, for the exhibition located in the Member State that set this percentage, in the terms and with the procedure determined by law.

Article 48. Restrictions on distributions.

1 credit institutions which meet the combined requirement of capital cushions may make distributions relating to the tier 1 ordinary capital provided that distribution will not entail a decrease in this up to a level that already not respected is the combined requirement, or when have been adopted by the Bank of Spain of the measures provided for in article 68.2 aimed to strengthen the own resources or to limit or prohibit the payment of dividend.

2. the credit institutions which do not comply with the combined requirement of capital cushions or made a distribution of tier 1 capital ordinary involving their reduction to a level that is not already respected combined requirement must calculate the maximum amount distributable under the terms to be determined by regulation.

Credit institutions may not perform any of the following actions before you have calculated the maximum amount distributable and he has immediately informed the Bank of Spain of this amount: to) perform a relative distribution of level 1 ordinary capital.

(b) assume an obligation to pay a variable remuneration or discretionary pension benefits or a variable pay if the payment obligation is assumed at a time that the entity did not meet the combined requirement of mattress.

(c) make payments linked to tier 1 additional capital instruments.

Credit institutions shall provide mechanisms to ensure that the amount of profits available for distribution and distributable maximum amount be calculated accurately, that will have to be able to prove to the Bank of Spain when requested.

3 as an entity does not comply or exceed their combined requirement of mattress or the Bank of Spain has taken any of the measures provided for in article 68 to strengthen own resources or to limit or prohibit the payment of dividends, such entity not distribute more than the maximum amount distributable calculated pursuant to paragraph 2 for the purposes provided for in that paragraph.

4. the restrictions imposed by this article shall apply only to payments that give rise to a reduction in the capital of 1 ordinary level or a reduction in benefits, and provided that the suspension or cancellation of the payment does not constitute a breach of the payment obligations or other circumstances that lead to the opening of bankruptcy proceedings timely.

5 a. effects of the provisions of this article, shall be understood as relating to the capital of level distributions 1 ordinary: to) the payment of dividends in cash.

((b) the distribution of total or partially paid-up shares or other equity instruments referred to in article 26.1. a) of the Regulation (EU) No. 575/2013, 26 June.

((c) redemption or purchase by an entity's own shares or other equity instruments referred to in article 26.1. a) of the Regulation (EU) No. 575/2013, 26 June.

((d) refund of amounts paid in connection with the equity instruments referred to in article 26.1. a) of the Regulation (EU) No. 575/2013, 26 June.

((e) the distribution of the elements referred to in the letters b) to e) of article 26.1 of the Regulation (EU) No. 575/2013, 26 June.

(f) any other that the Bank of Spain could determine or consider having an effect similar to those mentioned in the previous letters.

6. regulations schedule will be developed in this article.

Article 49. Conservation of the capital plan.

1. where a credit institution does not meet the combined requirement of mattress shall establish a plan for the conservation of capital and submit it, in the terms established by law, the Bank of Spain.

The deadline for the submission of the plan to the Bank of Spain will be five days, from the date on which the entity check failure to meet these requirements. However, the Bank of Spain can expand that term to ten days, based on the individual situation of the credit institution and taking into account the scale and complexity of their activities.

2. the Bank of Spain will evaluate the conservation of capital plan and approve it if it is considered that running, is reasonably foreseeable conservation or obtaining of sufficient capital to enable the entity to fulfil the combined requirement of capital cushions in the term deemed appropriate by the Bank of Spain.

3 not approve the presented capital conservation plan, the Bank of Spain will be able: to) require the organization that increases its own resources within the time determined.

(b) use the powers conferred by article 68 to impose restrictions on distributions that are more stringent than those laid down in the preceding article.

Title III Supervision chapter I supervisory role article 50. The Bank of Spain supervisory role.


1. the Bank of Spain is the authority responsible for the supervision of the credit institutions and of other entities provided for in article 56, for ensuring compliance with the rules of management and discipline. For the exercise of this function you can develop actions and exercise the powers provided for in this law and any others that attributed you to the legal system.

The provisions of the preceding paragraph shall be without prejudice of the skills that the legal system attributed to other institutions or administrative bodies.

2 in the exercise of its supervisory role and, in particular, to the choice of the different instruments of supervision and sanction, the Bank of Spain will be able: to) obtain from entities and individuals subject to its supervisory role, and third parties that such institutions have outsourced activities or operational functions, the information required to verify compliance with the rules of management and discipline.

In order that the Bank of Spain could obtain such information or to confirm their veracity, institutions and persons referred to are forced to put at the disposal of the Bank of Spain books, records and documents deemed accurate, including computer programs, files, and databases, whatever its physical or virtual support.

For this purpose, the access to the information and data required by the Bank of Spain is covered by article 11.2. to) of the organic law 15/1999, of 13 December, of protection of personal data.

(b) require and communicated to entities subject to its supervisory role, by electronic means, the information and measures contained in the rules of management and discipline. The entities concerned will have obligation to enable, in the time that is set for this purpose, the technical means required by the Bank of Spain for the effectiveness of their systems of electronic communication, the terms take effect.

((c) carry out all the necessary investigations in respect of any entity or person referred to in the letter to), when it is necessary to carry out its supervisory role. For these purposes, you can: 1 require the submission of documents.

2. examine the books and records and make copies or extracts thereof.

(3rd request and obtain written or oral explanations from anyone else other than those provided for in the letter to) in order to gather information related to the subject of an investigation.

((d) carry out few inspections are necessary in professional institutions of legal persons referred to in to), and any other entity included in consolidated supervision.

3 likewise, in the exercise of its supervisory role, the Bank of Spain shall be: to) rating, in the choice of measures which will be adopted, criteria as the severity of the detected facts, the efficacy of the own supervisory role in terms of the correction of detected breaches or the previous behavior of the entity.

(b) take into consideration the potential impact of their decisions on the stability of the financial system of the other States members of the European Union affected, particularly in emergency situations, based on the information available at the time in question.

(c) take into account the convergence of tools and practices of supervision in the field of the European Union.

4. in the terms provided for by article 4 of law 30/1992, of 26 November, legal regime of public administrations and common administrative procedure, organs and bodies of any public administration, without prejudice to the duty of secrecy that covers them under current law are subject to the duty to cooperate with the Bank of Spain and are required to provide , at the request of this, the data and information that have and may be necessary for the exercise of the supervisory role.

Article 51. Supervision of compliance mechanisms.

The Bank of Spain shall oversee the systems, strategies, procedures or mechanisms of any kind, applied by credit institutions to comply with the rules of management and discipline.

Article 52. Monitoring of risks.

It shall be for the Bank of Spain monitor the risks to which they are or may be exposed entities, and based on this evaluation and provided for in the preceding article, determine if compliance mechanisms, own resources and liquidity maintained by credit guarantee management and solid coverage of their risks.

Article 53. Monitoring of systems of corporate governance and income-generating policies.

The Bank of Spain shall monitor compliance by credit institutions of the rules regarding suitability, remuneration and responsibility in the management of risks as well as the other rules on corporate governance laid down in title I and its development provisions.

Article 54. Development of guidelines in the field supervisor.

1. the Bank of Spain elaborate guidelines, aimed at institutions and supervised groups, indicating the criteria, practices, methodologies or procedures that are considered appropriate for the compliance of monitoring. These guides, which should be made public, may include the criteria that the Bank of Spain will follow in the exercise of its oversight activities. The Bank of Spain may require institutions and supervised groups an explanation of the reasons why, in his case, had been separated from these criteria, practices, methodologies or procedures.

2 guidelines drawn up by the Bank of Spain shall relate to the following matters: a) assessment of the risks to which entities are exposed and appropriate compliance with the standards of management and discipline.

(b) remuneration practices and incentives for risk-taking compatible with an adequate risk management.

(c) financial and accounting information and obligations subject to external audit the annual accounts or financial statements of the entities and supervised groups.

(d) proper management of risks arising from the possession of significant holdings of credit institutions in non-financial companies or other financial institutions.

(e) implementation of mechanisms of restructuring or resolution of credit institutions.

(f) corporate governance and internal control.

(g) any other matter included in the scope of the Bank of Spain.

3. the Bank of Spain may endorse, and transmitted as such to entities and groups, as well as develop, complement or adapt guidelines that, on these issues, approved bodies or international committees active in banking regulation and supervision.

Article 55. Program supervisor.

1 the Bank of Spain will approve, at least once a year, a program supervisor for all credit institutions subject to supervision with special attention to the following entities: to) those whose results of stress tests or the supervisory review and evaluation process indicate the existence of significant risks to its financial soundness or reveal the possible breach of the solvency rules.

(b) those that pose a systemic risk to the financial system.

(c) any other which, in the opinion of the Bank of Spain, require special consideration in the exercise of the supervisory role.

2 the program will at least contain the following information: a) an indication of the way in which the Bank of Spain intends to carry out its supervisory work and allocate their resources.

(b) the identification of credit scheduled subject to a reinforced monitoring and measures that provide for take effect pursuant to paragraph 3.

(c) a plan of OSIs of credit institutions.

3 the Bank of Spain, in the light of the results of the review and evaluation referred to in articles 51 to 53, supervisor may take the measures it deems appropriate in each case, among which can be found: a) increase in the number or frequency of inspections in situ of the entity.

(b) permanent presence in the credit institution.

(c) submission of information additional or more frequent by the credit institution.

(d) review additional or more frequent operational, strategic plans or business of the credit institution.

(e) thematic examinations focused on specific risks.

4. the Bank of Spain will take into account when establishing its program supervisor information received from the authorities of other Member States in relation to there established branches of Spanish credit institutions. For these same purposes, it also take into consideration the stability of the financial system of those Member States.

5. at least once a year, the Bank of Spain will undergo tests of resistance to credit monitoring, in order to facilitate the review and evaluation process provided for in this article.

Chapter II scope of function supervisor article 56. Scope of the supervision of the Bank of Spain.


The Bank of Spain will monitor credit Spanish, consolidated groups of credit matrix in Spain and branches of institutions of States not members of the European Union in accordance with the provisions of this law and its implementing regulations. Also, when the parent undertaking of one or several entities credit is a financial holding company or a mixed financial company's portfolio, the Bank of Spain, as responsible for the authorization and supervision of these credit institutions, oversee the society with specific characteristics to be determined according to the rules and limits.

In the same way, the supervision of the Bank of Spain can reach Spanish people who handle credit from other States members of the European Union, within the framework of collaboration with the authorities responsible for the supervision of these credit institutions.

Article 57. Supervision of consolidated groups.

1. the Bank of Spain will oversee the consolidated groups of credit matrix in Spain, defined in accordance with the provisions in the Regulation (EU) No. 575/2013, 26 June.

2. when foreign entities capable of joining a consolidatable group of credit institutions, the scope of supervision on a basis consolidated in charge of the Bank of Spain will be determined according to the rules and will serve, among other criteria, the character of national or not a Member State of the European Union's institutions, its legal nature and its degree of control.

Article 58. Supervision of financial Ventures portfolio and mixed portfolio companies.

1. when a financial joint holding company subject to the supervision of the Bank of Spain is subject to equivalent provisions in virtue of this law and the law 5/2005 of 22 April, of supervision of financial conglomerates and why amending other laws of the financial sector, particularly in terms of monitoring depending on the risk the Bank of Spain, after consultation with other authorities responsible for the supervision of subsidiaries of the mixed financial holding company, may decide that the provisions of the law 5/2005, of 22 April, and its implementing regulations should apply to that company only.

2. Likewise, when a mixed financial holding company subject to the supervision of the Bank of Spain are subject to equivalent provisions under this Act and the text revised of the Act of ordination and supervision of private insurance approved by Royal Legislative Decree 6/2004, of 29 October, particularly in terms of monitoring depending on the risk the Bank of Spain, after consultation with other authorities responsible for the supervision of subsidiaries of the mixed financial holding company, may decide that the provisions of the consolidated text of the Act of ordination and supervision of private insurance apply to that company only.

3. the Bank of Spain shall inform the European banking authority and the European authority of insurance and pension funds of the decisions taken pursuant to the preceding paragraphs.

4. without prejudice to the provisions of the fourth part of the Regulation (EU) No. 575/2013, of June 26, when the parent undertaking of one or several Spanish banks is a mixed holding company, the Bank of Spain will be the general supervision of transactions between the entity and the joint holding company and its subsidiaries.

5 a mixed holding company subsidiaries entities must have systems of risk management and internal control mechanisms appropriate, including solid information and accounting procedures, in order to identify, measure, track, and properly control operations with its mixed portfolio parent and subsidiaries of this company. The Bank of Spain will require the entity to report of any other significant operation with these entities other than the one mentioned in the Article 394 of the Regulation (EU) No. 575/2013, 26 June. Such procedures and significant transactions shall be subject to the supervision of the Bank of Spain.

Article 59. Supervision of branches of credit of Member States of the European Union.

1. the Bank of Spain may carry out checks and on-site inspections of the activities carried out by branches of institutions of other Member States of the European Union. For this purpose, may require information to the branch on its activities for reasons linked to the stability of the financial system.

Before such checks and inspections, the Bank of Spain shall consult the competent authorities of the Member State of origin. After the checks and inspections, the Bank of Spain will inform these authorities the information obtained and the circumstances that are relevant to the assessment of the risk of the entity or the stability of the financial system.

2. the Bank of Spain may make requests to the competent authorities of the supervision of a credit institution authorised in the European Union with branches in Spain so that they should be considered as significant branches as well, in the absence of a joint decision on the matter, solve on its significant nature, in accordance with the procedure determined by law.

In these cases the Bank of Spain will promote the adoption of a joint decision on the application with the other competent authorities of other Member States responsible for the supervision of the various entities in the group.

Article 60. Supervision of branches of credit of States not members of the European Union and evaluation of the equivalence of the supervision on a consolidated basis from those States.

1. the obligations laid down in the rules of solvency shall be payable to branches of credit institutions based in a non-Member State of the European Union. By regulation the criteria according to which the Bank of Spain may introduce specific provisions for such branches to the regime will be established. In any case, the obligations required of branches of States not members of the European Union may not be less stringent than those required of branches of Member States of the European Union.

2. the credit institutions affiliates of a financial entity domiciled outside the European Union shall not be subject to supervision on a consolidated basis, provided that they are subject to such supervision by the relevant competent authority of the third country, which is equivalent to that provided for in this law and its implementing regulations, and in the first part , Title II, Chapter 2 of Regulation (EU) No. 575/2013, 26 June.

The Bank of Spain should check this equivalence, which shall take into account the guidelines elaborated for that purpose by the European banking authority, which shall be consulted before adopting a decision on the matter.

Where not appreciated the existence of a regime of equivalent supervision, it will apply to credit institutions referred to in the first subparagraph of this paragraph the regime of supervision on a consolidated basis provided solvency regulations.

Notwithstanding the provisions of the preceding paragraph, the Bank of Spain may establish other methods of supervision on a consolidated basis of the groups referred to in this section. Among these methods, will have the authority to the Bank of Spain to demand the Constitution of a dominant financial institution which has its head office in the European Union. Methods must fulfil the objectives of the supervision on a consolidated basis defined in this law and be communicated to the other competent authorities involved, the European Commission and the European banking authority.

Chapter III cooperation between authorities of supervision article 61. The Bank of Spain's collaboration with authorities of other countries.

1. in the exercise of their functions of supervision of credit institutions, the Bank of Spain will collaborate with the authorities who have mandated similar functions in other countries and may, or must, as appropriate, communicate information concerning the leadership, management and ownership of these entities, as well as which can facilitate the control of solvency and liquidity of the same , the factors that might influence the systemic risk posed by the entity, and any other which may facilitate their supervision or serve to prevent, prosecute or punish irregular conduct. For this purpose, you can sign collaboration agreements.

Communication of information referred to in the preceding paragraph will be conditioned to the submission of the authorities foreign supervisory obligations of professional secrecy equivalent, at least, to those laid down in article 82.

Regulations will be determined the content and conditions of the cooperation provided for in this section.

2 provided that it will be important for the oversight/supervision of the concerned competent authorities of another Member State of the European Union, the Bank of Spain will consult with authorities before adopting: a) the decisions referred to in article 17, regardless of the scope of the change in the shareholding which should be resolved in the corresponding decision.

(b) decisions which correspond on operations of merger, Division or any other important changes in the organization or management of a credit institution and which is subject to administrative authorization.

(c) the penalties for serious and very serious offences that entail public reprimand or disqualification of managers or executives.


(d) decisions of intervention and substitution contained in chapter V of this title and the measures deriving from the law 9/2012, of 14 November, of restructuring and resolution of the credit institutions.

(e) the request for additional resources pursuant to the provisions in article 68.2 and the imposition of restrictions on the use of internal methods of operational risk measurement.

Likewise, in the cases referred to in c), d) and e) should be always consulted to the authority of the European Union responsible for consolidated supervision of the Group eventually affected.

In any case, the Bank of Spain may not carry out the consultation provided for in this section in cases of urgency, or when you understand that the query can compromise the effectiveness of their own decisions. In those cases it shall without delay inform the authorities concerned of the final decision taken.

Article 62. Collaboration with the supervisory authorities of the European Union in its capacity as authority responsible for consolidated supervision.

1 the Bank of Spain, in its capacity as authority responsible for the exercise of supervision of credit institutions consolidated groups will collaborate with the European Union for supervisory authorities: to) coordinate the collection of information and disseminate information more relevant and essential, in both ordinary and urgent situations between the remaining authorities responsible for the supervision of Group entities.

(b) planning and coordinating the activities of supervision in ordinary situations, regarding, inter alia, the activities referred to in chapter I linked to consolidated supervision and the provisions concerning technical criteria concerning the organisation and treatment of risks.

(c) planning and coordinating the oversight activities, in collaboration with the competent authorities involved and, where appropriate, with central banks, in emergency situations or in anticipation of such situations and, in particular, in those cases where there is an adverse evolution of institutions of credit or financial markets using, whenever possible, of the specific communication channels to facilitate crisis management.

(d) cooperate with other competent authorities with responsibility supervisor on the credit institutions foreign, parent, subsidiaries, or subsidiaries of the same group in the terms provided for in the preceding article.

(e) sign agreements of coordination and cooperation with other competent authorities designed to facilitate and establish effective supervision of groups entrusted to their supervision and assume additional tasks arising from such agreements and with content that is established by law.

In particular, the Bank of Spain will sign a bilateral agreement in accordance with article 28 of Regulation (EU) No. 1093 / 2010, on 24 November, to delegate their responsibility for supervision of a subsidiary entity to the competent authorities which authorized and supervise the parent undertaking, so that these occupy surveillance of the subsidiary in accordance with the provisions provided for in this law its implementing regulations and in Regulation (EU) No. 575/2013, 26 June. The Bank of Spain shall inform the European banking authority of the existence and content of such agreements.

(f) resolved by joint decision, requests statement of significant branches made by the competent authorities of the countries where they are located branches of Spanish credit institutions, as well as, in the absence of a joint decision on the matter, recognize the resolution from the competent authority about the significant character.

2. the Bank of Spain shall respond to requests from competent authorities of another Member State of the European Union, in order to verify information on an entity subject to its supervision.

Article 63. Collaboration in the event of breaches of branches of credit institutions authorised in other Member States of the European Union.

1. If the Bank of Spain confirmed that a credit institution of a Member State of the European Union, with branch office in Spain, that operates in the free provision of services on national territory breaches or there is a significant risk that breaches the rules of solvency in Spain, it shall inform the supervisory authorities, to adopt , without delay, the measures they consider appropriate so that the entity put an end to its action infringing or take measures to avoid the risk of non-compliance and, in any case, avoid their repetition in the future. Such measures shall be communicated without delay to the Bank of Spain.

2. in the event that the competent authorities of the Member State of origin do not comply with the provisions set forth in the preceding paragraph, the Bank of Spain may have recourse to the European banking authority and request their assistance, in accordance with article 19 of Regulation (EU) No. 1093 / 2010 of 24 November.

Article 64. Interim measures in the event of breaches of branches of institutions of other Member States of the European Union.

1. in urgent situations, before resorting to the cooperation provided for in article 63.1, and no measures are taken from the competent authorities of the Member State of origin in accordance with the precept or reorganisation measures referred to in article 3 of Directive 2001/24/EC, of the European Parliament and of the Council , April 4, 2001, relative to sanitation and the liquidation of credit institutions, the Bank of Spain may adopt provisional measures to avoid any instability of the financial system that could seriously threaten the collective interests of depositors, investors and customers in Spain. These measures shall be communicated immediately to the European Commission, the European banking authority and the competent authorities of the other Member States of the European Union affected.

2. the interim measures, which may include the suspension of the fulfilment of the payment obligations, will be in any case proportionate to the objective of protection of collective interests referred to in the preceding paragraph. In any case, these measures may give a preference to the creditors of Spanish nationality of the credit institution on the creditors from other Member States.

3. provisional measures shall be without effect when the administrative or judicial authorities of the Member State of origin to adopt reorganisation measures.

4. the Bank of Spain may terminate interim measures when it considers that they are no longer necessary.

Article 65. Joint decision.

Within the framework of the collaboration established in article 62, and in accordance with the terms of that provision by regulation, the Bank of Spain, as a supervisor at base consolidated a group or as a competent authority responsible for the supervision of subsidiaries of a credit institution matrix of the European Union, of a financial company portfolio or a mixed financial parent holding of the European Union in Spain company (, it will seek with all its media reach a decision agreed upon with the other European Union supervisory authorities: to) the application of the provisions of articles 41 and 51 to determine the adequacy of the consolidated level of own resources that possess the group in relation to its financial situation and risk profile and the level of own resources necessary for the application of article 68 to each of the companies of the Group and on a consolidated basis.

(b) the measures to solve any significant issues and important findings related to the supervision of the liquidity.

Article 66. Colleges of supervisors.

1 when the Bank of Spain corresponding supervision on a consolidated basis, designate colleges of supervisors to facilitate the exercise of the tasks referred to in the lyrics to) d) Article 62.1, article 65 and article 81. Also, it shall take the necessary measures to ensure an adequate level of coordination and cooperation with the competent authorities of third countries, respecting, in any case the confidentiality requirements laid down in applicable law and on the law of the European Union.

2 the colleges of supervisors will provide the framework to enable the Bank of Spain, as a supervisor on a consolidated basis, the European banking authority, and, where appropriate, the other competent authorities concerned to develop the following functions: to) Exchange information in accordance with article 21 of Regulation (EU) No. 1093 / 2010 of 24 November.

(b) agree, as appropriate, the voluntary allocation of voluntary delegation of responsibilities and functions.

(c) establish the programs supervisors to which refers article 55, based on a risk assessment of the group, in accordance with the provisions of articles 51 and 52.

(d) increase the efficiency of supervision, eliminating all unnecessary duplication of prudential requirements, including those related to the requests for information that referred to in article 81 and article 61.1.

(e) consistently apply the prudential requirements provided for in this law and its implementing regulations, as well as in the Regulation (EU) No. 575/2013, on 26 June, in all entities of a group, without prejudice to the options and abilities offered by the legislation of the European Union.

((f) apply article 62.1. c) according to the work done in other forums that may be in this field.


3. regulations will determine the procedure of creation of colleges of supervisors and their performance standards.

Article 67. The Bank of Spain's relations with other national financial authorities.

1. all rules issued by the Bank of Spain in the development of rules of management and discipline that may directly affect the exercise of the functions legally assigned to the National Commission of the market of stock, the General direction of the insurance or the Fund for orderly bank restructuring will dictate prior report of these.

2. whenever a consolidatable group of credit institutions there are entities subject to supervision on an individual basis by agencies other than the Bank of Spain, in the exercise of the powers that this Act credited, must act in coordination with the Agency supervisor which correspond in each case. The Minister of economy and competitiveness may issue rules needed to ensure proper coordination.

3. the Bank of Spain will move to fund ranked bank restructuring, of its own motion or request, the information derived from the exercise of its supervisory role that is necessary for the development of the functions attributed by law 9/2012, 14 November, restructuring and resolution of the credit institutions, to the aforementioned Fund. In order to properly coordinate the exercise of their respective functions, the Bank of Spain and the Fund for orderly bank restructuring can sign collaboration agreements.

Chapter IV measures for prudential supervision article 68. Prudential supervision measures.

1 the Bank of Spain will require the banks or consolidated groups of credit institutions which immediately take steps to return to compliance in the following circumstances: to) when they do not comply with the obligations contained in the rules of solvency, including liquidity, and the adequacy of the organizational structure or internal control of risks concerning , or consider that own resources and liquidity maintained by the entity do not guarantee solid risk management and coverage.

((b) when, in accordance with the data available to the Bank of Spain, there are reasonable grounds to consider that the entity will renege on the obligations described in the letter to) in the following twelve months.

2 in the circumstances provided for in the preceding paragraph the Bank of Spain may take, from among the following measures it deems most appropriate according to the location of the entity or group: a) demand to credit institutions that maintain own resources exceeding those laid down in title II, chapter III and in the Regulation (EU) No. 575/2013 26 June, in relation to risks and elements of risk not covered by article 1 of that regulation.

(b) require credit institutions and its groups to strengthen procedures, mechanisms and strategies established in order to comply with the provisions of articles 29, 30 and 41.

(c) demand to credit institutions and their groups that present a plan for returning to compliance with the requirements established in this law and in the Regulation (EU) No. 575/2013, 26 June, as well as introduce the plan the necessary improvements in terms of its scope and timeline for completion.

(d) require that credit institutions and their groups apply a specific policy of provision of supplies or a specific treatment of assets in terms of own resources requirements.

(e) restrict or limit activities, operations or network of entities or apply for the abandonment of activities arising excessive risks for the soundness of an entity.

(f) require the reduction of the risk inherent in the activities, products and systems of the entities.

(g) to require credit institutions and their societies which limit the variable pay as a percentage of net revenues when it is inconsistent with maintenance of a sound capital base.

(h) to require credit institutions and groups that use the net benefits to reinforce its own resources.

(i) prohibit or restrict the distribution by the entity of dividends or interest to shareholders, partners or owners of additional tier 1 capital instruments, always and when the prohibition does not constitute a case of non-compliance with the obligations of the entity.

(j) impose obligations of additional or more frequent information, including information on the status of capital and liquidity.

k) impose an obligation to have a minimum amount of liquid assets enabling to cope with potential outputs of funds arising from liabilities and commitments, even in case of serious events that may affect liquidity, and maintain an appropriate structure of sources of funding with maturities in their assets, liabilities and commitments in order to avoid potential imbalances or tensions of liquidity which may harm or endanger the situation financial entity.

(l) require the communication of additional information.

3. the provisions of the preceding paragraph is understood without prejudice to the application of the penalties provided for in title IV and the measures of early action to be adopted in accordance with the provisions in law 9/2012, 14 November, from restructuring and resolution of the credit institutions.

4. the Bank of Spain will inform the Fund for orderly bank restructuring its decision to require an organization the measures provided for in this article and the process of implementation and subsequent compliance. For this purpose, the Fund for orderly bank restructuring may request additional information that it deems necessary for the performance of their duties.

Article 69. Additional requirements of resources.

1 the Bank of Spain credit institutions require the maintenance of own funds in excess of the established, as foreseen in article 68.2. to), at least in the following cases: a) if the entity does not meet the requirements set out in articles 29, 30 and 41 or article 393 of the Regulation (EU) No. 575/2013 , 26 June.

b) If risks or risk elements that are not covered by the requirements of own resources established in the rules of solvency.

(c) whether there are reasons to consider that the application of other measures is insufficient to improve enough systems, procedures, mechanisms and strategies within an appropriate period.

(d) if the review of risks referred to in article 52 reveals that non-compliance with the requirements for the application of a calculation method of own resource requirements requiring prior authorization in accordance with the third part of the Regulation (EU) No. 575/2013, 26 June, could lead to insufficient own resources requirements; or if adjustments in valuation regarding positions or specific portfolios within the trading book, as established in article 105 of Regulation (EU) No. 575/2013, 26 June, do not allow the entity to sell or to cover their positions in a short period of time without incurring significant losses in normal market conditions.

(e) if there are reasonable grounds to consider that risks may be underestimated despite the fulfilment of the requirements in accordance with the regulations about solvency.

(f) if the entity notifies the Bank of Spain, in accordance with article 377.5 of Regulation (EU) No. 575/2013, of 26 June, the results of resistance test referred to in article exceed significantly the requirements of own resources derived from the correlation trading book.

2 to assess effects of the determination of the appropriate level of own resources on the basis of review and evaluation carried out in accordance with the provisions of this title, the Bank of Spain: to) the quantitative and qualitative aspects of the process of evaluation of the credit institutions referred to in article 41.

(b) the systems, procedures and mechanisms related to viability and resolution of credit plans.

(c) the results of the review and evaluation carried out in accordance with articles 51 to 53.

(d) systemic risk.

Chapter V measures of intervention and replacement article 70. Causes of intervention and replacement of the Board of Directors.

1 shall be the intervention of a credit institution or the provisional replacement of its Board of Directors in the following cases: to) as foreseen in law 9/2012, on 14 November, restructuring and resolution of the credit entities, in connection with the replacement of the Board of Directors.

(b) where there are well-founded indications that the credit institution is in a different situation than those envisaged in the scope of the law 9/2012, of 14 November, restructuring and resolution of the credit entities, but of exceptional gravity and which may endanger its stability, liquidity or solvency.

(c) when you purchase meaningful participation in a credit institution without respecting the arrangement provided for in this Act or when there are grounds to accredited to consider it the influence exercised by the persons possessing it may be to the detriment of the sound and prudent management of the same, and founded that severely damages its financial situation.


2. the measures of intervention or replacement referred to in this article may be taken during treatment of a sanctions dossier or independently of the exercise of the powers to impose penalties.

Article 71. Competition of intervention and replacement.

1. measures of intervention or replacement referred to in the previous article will be agreed by the Bank of Spain, giving reasoned account of its adoption to the Minister of economy and competitiveness and to the Fund for orderly bank restructuring.

2. the agreement may issue ex officio or on request founded the institution itself. In this case, administrators of the lender, its internal oversight body can formulate the request and, where appropriate, a minority of members, that is, at least, equal requires that mercantile legislation to encourage the convening of a meeting or extraordinary General meeting.

Article 72. Intervention or replacement agreements.

Intervention or substitution agreements shall be adopted after hearing the interested credit institution for the period that shall be granted to the effect, which may not be less than five days.

You can dispense with the procedure of hearing when the measure has been requested by the entity itself or when said processing seriously compromise the effectiveness of the measure or the economic interests involved. In the latter case, the deadline for the resolution of the relevant appeal will be 10 days from the date of its filing.

Article 73. Content of the intervention and replacement agreement.

1. the agreement shall designate the person or persons who shall perform the duties of intervention or act as provisional administrators have, and will indicate if such people must act together, jointly or severally.

2. such agreement, Executive character from the time rendered, shall be immediately published in the «Official Gazette» and registration in the corresponding public registers. The publication in the «Official Gazette» will determine the effectiveness of the agreement against third parties.

3. when it is necessary for the implementation of the intervention or replacement of administrators you can reach the direct compulsion to take possession of the offices, books, and documents or for the examination of the latter, without prejudice to provisions of article 96.3 of the law 30/1992, of 26 November Legal regime of public administrations and common administrative procedure.

Article 74. Requirements of validity of acts and agreements subsequent to the date of intervention.

1. in the case of intervention, acts and agreements of any organ of the credit institution to be taken from the date of publication of the agreement in the «Official Gazette» will require, for their validity and effects, the express approval of the appointed auditors. He is excepted from this approval of actions or resources by the lender in relation to the extent of intervention or exercise with the performance of the external auditors.

2. the designated Auditors shall be entitled to revoke many powers or delegations have been conferred by the Board of Directors of the credit institution or its representatives or delegates prior to the date of publication of the agreement. Adopted such a measure, shall be by the Auditors to demand the return of the documents in which constaren powers, as well as to promote the registration of its repeal in relevant public records.

Article 75. Interim Administration.

1. in the case of replacement of the Board of Directors, appointed provisional administrators will have the character of Auditors with respect to the acts or agreements of the General meeting or Assembly of the credit institution, being applicable to them as has paragraph 1 of the preceding article.

2 submission of periodic public information obligations, in formulation of the annual accounts of the entity and approval of these and the social management will be in suspense, for period not exceeding one year, counted from the expiration of the legally established deadline to the effect, if the new Board of Directors reasonably considers that there are no data or documents complete and reliable for this purpose.

Article 76. Cessation of intervention or substitution measures.

Agreed by the Bank of Spain the cessation intervention or substitution measures, provisional administrators shall immediately convene the General meeting or Assembly of the credit institution, which will be appointed the new Board of Directors. Until the takeover of this, provisional administrators will continue to exert their functions.

Article 77. Dissolution and voluntary liquidation of the credit institution.

In the event that a credit institution decides their dissolution and corresponding voluntary liquidation, you should notify the Bank of Spain, which may set conditions to such decision within the period of three months from the filing of the corresponding application.

Article 78. Intervention of the liquidation operations.

1. when there is the dissolution of a credit institution, the Minister of economy and competitiveness may agree intervention operations liquidation if such action is recommended by the number of people affected or by the patrimonial situation of the entity.

2 shall apply to the agreement referred to in the preceding paragraph as provided in article 74, and acts of the liquidators and the powers of the Auditors set out in article 75.

Article 79. Communication to the Cortes Generales.

The Bank of Spain sent annually to the Cortes Generales a report of actions that have given rise to measures of intervention or replacement.

In addition, the Bank of Spain will send to the Cortes Generales aggregates results of the stress tests to which refers article 55.5 as soon as they are available.

Chapter VI obligations of information and publication section 80. Obligations of publication of the Bank of Spain.

1 Notwithstanding the secrecy obligations under this law, the Bank of Spain shall periodically publish the following information relating to the solvency rules: to) criteria and general methods used for the review and evaluation of the mechanisms of compliance, monitoring of risks, corporate governance and pre-defined policies.

(b) statistical data aggregated on the fundamental aspects of the exercise of the supervisory role, including the number and nature of monitoring measures and administrative sanctions.

(c) the general criteria and methods adopted to check compliance with the provisions of articles to 409 405 of Regulation (EU) No. 575/2013, 26 June.

(d) a concise description of the outcome of the supervisory review and description of the measures imposed in cases of non-compliance with the provisions in articles 405-409 of Regulation (EU) No. 575/2013, 26 June, on an annual basis.

(e) the results of the stress tests in the terms provided for in article 32 of Regulation (EU) No. 1093 / 2010 of 24 November.

When determined by the European banking authority, the information referred to in this letter will be transmitted to this authority for the subsequent publication of the result at the level of the European Union.

(f) any other to be determined by regulation.

2. the information published in accordance with paragraph 1 must be sufficient to allow a meaningful comparison of the approaches adopted by the Bank of Spain with the counterpart authorities of the various Member States of the European Union. The information will be published on the format to determine the European banking authority and will be updated regularly. It will be accessible on the website of the Bank of Spain.

Article 81. Obligations of information from the Bank of Spain in emergency situations.

The Bank of Spain warns, as soon as practicable, inform the Minister of economy and competitiveness, to the Fund for orderly bank restructuring, to the central banks of the European system of central banks, to the remaining supervisory authorities, national or foreign, affected, the European banking authority and the European systemic risk, of the emergence of an emergency situation Board including the one defined in article 18 of Regulation (EU) No. 1093 / 2010, 24 November, or in cases where there is an adverse financial markets, which may affect the liquidity in the market and the stability of the financial system of any Member State of the European Union which have been authorized entities of a group subject to supervision on the basis established by the Bank of Spain or in which are established (Spanish significant branches of a credit institution, as referred to in article 62.1. f).

Article 82. Obligation of secrecy.


1 data, documents and information that are held by the Bank of Spain pursuant to the exercise of the function supervisor or many other functions entrusted the laws will be used by him exclusively in the exercise of those functions, will be restricted and will not be disclosed to any person or authority. The reserve shall be raised from the moment in which actors to do public events to which they refer those. Employed by the Bank of Spain shall also have restricted the data, documents or information relating to methodologies and procedures in the exercise of the aforementioned functions, unless the reservation is expressly raised by the competent body of the Bank of Spain.

In any case, the Bank of Spain may publish the results of the stress tests carried out in accordance with article 55.5 and article 32 of Regulation (EU) No. 1093 / 2010 of 24 November.

The Cortes Generales access to information subject to the obligation of secrecy will take place through the Governor of the Bank of Spain. For this purpose, the Governor may request approval of bodies of Chamber secret session or the application of the procedure laid down for access to classified materials.

2. all persons who play or have played an activity for the Bank of Spain and had knowledge of data, documents and information of reserved character are required to keep secret about them. These people may not give testimony or statement or publish, communicate, or display data or booked documents, even after they have ceased the service, unless expressly authorized by the competent authority of the Bank of Spain. If such permission is not granted, the affected person will keep secret and will be exempt from the liability which might arise.

The breach of this obligation will determine criminal responsibility and any other provided for by laws.

3 except for the secrecy obligation regulated in this article: to) the cases in which the person concerned consents expressly dissemination, publication or communication of data.

(b) the publication of data aggregated for statistical purposes, or communications in the form of summary or aggregated so that individual institutions can not be identified even indirectly.

(c) the information required by the competent judicial authorities in criminal proceedings.

(d) the information which, in the framework of the commercial procedures resulting from the contest or compulsory liquidation of a credit institution, are required by the judicial authorities, provided that they not related to third parties involved in the refloating of the entity.

(e) the information which, in the context of administrative or judicial appeals against administrative decisions handed down in management and credit discipline, are required by the competent authorities for the resource.

(f) the information that the Bank of Spain has to facilitate for the fulfilment of their respective roles to the National Commission of the stock market, to the direction General de Seguros, the Institute of accountancy and audit of accounts, to the guarantee fund for deposits of credit institutions, the Fund for orderly bank restructuring, to the financial stability Board and Auditors or the bankruptcy of a credit or an entity entity administrators of his group, which is designated in the appropriate administrative or judicial procedures, and the Auditors of the accounts of credit institutions and their groups.

(g) information that the Bank of Spain transmitting to central banks and other bodies of similar function as monetary authorities, when the information is relevant for the performance of their respective legal functions, such as the implementation of monetary policy and the corresponding provision of liquidity, the supervision of payment, clearing and settlement systems , and the defense of the stability of the financial system.

(h) information that the Bank of Spain have to facilitate, for the performance of their duties, to bodies or authorities of other countries in which falls the public function of supervision of credit institutions, of the companies in the management systems of deposit insurance or indemnification of investors of credit institutions or investment services, business insurance, other financial institutions and financial markets, maintain the stability of the financial system in the States members through the use of macro-prudential standards, reorganization efforts to keep the stability of the financial system, or supervision of contractual or institutional protection schemes, that there is reciprocity, and that agencies and authorities are subject to professional secrecy in conditions which, at a minimum, are comparable to those established by the laws of Spain.

(i) the information that the Bank of Spain decided to provide a camera or similar body legally authorized to provide compensation or liquidation of Spanish markets, when it considers that they are necessary to ensure the proper functioning of those bodies before any non-compliance or potential non-compliance, occurring in the market.

j) information that the Bank of Spain has to provide the authorities responsible for combating money laundering and the financing of terrorism, as well as communications that, exceptionally, can be made pursuant to section 3 of chapter I of title III of the law 58/2003, of 17 December , Tax general, prior authorisation of the Minister of finance and public administration. For this purpose the cooperation agreements signed by the Bank of Spain with other countries supervisory authorities must be taken into account.

(k) information for reasons of prudential supervision or action preventive restructuring and resolution of credit institutions, the Bank of Spain will have to make known to the Ministry of economy and competitiveness, the Fund for orderly bank restructuring or the authorities of the autonomous communities with powers over credit institutions, as well as in emergency situations to that referred to in article 81 to the relevant authorities of the Member States of the European Union affected.

(l) the information required by the Court of Auditors or by a Commission of inquiry of the general courts in the terms established in the specific legislation.

(m) the information communicated to the European banking authority under the current regulations, and in particular, established in articles 31 and 35 of Regulation (EU) No. 1093 / 2010 of 24 November. Despite the foregoing, such information is subject to professional secrecy.

(n) the information communicated to the European systemic risk Board, when this information is relevant for the performance of its statutory functions under the Regulation (EU) No. 1092 / 2010 of the European Parliament and of the Council of 24 November 2010, relative to the macro-prudential oversight of the financial system in the European Union and is establishing a European systemic risk Board.

(n) information communicated to the European Securities and markets authority and the European authority of insurance and retirement pensions, when the information is relevant for the performance of its statutory subject to regulations (EU) functions no. 1094 / 1095 and 2010 / 2010 of the European Parliament and of the Council of 24 November 2010.

(o) the information that the Bank of Spain has to provide contractual or institutional systems of protection in accordance with the provisions of article 113.7 of Regulation (EU) No. 575/2013, 26 June.

4. the judicial authorities who receive restricted information of the Bank of Spain will come obliged to adopt measures that ensure the reserve during the conduct of the process concerned. The remaining authorities, persons or entities that receive reserved information shall be subject to the obligation of secrecy regulated in this article and may not use it but in the context of the performance of the functions that are legally established.

The members of a Commission of inquiry of the general courts receiving restricted information will come obliged to take appropriate measures that guarantee the reservation.

5. the transmission of confidential information will be conditional, when the information is originated in another Member State, to express compliance of the authority that has transmitted it, and may only be communicated to the above recipients for the purposes for which that authority has given its agreement. (This limitation will apply to the information to cameras and bodies referred to in paragraph 3 h) e i), to the information requested by the Court of accounts and the research committees of the general courts and the information to the Institute of accountancy and audit of accounts.


((6. the Bank of Spain will inform the European banking authority the identity of authorities or bodies to which it can transmit data, documents or information in accordance with the provisions of paragraph 3, letters d) and f) in relation to the Institute of accountancy and audit of accounts, and h) in relation to contractual or institutional protection systems supervisory bodies.

Article 83. Duty of confidentiality of information.

1. the entities and other persons subject to the rules of management and discipline of credit institutions are obliged to save reserve information concerning balances, positions, transactions and other operations of its clients without them may be communicated to third parties or subject to disclosure.

2 exceptions to this duty the information for which customer laws permit its communication or disclosure to third parties or, where appropriate, required them or shall send to the respective authorities of supervision or in the framework of the fulfilment of the obligations laid down in the law 10/2010 of 28 April Prevention of money laundering and the financing of terrorism. In this case, the transfer of information must comply with provisions by the client or by the laws.

3 they are also exempted from duty reserve exchanges of information between credit institutions belonging to the same consolidatable group.

4 failure to comply with the provisions of this article shall be considered a serious offense and shall be punished under the terms and pursuant to the procedure provided for in title IV.

5. the provisions of this article shall apply without prejudice to the provisions in the regulations for the protection of personal data.

Article 84. Accounting information should be addressed to credit institutions.

1 credit institutions and credit institutions consolidated groups must supply to the Bank of Spain and make public their financial statements, without prejudice to the additional obligations of information which they are entitled in accordance with applicable law.

2. without prejudice to Regulation (EC) No. 1606 / 2002 of the European Parliament and of the Council of 19 July 2002 on the application of international standards of accounting and regulations of accounting information provided by the law 24/1988, of 28 July, the securities market and other commercial law resulting from application, the Minister of economy and competitiveness will be able to set and modify accounting standards and models to clamp the financial statements of credit institutions, as well as the consolidated financial statements, with the limits and specifications to be determined according to the rules, providing frequency and detail with which the corresponding data must be supplied to the Bank of Spain and made public by own credit institutions generally. In the use of this option, whose exercise may entrust the Minister of economy and competitiveness to the Bank of Spain, to the National Commission of the stock market or the Institute of accountancy and audit of accounts, will be no more restrictive than the requirement that advertising criteria are homogeneous for all entities of the credit of the same category and for the various categories of credit institutions.

The ministerial order which establishes the habilitation will determine reports which, if any, will be mandatory for the establishment and modification of the above standards and models, as well as the resolution of consultations on the regulations.

Article 85. Information with reasonable relevance of credit institutions.

1. in accordance with the eighth of Regulation (EU) No. 575/2013, 26 June, groups consolidated credit institutions and credit institutions non-integrated into one of these groups consolidated will make public, as soon as practicable, at least with periodicity yearly and properly integrated in a single document called prudential relevance information specific information about those details of your financial situation and activity where the market and other interested parties may have interest in order to assess the risks these groups and entities, their market strategy, its risk control, their internal organization and their situation is facing in order to comply with the minimum requirements of own resources provided for in the rules of solvency.

2. groups and entities will adopt a formal policy for the fulfilment of these requirements of disclosure, the verification of the sufficiency and accuracy of the reported data and the frequency of its disclosure, and have procedures allowing to assess the adequacy of the policy.

3. the Bank of Spain may require the parent companies that publish with annual periodicity, it either entirely or by references to equivalent information, a description of the legal structure and corporate governance and organizational structure of the group.

4. the reporting, in compliance with the requirements of the commercial law or the stock market, the data referred to in paragraph 1, shall not relieve their integration as provided by that paragraph.

5 a credit institutions obliged to disclose the information referred to in paragraph 1, the Bank of Spain may require them: to) the verification by auditors of accounts or independent experts, or other satisfactory means to his opinion, of information not covered by the audit, in accordance with the provisions regarding the regime of independence are that subjects the Auditors of accounts in chapter III of the revised text the accounts Audit Act adopted by Royal Legislative Decree 1/2011 from 1 July.

(b) the disclosure of one or more of these informations, well in a way independent anytime, well often superior to the annual, and to establish maximum disclosure deadlines.

(c) the disclosure in media and different places in the financial statements.

Article 86. Required information to branches of credit institutions based in the European Union.

1. the Bank of Spain may require the institutions of another Member State of the European Union having a branch in Spain periodically submitting information on the operations which the branch carried out in Spain.

2 such information is required solely informational or statistical, purposes for the implementation of article 59.2 in particular in regards to the determination of whether a branch is significant, and for purposes of supervision in accordance with this title. These reports will be subject to the obligation of secrecy referred to in article 82.

3. in accordance with the provisions of article 84.2 shall be determined the scope of their accounting obligations and the information to be provided with a statistical purpose.

4. in addition, Spanish credit institution with branches in other Member States of the European Union should pay attention equivalent requests directing them to other Member States.

Article 87. Annual banking report.

1 credit institutions shall send to the Bank of Spain and publish annually, specifying by countries where they are established, the following information on the basis established for each exercise: to) designation, nature and location of the activity.

(b) turnover.

(c) number of employees full-time.

(d) result gross before taxes.

(e) taxes on the result.

(f) grants or public subsidies received.

2. the information referred to in the preceding paragraph will be published as an annex report of its financial statements audited in accordance with the rules governing Auditors and named annual banking report.

3. the entities will make public in its annual banking report, key indicators, the performance of its assets, which shall be calculated by dividing the net profit for the balance sheet total.

4. the Bank of Spain will have available these reports on its website.

Article 88. Information about participations in credit institutions.

Credit institutions shall make public, on terms to be determined by law, the participation of other credit entities, national or foreign, in its capital, and their participation in the capital of other credit institutions.

Title IV system sanctioning chapter I General provisions article 89. General provisions.

1 credit institutions, as well as who holds positions of management or in the same direction, violating rules of order and discipline shall incur administrative responsibility punishable pursuant to the provisions of this title.

Attributable to a credit institution and responsibility to management or direction of the same charges will be independent. Lack of initiation of disciplinary record or file, or dismissal of the initiated against a credit institution does not necessarily affect the liability they may incur charges of management or direction of the same, and vice versa.


2 administrative responsibility referred to in the preceding paragraph may also reach the natural or legal persons possessing a significant stake as provided in chapter III of title I, and those which, having Spanish nationality, to handle a credit institution from another Member State of the European Union, as well as those subject to the obligation established in article 17 notification. Responsibility will also reach people who hold positions of management or direction in the responsible entities.

3 bodies of direction of an entity are those who are empowered to set strategy, the objectives and the general orientation of the entity and that dealing with the monitoring and control of the process of decision-making of address, including those who direct effectively the entity.

They hold positions of management or direction in credit institutions, to the effects of the provisions of this title, its administrators or members of its colleges of administration, their Directors-General or the assimilated in the terms provided for in article 6.6.

4 the sanctioning regime provided for in this title shall also apply a: to) the branches open in Spain by foreign credit institutions.

(b) the natural or legal persons and its administrators of fact or law which contravenes the prohibitions referred to in article 3.

(c) financial holding companies, mixed financial holding companies and that have management or direction on the same charges.

(d) all other entities that provision in the legal system.

(((e) those third parties to which credit institutions or entities referred to in to), c) and (d)) have outsourced functions or operational activities.

5. the penalties provided for in this title shall apply without prejudice to the functions attributed to the European Central Bank, in accordance with the provisions in the Regulation (EU) No. 1024 / 2013, October 15, 2013.

Article 90. Competition for the instruction of records.

1 corresponds to the Bank of Spain competition for instruction and resolution of the records referred to in this title, and may impose sanctions on it described and the administrative measures which, in his case, proceed.

2. the Bank of Spain will reasoned notice to the Minister of economy and competitiveness of the imposition of penalties for very serious offences and, in any case, forward you with quarterly General information about processing procedures and the resolutions adopted.

Chapter II infringements article 91. Classification of offences.

Offences are classified as very serious, major and minor.

Article 92. Very serious offences.

They constitute very serious breaches: to) exercise with professional activity of receipt of deposits or other repayable funds from the public, as well as make use of reserved designations of credit institutions or others that might lead to confusion with them, without having been authorized as a credit institution.

b) perform the acts listed below, without permission when it is mandatory, without observing the basic conditions laid down therein, or having obtained the authorisation through false statements or other irregular means: 1 mergers or demergers involving credit institutions as well as the global transfer of assets or liabilities involved in which a credit institution.

2nd acquisition or transfer, directly or indirectly, of shares or other securities representing the capital, or of their political rights, foreign credit institutions, by Spanish credit institutions or by subsidiary or dominant entity of these.

3 distribution of reserves, expressed or concealed.

4th opening by Spanish credit institutions of branches abroad.

(c) to maintain for a period of six months a few less than the required resources to obtain authorisation as a credit institution.

(d) incurred by credit institutions or the consolidated group or financial conglomerate that belong in insufficient coverage of the requirements of resources required, where these are located below the 80 per cent of the minimum on the basis of the risks involved, or below the same percentage of required equity requirements, if any by the Bank of Spain to a certain entity, remaining in both cases in such a situation for a period of at least six months.

(e) exercise activities outside its legally determined exclusive object, unless it has a character merely occasional or isolated.

(f) conduct acts or operations prohibited by rules of order and discipline with the rank of law or regulations of the European Union with non-compliance with the requirements laid down therein, unless it has a character merely occasional or isolated.

(g) lack the accounting legally required or take it to essential irregularities that prevent knowing the patrimonial or financial situation of the financial conglomerate or consolidatable group or the entity to which they belong.

(h) breach the obligation to submit its annual accounts to audit accounts in accordance with the existing legislation on the subject.

(i) refuse or resist the action of the Bank of Spain in the exercise of the supervisory role, provided that mediate requirement expressly and in writing on the matter.

(j) does not refer to the competent administrative body How much data or documents need to be submitted required in the exercise of their functions, or refer them in incomplete or inaccurate, when with this way is difficult the assessment of the solvency or liquidity of the institution or the financial conglomerate or consolidatable group to which it belongs. For the purposes of this letter, means, also, as an absence of remission, the extemporaneous referral outside the period provided for in the corresponding rule or of the period granted by the competent authority when, in his case, the appropriate requirement.

Understood en_particular, included in this letter: 1 the lack of referral or incomplete or inaccurate remission of: i) the data referred to in article 101 of Regulation (EU) No. 575/2013, 26 June.

(ii) the information on major risks, in breach of this Article 394.1 of Regulation (EU) No. 575/2013, 26 June.

(iii) information on compliance with the obligation to maintain own resources established in article 92 of the regulation 575/2013, 26 June, thus in breach of article 99.1 of the regulation.

(iv) information on liquidity, thereby breaching paragraphs 1 and 2 of article 415 of Regulation (EU) No. 575/2013, 26 June.

(v) information on the leverage ratio, thereby breaching article 430.1 of Regulation (EU) No. 575/2013, 26 June.

(2nd non-communication or communication incomplete or inaccurate the following information, provided that their size or for the delay in delivery, such breaches can be estimated as especially relevant: i) to submit periodic financial information.

(ii) the data declared to the Central of risk information.

(k) breach of the duty of information accuracy due to its partners, financial partners, customers and the public in general, as well as breach of the duty of confidentiality on the data received from the Central of risk information, their use for purposes other than those provided for in the regulations for the same, or the request for reports on holding people of risks outside the cases expressly authorized in the above rules. All except that, by the number of people affected or the importance of the information, such breaches can be estimated little relevant.

(l) the grave breaches, when to commit them they had committed fraudulent acts or used physical or legal persons interposed.

(m) acquire directly or indirectly a significant participation in a credit institution increase, direct or indirectly such participation, in such a way that the proportion of the voting rights or of owned capital is equal to or greater than the thresholds indicated in article 17, in breach of the provisions of chapter III of title I, and in particular, the duty of notification to the Bank of Spain.

(n) yield directly or indirectly a meaningful participation in a credit institution, or reduce it, in such a way that the proportion of the voting rights or of owned capital is less than the thresholds referred to in article 16, in breach of the provisions of article 21.

(n) endanger the sound and prudent management of a credit institution using the influence exerted by the holder of a significant stake.

(o) introduce the credit institution or financial conglomerate or consolidatable group to which it belongs, deficiencies in its organizational structure, its mechanisms of internal control or its administrative and accounting procedures including those relating to the management and control of risks, when such deficiencies endanger the solvency or viability of the institution or of the financial conglomerate or consolidatable group to which belongs.

(p) breaching the specific policies which, with particular character, have been demanded by the Bank of Spain to an entity determined in terms of mattresses of capital, supplies, treatment of assets or reducing the risk inherent in their activities, products or systems, when the concerned policies not taken within the term and conditions set for that purpose by the Bank of Spain and failure to endanger its solvency or viability of the institution.


(q) breaking the restrictions or limitations imposed by the Bank of Spain with respect to the business, operations or network of a particular entity.

((r) does not refer to the Bank of Spain by the managers of a credit institution the plan of return to compliance with the solvency rules required under article 68.2 c) or plans of action or restructuring referred to in law 9/2012, of 14 November, when it is coming. Means that there is a lack of remission when the deadline had passed for it, from the time that administrators knew or must have known that the entity was in any of the conditions determining the existence of such an obligation.

(s) assume an exposure exceeding the limits established in Article 395 of the Regulation (EU) No. 575/2013, 26 June.

t) take on exposure to credit risk in a position of securitisation that does not satisfy the conditions laid down in article 405 of Regulation (EU) No. 575/2013, 26 June.

(u) make payments to the holders of the instruments included in own resources leading to non-compliance with the requirements of level I ordinary capital capital level additional I, Tier II capital or capital cushion levels established under this law or regulation (EU) No. 575/2013, 26 June.

(v) not to publish the required information in breach of this paragraphs 1, 2 and 3 of article 431 or article 451.1 of Regulation (EU) No. 575/2013, 26 June, as well as the publication of such incomplete or inaccurate information.

(w) breaching the requirements of suitability by the members of the managing bodies, Directors General or assimilated and others who play key positions for the development of the activity of the credit institution, when the Bank of Spain to appreciate the existence of a breach of these requirements, which is not rectified after the referral of the corresponding requirement; as well as breaking other rules of corporate governance and policy of remuneration provided for in chapter V of title I, when deemed particularly significant non-compliance in view of the financial importance of broken concrete rules or the economic situation of the entity.

(x) exert acts or operations with non-dictated compliance on the basis of article 5, provided that the number of people affected, the repetition of the conduct or effects on customer confidence and the stability of the financial system, such breaches can be estimated as especially relevant.

and) serious offences when during the five years prior to his Commission had been imposed on the credit firm administrative sanction institution by the same type of infringement.

Article 93. Grave breaches.

They constitute serious offences: to) carry out acts or operations without authorization when this is mandatory, without observing the same basic conditions, or having obtained the authorisation through false statements or other medium irregular, provided that this does not mean the Commission of an offence very grave in accordance with the provisions of the preceding article.

b) not present communication, where it is mandatory, in the cases listed in point (b)) Article 92 and in cases in which the same relates to the composition of the bodies of administration of the entity or the composition of its shareholders.

(c) exercise in a way merely occasional or isolated activities beyond their legally given sole object.

(d) exercise merely occasional or isolated acts or operations prohibited by rules of order and discipline with the rank of law or established in regulations of the European Union, or failure to comply with the requirements laid down in the same way.

(e) conduct acts or operations prohibited by regulations of order and discipline or failure to comply with the requirements laid down therein, unless it has occasional or isolated character.

(f) exercise acts or operations with non-dictated compliance on the basis of article 5, provided that this does not mean the Commission of a serious offence in accordance with the provisions of the preceding article, unless it has occasional or isolated character.

(g) incurred by credit institutions or financial consolidatable or conglomerate group to which they belong in an insufficient coverage of the requirements of own resources established in the rules of solvency or required, where appropriate, by the Bank of Spain to an entity set, remaining in such a situation for a period of at least six months, provided that this does not mean the Commission of an offence very serious in accordance with the provisions of the preceding article.

(h) breach the regulations in terms of limits of risk or any other imposed limitations, quantitative, absolute or relative to the volume of certain active or passive operations, provided that this does not mean the Commission of a serious offence in accordance with the provisions of the preceding article.

(i) breach of the obligation to maintain liquid assets established in article 412 of Regulation (EU) No. 575/2013, 26 June.

(j) breach the conditions and requirements of the relevant regulations in credit operations benefiting from subsidy of interest or other public subsidies.

(k) provide insufficient obligatory reserves and provisions for credit losses or funds or compensatory amounts required by the accounting regulations for the coverage of other assets or contingencies.

(l) does not refer to the competent administrative authority data or documents that must be submitted or that it requires in the exercise of its functions, or its referral incomplete or inaccurate, unless it involves the Commission of a serious offence. For the purposes of this letter means, also, as lack of referral, the extemporaneous referral outside the period provided for in the corresponding rule or of the period granted by the competent authority when, in his case, the appropriate requirement.

(m) not inform managers General meeting or Assembly those events or circumstances whose communication to it has been ordered by administrative organ empowered to do so, provided that this does not entail a violation very serious in accordance with the provisions of the preceding article.

(n) breach the duty of information accuracy due to its partners, financial partners, customers and the public in general, as well as breaching the duty of confidentiality on the data received from the Central of risk information, their use for purposes other than those provided for in the rules governing it, or the request for reports on holding people of risks outside the cases expressly authorized in the Act , provided that this does not pose a very serious infringement in accordance with the provisions of the preceding article.

(n) to perform fraudulent acts or use of natural or legal persons raised in order to achieve a result contrary to the rules of discipline and solvency, provided that this does not pose a very serious infringement in accordance with the provisions of the preceding article.

(o) breach rules on posting of operations and preparation of the financial statements of compulsory communication to the competent administrative authority.

p) present the credit institution, or the consolidatable or conglomerate financial group to which it belongs, deficiencies in its organizational structure, its mechanisms of internal control or its administrative and accounting procedures including those relating to the management and control of the risks and provided that this does not pose a very serious infringement in accordance with the provisions of the preceding article.

(q) manage or direct credit people who do not exercise a charge of this nature right in them.

(r) breaching policies specific with particular character, have been demanded by the Bank of Spain to an entity determined in terms of supplies, treatment of assets or reducing the risk inherent in their activities, products or systems, when such policies have not adopted within the period fixed by the Bank of Spain to the effect and provided that this does not entail a violation very serious in accordance with the provisions of the preceding article.

(s) do not exist or present a malfunction departments or services to the customer, in the latter case, once, once the period granted for that purpose by the Bank of Spain, has not proceeded to rectify the deficiencies identified by this.

(t) breaching the requirements of suitability by the members of the managing bodies, Directors General or assimilated and others who play key positions for the development of the activity of the credit institution; as well as other rules of corporate governance and policy of remuneration provided for in chapter V of title I, when, in both cases, provided that this does not pose a very serious infringement in accordance with the provisions of the preceding article.

(u) incurring minor offences, when during the two years prior to its Commission, had been imposed on the credit firm administrative sanction institution by the same type of infringement.

Article 94. Minor offences.


They constitute minor offences failure to comply with precepts of forced observance for credit institutions covered by standards of management or discipline that do not constitute serious or very serious violation in accordance with the provisions of the preceding two articles.

Article 95. Prescription of infringements and sanctions.

1. very serious breaches will prescribe the five years, the major four years and the minor at age two.

2. the period of limitation shall run from the date that the offence had been committed. Infringements arising from continuing an activity or omission, the starting date of the computation will be the completion of activity or the last act with which the infringement is consumed.

3. the prescription is interrupted by the initiation, with knowledge of the data subject, the sanctioning procedure, resuming the deadline if the record remained paralyzed for six months for reasons not imputable to those against whom it is directed.

Not mean that there is stagnation for the purposes of the provisions in the preceding paragraph, where it occurs as a result of the adoption of an agreement for suspension of the proceedings on the basis of provisions of article 117.

4. the prescription of the sanctions regime will be provided for in law 30/1992, of 26 November, legal regime of public administrations and common administrative procedure.

Chapter III sanctions Article 96. Sanctions.

1. the Commission of the offences referred to in the previous articles will result in the imposition of the sanctions provided for in this chapter.

2. the sanctions imposed, as well as any appeal against them and the results of these resources, must be communicated to the European banking authority.

3. except forecast to the contrary, sanctions regulated in the following articles shall apply to the subjects mentioned in article 89.4 and office of administration or management, as appropriate. Holders of significant shareholdings or persons subject to the obligation referred to in article 17 which committed very serious offences as provided for in this law shall be punished in accordance with the provisions of article 97, sanctioning their positions of management or direction in accordance with the provisions of article 100.

Article 97. Penalties for the Commission of serious offences.

1 by the Commission of very serious offences shall be liable to the infringing credit institution, one or more of the following sanctions: to) fine, which may be, in the opinion of the competent body to resolve: 1 between three and five times the amount of the benefit derived from the infringement, when such benefits can be quantified; or total annual 2nd between 5% and 10% of the net turnover, including gross income from interests to perceive and related income, the income from shares and other fixed or variable income securities and commissions or brokerages to charge that carried the State in the previous year; or fine of between 5,000,000 and 10,000,000 euros, if that percentage is less than this figure.

The infringing entity is a subsidiary of another company, they shall be considered, for purposes of determining the amount of the fine, the own resources of the parent company in the preceding financial year.

(b) revocation of the authorization of the entity.

In the case of branches of credit institutions authorised in another Member State of the European Union, the sanction of revocation of authorization means substituted for bans to start new operations in Spanish territory.

2 in addition to the sanctions provided for in the preceding paragraph, the following accessory measures may be imposed: to) request the offender so that put an end to their behavior and refrain from repeating it.

(b) suspension of the voting rights of the shareholder or shareholders liable in cases of Commission of very serious offences arising from failure to comply with the requirements of authorization and those applicable to the acquisition of significant shareholdings.

(c) public reprimand with publication in the "Official Gazette" of the identity of the offender, the nature of the offence and the sanctions imposed.

Article 98. Penalties for the Commission of serious offences.

1 by the Commission of serious offences will be imposed to the credit institution a fine which may be, in the opinion of the competent body to solve: to) between double and triple the amount of the benefit derived from the infringement, when such benefits can be quantified; or (b) of between 3% and 5% of the annual net turnover total, including gross income from interests to perceive and related income, the income from shares and other fixed or variable income securities and commissions or brokerages to charge that carried the State in the previous year; or fine of between 2,000,000 and 5,000,000 euros, if that percentage is less than this figure.

When the infringing entity is a subsidiary of a parent undertaking, they will taken into consideration, for the purposes of determining the amount of the fine, the own resources of the parent company in the preceding financial year.

2 in addition to the sanctions provided for in the preceding paragraph, the following accessory measures may be imposed: to) request the offender so that put an end to their behavior and refrain from repeating it.

(b) public reprimand with publication in the "Official Gazette" of the identity of the offender and the nature of the violation, and penalties or accessory measures imposed; or private reprimand.

Article 99. Penalties for the Commission of minor offences.

1 by the Committee on minor offences shall be the credit institution a fine which may be, in the opinion of the competent body to solve: to) between double and triple the amount of the benefit derived from the infringement, when such benefits can be quantified; or (b) between 0.5% and 1% of the annual net turnover total, including gross income from interests to perceive and related income, the income from shares and other fixed or variable income securities and commissions or brokerages to charge that carried the State in the previous year; or fine of € 100,000 to 1,000,000 euros, if that percentage is less than this figure.

The infringing entity is a subsidiary of a parent undertaking, they shall be considered, for purposes of determining the fine, the own resources of the parent company in the preceding financial year.

2 in addition to the sanctions provided for in the preceding paragraph, the following accessory measures may be imposed: to) request the offender so that put an end to their behavior and refrain from repeating it.

(b) private admonishment.

Article 100. Sanctions that exercising direction or management charges for the Commission of serious offences.

1 regardless of the sanctions, where appropriate, appropriate oblige credit institution from infringement by the Commission of very serious offences, they may impose one or more of the following sanctions to those who, exercising positions of management or direction, in fact or in law, in the same, are liable for the infringement: to) fine each for an amount of up to EUR 5,000,000.

(b) suspension in the exercise of the office of administration or direction in the credit institution for a period not exceeding three years.

(c) separation of the charge with the credit institution, with disqualification for positions of management or direction in the same credit institution for a maximum period of five years.

(d) disqualification for positions of management or direction in any entity credit or financial sector, with separation, where appropriate, the office of administration or address the offender occupy in a credit institution, by not later than ten years.

2 in addition to the sanctions provided for in the preceding paragraph, the following accessory measures may be imposed: to) request the offender so that put an end to their behavior and refrain from repeating it.

(b) public reprimand with publication in the "Official Gazette" of the identity of the offender, the nature of the offence and sanctions or measures imposed by.

Article 101. Sanctions that exercising direction or management charges for the Commission of serious offences.

1 regardless of the sanctions, where appropriate, appropriate to impose on a credit institution violating the Commission of serious offences, they may impose one or more of the following sanctions to those who, exercising positions of management or direction, in fact or in law, in the same, are liable for the infringement: to) fine each for up to 2,500,000 euros.

(b) suspension in the exercise of the office by not later than one year.

(c) separation of the charge, with disqualification for positions of management or direction in the same credit institution for a maximum period of two years.

(d) disqualification for positions of management or direction in any entity credit or financial sector, with separation, where appropriate, the office of administration or direction that the offender in a credit institution, by a period not exceeding five years.

2 in addition to the sanctions provided for in the preceding paragraph, the following accessory measures may be imposed: to) request the offender so that put an end to their behavior and refrain from repeating it.


(b) public reprimand with publication in the "Official Gazette" of the identity of the offender, the nature of the offence and sanctions or measures imposed by.

Article 102. Sanctions that exercising direction or management charges by the Commission of minor offences.

1 regardless of the sanctions, where appropriate, appropriate to impose on a credit institution violating the Commission of minor offences, they may impose one or more of the following sanctions to those who, exercising positions of management or direction, in fact or in law, in the same, are liable for the infringement: to) fine each for up to 500,000 euros.

(b) private admonishment.

2. in addition to the sanctions provided for in the preceding paragraph, you may be required to the offender that put an end to their behavior and refrain from repeating it.

Article 103. Criteria for the determination of penalties.

The penalties in each case by the Commission of very serious, serious or minor offences shall be determined on the basis of the following criteria: to) the nature and entity of the infringement.

(b) the degree of responsibility in the events.

(c) the severity and duration of the infringement.

(d) the importance of the profits or avoided losses, if any, as a result of the acts or omissions constituting the offence.

(e) the financial soundness of the legal person responsible for the infringement reflected, among other objetivables elements in the total turnover of the legal person liable.

(f) the financial soundness of the natural person responsible for the infringement reflected, among other objetivables elements, the annual income of the responsible natural person.

(g) the adverse consequences of the facts for the financial system or the economy.

(h) the correction of the violation on the own initiative of the offender.

(i) the repair of damages caused.

(j) the losses caused to third parties by the infringement.

(k) the level of cooperation with the competent authority.

(l) the systemic consequences of the offence.

(m) the level of representation that the offender holds in the infringing entity.

(n) in the case of insufficient own resources, the objective difficulties that may have crowded to achieve or maintain the level legally required.

(n) the previous conduct of the offender in relation to standards of ordination and discipline which apply to you, assisting firm sanctions that had been imposed, during the last five years.

Article 104. Responsibility for the positions of management or direction.

1 who exert on the credit institution charges for Administration or address shall be liable for infringements when these are attributable to fraudulent or negligent conduct.

2 shall not be held responsible for breaches its administrators or members of its administration, to the following bodies: to) who are part of governing bodies had not assisted by reason to the relevant meetings, had voted against or expressly saved his vote in relation to the decisions or agreements which had given rise to violations.

(b) when are such violations exclusively attributable to executive committees, members of the Board of Directors with executive functions, Directors General or similar bodies, or other persons with executive functions in the entity.

Article 105. Responsibility of the consolidated groups of credit institutions.

1. when violations typified in articles 92, 93 and 94 relating to obligations of the consolidated groups of credit institutions, it shall be punished the obliged entity and, if necessary, to its directors and management.

Also when such offences relate to the obligations of financial conglomerates, the punitive measures provided for in this law shall apply to the obliged entity when this is a credit institution or a mixed financial portfolio, provided that in the latter case corresponds to the Bank of Spain play the role of coordinator of the supplementary supervision of the financial conglomerate. The measures concerned infringement may impose, if necessary, to the directors and management of the obliged entity.

2 If the sanction that corresponds to applying the revocation of the authorization provided for in article 97.1. b) and the head of the consolidated Group financial institution did not have the status of credit institution, the sanction of forced dissolution with opening of the liquidation period shall be liable to the.

3 when, under provisions in the two preceding paragraphs or by virtue of the provisions of article 92.b) 2nd appropriate sanctions to individuals or entities who do not have the status of credit institutions, shall apply for this purpose, provisions, this law for entities that do have such status , without prejudice to the provisions of the preceding paragraph.

Article 106. Temporary appointment of members of the Board of Directors.

In the event that, by the number and position of those affected by the sanctions of suspension or separation, it is strictly necessary to ensure continuity in the management of the credit institution, the Bank of Spain may order the appointment, on a provisional basis, of the members that are required so that the Board of Directors may adopt agreements or of one or more administrators specifying its functions. Such persons shall serve in their positions until, by the competent authority of the credit institution, which shall convene immediate mode, the corresponding appointments are provided and take possession the designated, if necessary, until the period of suspension.

Chapter IV rules of procedure section 107. Procedure for the imposition of sanctions.

1. the imposition of the sanctions provided for in this law will be made in accordance with the procedure and the principles laid down in the law 30/1992, of 26 November, legal regime of public administrations and common administrative procedure, with the specialties that are collected in the following articles, and provisions that develop it.

2. the sanctions which, in his case, correspond both to credit institutions as those who exercise administration charges or address them be imposed, provided that it was possible, in a single resolution, result a unique disciplinary procedure.

Article 108. Procedure applicable in the case of minor offences.

In the case of minor offences, the sanction may be imposed upon the procedure simplified, being only mandatory hearing of the interested entity and corresponding address or administration charges.

Article 109. Appointment of instructors or Deputy Secretaries.

In the agreement itself for initiation of the procedure, or along the same, may appoint trainers or Deputy Secretaries if the complexity of the file thus advises it. Accompanying teachers will act under the direction of the instructor.

Article 110. Examination of evidence.

Answered the statement of objections, the instructor may agree, ex officio or at the request of interested parties formulated in its claims to the mentioned statement, practice the further evidence as it deems necessary.

Article 111. Provisional measures.

1. before of the initiation of the procedure, and provided that reasons of urgency, the Bank of Spain, ex officio or at the request of a party, may adopt interim measures it deems necessary to ensure the proper exercise of its supervisory role and ensure the effectiveness of the resolution which, in his case, could dictate. These measures should be confirmed, modified, or raised on the agreement of the initiation of the disciplinary procedure.

2. Likewise, the body competent to initiate proceedings may adopt, by means of reasoned agreement, provisional measures which are necessary to ensure the effectiveness of the resolution which might fall, the good end of the procedure, avoid the maintenance of the effects of the infringement and the demands of the general interest.

3. the body that had adopted provisional measures available, if of the same nature and the circumstances of the case make appropriate it, the publication of those, as provided for in article 60 of the law 30/1992, of 26 November, legal regime of public administrations and common administrative procedure and its registration in the public records that corresponds especially in the case of your recipient does not fulfill them voluntarily.

4 interim measures that may be taken include the suspension of the activity of the alleged infringer, or any other that is considered, provided that it is advisable for the protection of the financial system or the economic interests involved.

Article 112. Temporary suspension of persons who hold positions of management or direction.

1. in the agreement of initiation of record or during the processing of the same, it may be provided provisional suspension in the exercise of their functions of persons who hold positions of management or direction in the credit institution, appear as alleged perpetrators of very serious offences, provided that it is advisable for the protection of the financial system or the economic interests involved. This suspension shall be entered in the register and other records where appropriate.


2 provisional suspension, except in case of stoppage of record attributable to the party concerned, will have a maximum duration of six months, and may be raised at any time ex officio or at the request of him.

3. the time that lasts the provisional suspension will be calculated for the purposes of compliance with the sanctions of suspension.

4 will be applicable to the planned provisional suspension in this article the provisions of article 106 concerning the temporary appointment of members of the Board of Directors.

Article 113. Enforceability of sanctions and administrative challenge.

1. the sanctions imposed in accordance with this law shall not insofar as they have not put an end to the administrative procedure.

2. resolutions of the Bank of Spain that put an end to the sanctioning procedure shall be appealable in appeal before the Minister of economy and competitiveness, pursuant to the provisions of articles 114 and 115 of the law 30/1992, of November 26, legal regime of public administrations and common administrative procedure.

Article 114. Consisting of fine sanctions.

1 where the sanction consists of fine amount must be entered in Treasury.

2 If the sanction referred to in the preceding paragraph is not accomplished within the period which is designated, may claim at via Executive in accordance with the rules of procedure that are applicable.

Article 115. Advertising of the sanctions.

1. the imposition of sanctions, with the exception of the private reprimand, shall be recorded in the administrative records of entities of credit and high charges that apply.

2. the sanctions of suspension, separation and separation with disqualification, once are Executive, shall be noted, in addition, in the register and, where appropriate, in the register of cooperatives.

3. the appointment of members of the organ of administration or interim managers referred to in article 106, shall be recorded also in the corresponding registers.

4. once the sanctions imposed to the credit institution or who engaged in positions of management or direction in the same are Executive will be communicated in the next Board or General Assembly to be held.

5. the penalties for very serious offences will be published in the «Official Gazette» once they are firm in administrative proceedings. Subject to publication will also be of public reprimand. For remaining sanctions for serious infringements, the Bank of Spain available publication in the «Official Gazette» once they acquire firmness in administrative proceedings.

6. without prejudice to data protection rules, sanctions and warnings for serious and very serious offences should also be published on the website of the Bank of Spain, within a maximum period of 15 working days since the sanction or admonition is firm in administrative channels, with information about the type and nature of the breach and the identity of the natural person or legal envelope falling sanction or admonition. This information must remain on the website during the next five years.

The Bank of Spain may agree that the sanction be published keeping confidential the identity of the individuals sanctioned in any of the following circumstances: to) when the sanction is imposed to a natural person and, after a preliminary assessment, the publication of personal data is to be disproportionate.

(b) when could the publication endanger the stability of the financial markets or an ongoing criminal investigation.

(c) when could the publication cause damage disproportionate to entities or individuals involved, to the extent that damage can be determined.

7. in the event that posted sanction has been appealed in administrative or jurisdictional via, the Bank of Spain will publish, without delay, information on the status of processing of the resource and the result of it.

Article 116. Notification of violations.

Credit institutions must have appropriate procedures so that employees can report violations at internal level through a specific, autonomous, and independent channel. These procedures shall ensure the confidentiality of both the person who reported the infractions and persons allegedly liable for the infringement.

Also, entities shall ensure the protection of employees reporting of offences committed in the State against retaliation, discrimination and unfair treatment of any other.

Article 117. Concurrent with criminal proceedings.

The exercise of the powers to impose penalties referred to in this title shall be independent of any concurrence of offences or criminal misconduct. However, when it is prosecuting criminal proceedings for the same facts or others whose separation of punishable acts pursuant to this title is not possible rationally, the administrative procedure shall be suspended for them until justifiably strong judicial authority ruling. Resumed, in his case, the procedure, resolution issued shall comply with the appreciation of the facts that contains this statement.

Article 118. Remission of memory of punitive actions to the Cortes Generales.

The Bank of Spain sent annually to the Cortes Generales a report of actions that have given rise to very serious sanctions.

First additional provision. Requirements for computation of the preferred shares for the purposes of rules of solvency and fiscal rules applicable to them as well as certain debt instruments.

1. the preferred shares will be considered tier 1 capital additional to the purposes specified in the Regulation (EU) 575/2013, 26 June, provided that they comply with the conditions laid down in Chapter 3 of title I of the second part or Chapter 2 of title I of the tenth part of this regulation.

2 a preference shares which satisfy the conditions described in the previous section will be of application the taxation provided for in paragraphs 3 and 4 of this additional provision when they meet the following additional requirements: to) be issued by a Spanish credit institution or by a corporation resident in Spain or in a territory of the European Union do not have the status of tax haven, whose voting rights apply in its entirety directly or indirectly to a Spanish credit institution and whose activities or objects exclusive is the issuance of preference shares.

((b) in the case of emissions carried out by a subsidiary of those provided for in the letter to), obtained resources must be invested in full, minus charges of issuing and managing, and permanently, with the dominant of the subsidiary station credit institution, so there is directly related to risks and financial situation of the entity key credit and your group or subgroup consolidatable belongs.

(c) not grant political rights holders, except in the exceptional cases that settle down in the respective conditions of issuance.

(d) not grant rights of pre-emption with respect to future new issues.

(e) trading on regulated markets, multilateral trading systems or other organised markets.

f) the initial public offering has to have a section exclusively aimed at professional customers of at least 50 per cent of total emissions, while the total number of such investors can be less than 50, and without having to apply to this case as provided for in article 78 bis.3.e) of law 24/1988 , of 28 July, the stock market.

(g) in the case of emissions from entities that non-listed companies, in terms of article 495 of the text revised of the law societies of Capital, approved by Royal Legislative Decree 1/2010 of 2 July, the minimal unitary nominal value of preference shares will be 100,000 euros and in the case of the remaining emissions the minimum unitary nominal value of preference shares will be 25,000 euros.

3 the tax regime of preference shares issued in accordance with the provisions of the preceding paragraph shall be as follows: to) their remuneration will be considered deductible expense to the issuer.

(b) the income from the preferred shares will qualify as results achieved by the assignment to third parties of own capital in accordance with article 25.2 of law 35/2006 of 28 November, personal income tax and partial amendment of the tax laws tax, non-resident income and on capital.

((c) in the case of emissions carried out by a subsidiary, shall not be subject to any retention the returns generated by the resources obtained in the dominant credit institution, deposit being application, in your case, the exemption established in article 14.1. f) of the text revised the law of tax on income of non-residents approved by Royal Legislative Decree 5/2004, of 5 March.

(d) income derived from preference shares obtained by taxable persons of the tax on the income of non-residents without a permanent establishment shall be exempt from the tax on the same terms established for income derived from public debt in article 14 of the text revised from the law of tax on income of non-residents, approved by Royal Legislative Decree 5/2004 , March 5.


(e) the operations arising from the issuance of preferred shares shall be exempt from the mode of corporate operations of transfer and stamp tax.

4. the dominant lender of a group or subgroup consolidatable of credit institutions shall be obliged to inform the tax administration and the institutions responsible for financial supervision, in the form in which is statutorily established, of the activities carried out by the subsidiaries referred to in paragraph 2.a) this additional provision and the identity of the taxpayers of the tax on the income of physical persons and subjects liabilities of the corporation tax, who are holders of securities issued by them, as well as the taxpayers of the tax on the income of non-residents who obtain income from such values through a permanent establishment situated in Spanish territory.

(5 in this additional provision shall also apply in cases in which the parent referred to in paragraph 2.a) is an institution that is governed by the law of another State.

6 the regime laid down in paragraphs 3 and 4 shall also apply to instruments of debt emissions carried out by credit institutions which comply with the requirements provided for in the letters to), b), c), d) and e) of paragraph 2. On these assumptions, activity or objects exclusive referred to in the letter to) of paragraph 2 shall cover both the issuance of preference shares and the issuance of other financial instruments.

Will also be applicable regime laid down in paragraphs 3 and 4 to the values listed in regulated markets, multilateral trading systems or other markets organized and issued by mortgage securitisation funds, regulated by law 19/1992 of 7 July, about regime of companies and real estate investment funds and mortgage securitisation funds , and funds of securitization of assets covered by the provision additional fifth of law 3/1994, of 14 April, which adapt Spanish legislation in the field of credit institutions to the second banking coordination directive and introduces other amendments relating to the financial system.

7. the tax regime laid down in paragraphs 3 and 4 shall be applicable also to the preference shares issued by listed entities that are not credit or by a company resident in Spain or in a territory of the European Union, which has no consideration of tax haven, and whose voting rights apply in full, direct or indirectly , listed entities which are not credit. In these cases, the preferred shares must comply with the following requirements: a) under letters b), c), d), e), f) and g) of paragraph 2;

(b) that has been issued and paid up;

(c) that has not been purchased by the issuer or its affiliates, or by an entity in which the CA owns a stake, in the form of direct or indirect ownership of 20% or more of the voting rights or of the capital;

(d) that your purchase has not been funded directly or indirectly by the CA;

(e) shall they be, for the purposes of the order of priority of credits, immediately behind all creditors, subordinated or not, of the issuer or of the dominant group or subgroup consolidatable and ahead of ordinary shareholders;

((((((f) are not guaranteed or covered by a guarantee which improve the priority of the credit in the event of insolvency or liquidation by any of the following entities: i) the entity or its subsidiaries, ii) the parent undertaking of the company or its subsidiaries, iii) any company that maintains close ties with the entities referred to in subparagraphs i) and ii) earlier. For this purpose, you will appreciate the presence of close links in accordance with the provisions of article 4.1.38 of the Regulation (EU) 575/2013, 26 June;

(g) are not subject to any agreement, whether in contract or otherwise, to raise the priority of receivables arising from the preferred shares in the event of insolvency or liquidation;

(h) that they are perpetual character and the provisions governing them does not provide incentives of the entity to repay them;

(i) that, if the relevant provisions regulating them provide for one or more purchase options, the exercise of these options depend exclusively on the will of the issuer;

(j) that it cannot be refunded or repurchased only from the fifth year from the date of disbursement;

((((k) for the remuneration of shares to their holders must concur the following conditions: i) that should be paid with charge to split distributable, ii) that their level does not change based on the credit quality of CA or its parent company, iii) that the provisions governing instruments grant the full entity discretion at any time to cancel payments of fees for indefinite period and no cumulative effects ((, and the entity may use these payments cancelled without restriction to meet their obligations as they reach maturity, iv) cancellation of the payment of fees not considered as non-payment of CA, v) which the cancellation of the payment of fees does not behave any restriction to the authority, in accordance with the provisions of article 53 of Regulation (EU) 575/2013 , 26 June.

(l) in the case where the entity issuing, or parent, or your group or subgroup consolidatable, present significant accounting losses or a relevant drop of its own funds, the conditions of issuance of preference shares must establish a mechanism to ensure the participation of the holders in the absorption of current or future losses, and which do not undermine any recapitalization processes either by converting shares into ordinary shares of CA or matrix, already through the reduction of its nominal value.

8. the tax regime laid down in paragraphs 3 and 4 shall apply also to debt instruments issued by companies resident in Spain or public business entities. In these cases, debt instruments shall comply with the requirements provided for in the letters c), d) and e) of paragraph 2.

Additionally, this tax regime shall apply to debt instruments issued by a company resident in a territory of the European Union, which has no consideration of tax haven, and whose voting rights apply in its entirety, directly or indirectly, to entities resident in Spain referred to in the preceding paragraph. In these cases, debt instruments shall comply with the requirements laid down in points b), c), d) and e) of paragraph 2.

9. to emissions of debt instruments that paragraphs 6 and 8 refer them shall not apply the limitation imposed, for reasons of capital and reserves, in articles 405 and 411 of the text revised law of societies of Capital, approved by Royal Legislative Decree 1/2010, of 2 July.

Second additional provision. Limitations on the issuance of obligations.

It shall apply to credit institutions, provisions of article 510 of the text revised of the law societies of Capital, approved by Royal Legislative Decree 1/2010, of 2 July.

Third additional provision. Of leasing operations.

1 shall be regarded as finance leases those contracts which have as their sole object the assignment of the use of movable or immovable property, purchased for this purpose according to the specifications of the future user, in Exchange for a consideration consisting of periodic payment of fees. Goods object of assignment shall be affected by the user only to their agricultural, fishing, industrial, commercial, artisan, holdings of services and professionals. Financial lease will necessarily include a purchase option, at its end, on behalf of the user.

When for any reason the user does not reach to acquire the good object of the contract, the lessor may assign it to a new user, without that the principle established in the preceding paragraph is deemed to be violated by the circumstance of not having been acquired good according to the specifications of the new user.

2 with complementary nature, entities carrying out of leasing operations can also perform the following activities: to) activities for maintenance and conservation of transferred assets.

(b) grant funding on a leasing business, current or future operation.

(c) liaising and management of leasing operations.

(d) activities not leasing, which may complement or not with a buy option.

(e) advise and prepare business reports.

Fourth additional provision. Supervision of entities not registered in administrative records.

1. in relation to natural or legal persons who, without being registered in some legally envisaged administrative registers for institutions of a financial nature, offered to the public financial operations of asset or liability or the provision of financial services, anyone that is your nature, it empowers the Ministry of economy and competitiveness, of its own motion or at the request of the Bank of Spain or any other authority , to:


(a) request them, by Yes or through the Bank of Spain, supply any information, accounting or otherwise, concerning their financial activities, with the level of detail and periodicity as may be convenient.

b) conduct, itself or through the Bank of Spain, inspections deemed necessary to clarify any aspect of the financial activities of such persons or entities and its adaptation to the legal order or confirm the veracity of information that referred to earlier.

2 the lack of provision of the information requested pursuant to paragraph 1.a) earlier in the term that is established or that should be given effect, the lack of accuracy in the information provided and the refusal or resistance to inspectors activities referred to in paragraph 1.b), are considered very serious offences for the purposes of the provisions of title IV. The penalties provided for in title IV relating to these offences may be imposed every one of the times that is not supplied in time cited information or there is refusal or resistance to inspectors activities mentioned.

Fifth additional provision. Legal regime of the institutional systems of protection.

1. the Bank of Spain may be exempt from compliance with individual requirements laid down in the second to eighth of Regulation (EU) Parties No. 575/2013, of 26 June, to credit institutions that are integrated into an institutional system of protection where such a system is through a contractual agreement between several credit institutions complying with the requirements laid down in article 10 of that regulation and with the following (: a) that there is a central entity that determined with binding policies and business strategies, as well as the levels and measures of internal control and risk management. This central entity will be responsible for meeting regulatory requirements on a consolidated basis of the institutional system of protection.

(b) that the above-mentioned central entity is one of members of the institutional protection system credit institutions or another credit institution owned by all of them and to also form part of the system.

(c) that the contractual agreement which provides the institutional protection system contains a mutual commitment to solvency and liquidity among entities of the system that will reach all of Les ressources propres Computable for each one of them in regards to the support of solvency. The commitment to mutual support will include necessary forecasts so that the support among its members is carried out through immediately available funds.

(d) members of the institutional protection system entities in common put all of its results, which are distributed in proportion to the participation of each of them in the system.

(e) that the contractual agreement established that entities should remain in the system a minimum period of 10 years, and forewarning with at least 2 years prior his desire to abandon it once elapsed time.

In addition, the agreement must include a regime of penalties by low that reinforces the permanence and stability of the entities in the institutional system of protection.

(f) that in the opinion of the Bank of Spain met the requirements laid down in the rules on own resources of financial institutions to assign a risk weighting of 0% to exposures that the members of the institutional protection system with each other.

2 it will be up to the Bank of Spain check the above requirements for the purposes of this provision.

3. with prior to the abandonment of an institutional system of protection by any of the entities that compose it, the Bank of Spain will assess both the individual viability of the entity who intends to leave the system as that of the latter and the rest of participants after the so-called disengagement.

When institutions integrated as envisaged in this provision are savings banks, the central entity will have the nature of Corporation and will be controlled jointly by all of them, in the terms of article 42 of the code of Commerce.

Sixth additional provision. References to the repealed regulations.

References that legislation made to repealed rules in accordance with provisions on the repeal provision, shall be made to the corresponding provisions of this Act.

Seventh additional provision. Shares and financial year.

1. the capital of the credit institution which shall take the form of joint-stock company shall be, in any case, represented by shares.

2. the credit institutions will adjust fiscal year to the calendar year.

The eighth additional provision. Legal regime of the official credit Institute.

The official credit Institute will for all purposes of consideration of credit institution, with characteristics provided for in specific legislation.

In particular, as provided in this law, will you apply titles II, III and IV, with exceptions to be determined according to the rules, and the provisions relating to duty of confidentiality of information.

Ninth additional provision. Management regime and discipline of the reciprocal guarantee companies.

1. the reciprocal guarantee companies and Rebonding societies, as well as those who have in them charges of administration or management, that violate standards of management or discipline, shall incur liability administrative punishable pursuant to the provisions of this law.

2. for this purpose, shall be considered as standards of management and discipline the obligated observance for the same precepts contained in Act 1/1994 of 11 March, on the legal regime of the reciprocal guarantee companies, and its implementing rules.

Tenth additional provision. Incompatibility of the Auditors to carry out work in credit institutions.

When the competent bodies of the autonomous communities, and agencies or subsidiaries of these agreed, in the exercise of its powers in relation to savings banks or other entities, seek the collaboration of Auditors of accounts or audit companies to carry out different regulated audit works in article 1 of the text revised from the law of audit of accounts approved by Royal Decree 1/2011 legislative, July 1, the provision of cooperation in the exercise of those powers will be incompatible with the simultaneous realization or in the five years preceding or following of any audit work of accounts in these same entities or its related companies, all without prejudice to the provisions of chapter III , Section 1 of the text revised from the law of audit of accounts.

Eleventh additional provision. Liability of the members of the Committee on control of savings banks.

1 shall incur administrative liability the members of the Committee on control of savings banks that are responsible for the violations listed in the following sections, being application procedure and sanctions provided for in this law.

2 constitute very serious breaches of the members of the Committee on control of savings banks: a) the serious and persistent negligence in the exercise of functions that are legally mandated.

(b) propose to the competent administrative organ suspension of decisions adopted by the Board of directors when these manifestly infringe regulations or affect unfair and badly to the patrimonial situation, results, or box of savings or its impositores or customer credit.

(c) serious offences when during the five years prior to their Commission firm sanction had been imposed upon them by the same type of infringement.

3 constitute serious breaches of the members of the Committee on control of savings banks: to) gross the negligence in the exercise of the functions that legally mandated, always has to be not included in paragraph 2.a) earlier.

(b) the lack of referral to the competent administrative body of the data or reports that should you arrive or that it requires in the exercise of its functions, or its referral notorious late.

4 constitute minor offences attributable to the members of the Committee on control of boxes of savings, breach of any obligations which are not serious or very serious violation, as well as the repeated lack of them attending the meetings of the Commission.

Twelfth additional provision. Authorization of structural modification operations.

1 it will be up to the Minister of economy and competitiveness authorize operations of merger, SCISSION or global or partial transfer of assets and liabilities involved in which a Bank, or any agreement that is analogous to the previous economic or legal effects. For these purposes, and prior to the granting of the authorisation, will be requested report to the Bank of Spain, the Service Executive of the Commission for prevention of money laundering and monetary offences, to the National Commission of the stock market and the General Directorate of insurance and pension funds, in aspects of their competence.


2. the application for approval shall be resolved within the six months following its receipt in the General Directorate of the Treasury, or at the time that the required documentation is completed and, in any case, within twelve months after its receipt. When the request is not resolved in the previous term, may be rejected. According to the rules the rest of the terms of the authorisation procedure shall be established.

3. the authorization of merger operations, spin-off or global or partial transfer of assets and liabilities involved a box of savings or credit union in which shall be governed by its specific regulations.

Thirteenth additional provision. Regime for the adaptation of the statutes of credit unions.

Credit unions must adapt its statutes as provided in the second final disposition within the period of six months from its entry into force.

After the previous deadline, the contributions to the capital that do not comply with the requirements established in the law 13/1989, of May 26, Credit Union, will maintain its validity, without prejudice to the consideration that corresponds to them for the purpose of its computation in accordance with the regulations about solvency.

Fourteenth additional provision. Punitive powers of the State and the autonomous communities.

1. when the Bank of Spain has knowledge of facts that may be constitutive of offences other than those established in basic rules of management and discipline that could be classified by the autonomous communities, shall transfer them to the corresponding autonomous community.

2. when an autonomous region is aware of the facts that, pursuant to the provisions of the basic rules of management and discipline, could consitute infringement which must be sanctioned by the Bank of Spain, needs to transfer them to the Bank of Spain.

3 when the autonomous communities brought records for serious or very serious breaches of credit institutions, the motion for a resolution shall be mandatorily informed by the Bank of Spain.

4. in any case, it shall be for the Bank of Spain the exercise of powers to impose penalties with regard to credit institutions in the case of infringements of rules of monetary or affecting the soundness of institutions, insofar as the proper functioning of the monetary policy within the European system of central banks or the stability of the financial system to advise the uniform exercise of such authority.

Fifteenth additional provision. Authorization for the collaborators of the supervisory bodies.

The agencies carrying out the supervision of credit institutions and investment service companies and which, according to the regulations, they collected the collaboration, for the exercise of its powers of Auditors of accounts, auditing companies, societies that offer consulting services or any other private should require, in the corresponding contracts, your prior authorization to make such contributors may It simultaneously or in the two subsequent years, any work of the same nature in the entities subject to supervision or its related companies.

In addition, in the case of accounts auditors and audit companies, shall apply the provisions regarding the regime of independence that auditors of accounts are subject in chapter III of the text revised of the law of audit of accounts approved by Royal Legislative Decree 1/2011 from 1 July.

Sixteenth additional provision. Integration of the Bank of Spain at the single supervisory mechanism.

In accordance with the provisions in the Regulation (EU) No. 1024 / 2013, of the Council of 15 October 2013, which instructs the European Central Bank specific tasks with regard to policies relating to the prudential supervision of credit institutions, the Bank of Spain, in his capacity of national competent authority under article 50 of this law, is an integral part of the unique mechanism of Supervision along with the European Central Bank and the other competent national authorities.

Within the framework of the unique monitoring mechanism, the Bank of Spain will act under the principle of loyal with the European Central Bank cooperation and will give you this assistance referred to in article 6 of Regulation (EU) No. 1024 / 2013 and development provisions.

Seventeenth additional provision. Plans for compliance with minimum level of social capital and own resources by the reciprocal guarantee companies.

1. as provided for in article 35 of the law 14/2013, of 27 September, support for entrepreneurs and its internationalization, relating to the minimum number of the paid-up share capital and Computable equity of the reciprocal guarantee companies, shall enter into force on February 28, 2015, without prejudice to the provisions of paragraph 3.

2. by 30 June 2014, the reciprocal guarantee companies that do not comply with the requirements referred to in the preceding paragraph, shall submit to the Bank of Spain a plan of compliance in which detailed the measures taken or planned to achieve, with a high degree of reliability and on time, the levels of social capital and own resources. This plan shall include, in any case, detailed description and schedule of all agreements, commitments, or authorizations that are relevant to its implementation, specifying the measures already taken.

The submitted plan must be approved by the Bank of Spain in the period of one month, which may require modifications, additional measures or any further information necessary to ensure the observance of this provision.

3. in the event that the Bank of Spain considers that there are well-founded indications that the measures included in the plan of implementation referred to in the preceding paragraph will not allow reaching, with a high degree of reliability and on time, the levels of social capital and own resources, it shall, be deemed for all purposes and immediately , the existence of a breach of the aforementioned levels.

Eighteenth additional provision. Reinforcement of the institutional framework for financial stability.

Within six months from the entry into force of this law, the Government inform the Cortes Generales on measures to adopt to enhance national monitoring of financial stability, macro-prudential analysis, coordination and exchange of information on the prevention of financial crises, and in general cooperation between the authorities responsible for the preservation of financial stability. The current institutional framework, shall be increased by making participate jointly with the Ministry of economy and competitiveness, the Bank of Spain and the National Commission of the stock market.

Nineteenth additional provision. Fee for the global assessment to credit institutions.

1 creation. The rate is created by the realization by the Bank of Spain of the tasks related to global credit assessment provided in article 33.4 of Regulation (EU) No. 1024 / 2013, of the Council of 15 October 2013, which instructs the European Central Bank specific tasks with regard to policies relating to the prudential supervision of credit institutions.

2. taxable. Constitutes the taxable rate the realization by the Bank of Spain of the tasks related to global credit assessment provided in article 33.4 of Regulation (EU) No. 1024 / 2013, of the Council of 15 October 2013, which instructs the European Central Bank specific tasks with regard to policies relating to the prudential supervision of credit institutions.

3. taxable persons. The rate payers will be of credit institutions included in the part corresponding to Spain of the annex to the Decision of the Central Bank, of February 4, 2014, on identification of credit institutions that are subject to the global assessment (Decision ECB/2014/3). In the case of savings included in that paragraph of the annex, shall be deemed taxable Bank to which they have transferred its financial business.

4. taxable base. The base rate will be constituted by the amount of the total assets of the consolidated groups in which taxable persons declared the Bank of Spain to date 31 December 2013 are integrated.

5. type of lien. The assessment of the rate type will be the 0,01048 per thousand, to apply to the tax base.

6. tax fee. The tax share of the rate for each taxable person will be the result of applying the type of lien on the tax base.

7. accrual. The rate is accrued, for only once, on December 31, 2014.

8 settlement and payment. The rate will be subject to clearance by the Bank of Spain. The amount of the fee will be credited to bank accounts enabled to this effect by the Bank of Spain, will be integrated into its budget and will be affection to finance costs incurred by the Bank of Spain in the accomplishment of the tasks described in the taxable rate.

9. the Bank of Spain, through circular, will develop the aspects necessary to proceed with the liquidation and payment of the fee.

10. Management. The rate in voluntary period revenue management will correspond to the Bank of Spain. Revenue management in Executive period shall correspond to the State tax administration agency, which will take place through the formalization of the corresponding Convention.


Twenty additional provision. Proposed protection to the client.

In order to improve the regulation on protection of the banking customer and, in particular, the mortgagor, Government shall refer to the Cortes Generales in the period of one year from the entry into force of this law, a draft law for the incorporation of the directive 2014/17/EU of the European Parliament and of the Council of 4 February 2014 , on credit contracts concluded with consumers for immovable property for residential use and for which amending Directive 2008/48/EC and 36-2013-EU directive and Regulation (EU) No. 1093 / 2010. In addition, the Government will evaluate, face to include them in the above-mentioned bill, the possibilities of improving the current institutional system for the protection of the client, and the alternatives to enhance the effectiveness of the current claims services, defenders of the customer and customer services.

First transitional provision. Authorization in progress and disciplinary procedures.

The administrative procedures sanctioning and authorisation that has already been initiated, the date of entry into force of this law shall be governed by prior legislation until its completion.

Second transitional provision. Transitional tax regime of preference shares and debt instruments.

The entry into force of this law shall not alter the tax regime applicable to the preferred shares and other instruments of debt that had been issued prior to that date.

Third transitional provision. Participatory quota system.

The planned participatory quota regime in the law 13/1985, of 25 may, coefficients of investment, resources and information obligations shall remain in force until the total amortization of living participatory fees to the date of entry into force of this regulation.

Fourth transitional provision. Transitional regime of the reporting requirements imposed on a Member State of the European Union credit institutions branches.

1. the Bank of Spain may require, for statistical purposes, to credit institutions of another Member State of the European Union having a branch in Spain which may send you periodic information on operations which the branch carried out in Spain. Also, Spanish credit institution with branches in other Member States of the European Union should pay attention to the equivalent requests directing them to other Member States.

2 for the proper exercise of its supervisory role, the Bank of Spain may request the same information as required by Spanish authorities for the supervision of liquidity of branches in a Member State of the European Union credit institutions.

3. the provisions of the preceding paragraphs shall apply instead of article 86 to date in which liquidity coverage requirement is applied in accordance with the delegated Act adopted by the European Commission under article 460 of the Regulation (EU) No. 575/2013, 26 June.

Fifth transitional provision. Transitional arrangements for branches of credit institutions authorised in other Member States of the European Union.

1. without prejudice to the provisions of article 89.4, if the Bank of Spain confirmed that a credit institution of a Member State of the European Union with a branch office in Spain or that operates here on free provision of services in breach of the rules concerning liquidity in Spain requirements, it shall initiate a disciplinary record at this branch.

2. the applicable sanctioning regime will be used for Spanish credit institutions. However, the Bank of Spain should start the sanctioning procedure with a request to the credit institution to have put an end to their behavior and refrain from repeating it, and if this does not occur, shall inform the competent authorities of the supervision of the entity.

3 If, despite the measures taken by the Member State of origin of the credit institution or because these measures are inadequate or are not provided for in that State, the credit institution continue infringing the regulations referred to in paragraph 1, the Bank of Spain, after informing the competent authorities of the home Member State continue with disciplinary record. Determined the record, the Bank of Spain will notify the decision cited authorities and, in cases of serious or very serious offences to the European Commission and the European banking authority.

4. the provisions of the preceding paragraphs shall apply instead of article 63 up to date coverage of liquidity requirement is applicable in accordance with the delegated Act adopted by the European Commission under article 460 of the Regulation (EU) No. 575/2013, 26 June.

Sixth transitional provision. Transient measures of precautionary in emergency situations.

1. within the procedure referred to in paragraph 1 of the fifth transitional provision, the Bank of Spain may, in case of urgency, adopt appropriate provisional measures to protect the interests of depositors, investors, or other recipients of services.

The Bank of Spain will inform of such measures to the European Commission and the competent authorities of the States affected members, in the shortest possible time.

2. the provisions of paragraph 1 shall apply instead of article 62 to date the coverage of liquidity requirement is applicable in accordance with the delegated Act adopted by the European Commission under article 460 of the Regulation (EU) No. 575/2013, 26 June.

Seventh transitional provision. Transitional arrangements for the monitoring of the Member States of the European Union credit institutions branches.

1. the Bank of Spain will monitor the liquidity of the branches of credit institutions from other Member States in collaboration with the competent authorities of those Member States.

2. Moreover, without prejudice to the measures necessary for the strengthening of the European monetary system, the Bank of Spain will be responsible for resulting from the application of monetary policy measures.

These measures shall not be discriminatory or restrictive treatment by the fact that the credit institution has been authorised in another Member State.

3. the provisions of paragraph 1 shall apply until the date the coverage of liquidity requirement is applicable in accordance with the delegated Act adopted by the European Commission under article 460 of the Regulation (EU) No. 575/2013, 26 June.

Eighth transitory provision. Transitional regime of the mattress for the conservation of capital.

The requirement relating to the mattress for the conservation of capital laid down in article 44 of this law and referred to in the first paragraph of article 70 quinquies.1 of law 24/1988, of July 28, stock market shall not apply until 1 January 2016. From this date until 31 December 2018, shall apply, in terms of ordinary capital of level 1 on total exposure weighted by risk, in accordance with the following timetable: to) January 1, 2016, 31 December 2016: 0.625%.

(b) from 1 January 2017 to 31 December 2017: 1.25%.

(c) from 1 January 2018 31 December 2018: 1,875% ninth transitional provision. Transitional regime of the mattress of each institution's specific counter-cyclical capital.

The requirement relating to the countercyclical mattress provided for in articles 45 of this law and 70 quinquies.1.a) of law 24/1988, of July 28, the stock market will not be applicable until 1 January 2016. From this date until 31 December 2018, this requirement shall not exceed the following levels in terms of ordinary capital of level 1 on total risk-weighted exposures: a) January 1, 2016, 31 December 2016: 0.625%.

(b) from 1 January 2017 to 31 December 2017: 1.25%.

(c) from 1 January 2018 31 December 2018: 1,875%.

Tenth transitional provision. Transitional regime of the mattresses of capital for systemically important institutions.

1. Article 46 of this law shall be applicable as from 1 January 2016. In particular, the Bank of Spain may impose the capital cushion to OEIS from 1 January 2016.

The National Commission of the stock market may impose the mattress to OEIS which referred to in article 70 quinquies.1.c) of law 24/1988, of July 28, the stock market from January 1, 2016.

2 However, the mattress for EISM he referred to article 46.4 of the Act and article 70 quinquies.1.b) of law 24/1988, of July 28, the stock market that article shall apply in accordance with the following timetable: to) 25% of the mattress in 2016.

(b) 50% in 2017.

(c) 75% in 2018.

(d) 100% in 2019.

Eleventh transitional provision. Transitional regime of restrictions on the distribution of dividends and the conservation plan of the capital in connection with the capital cushions.

Restrictions on distributions and the obligation to establish a plan of conservation of capital concern that articles 48 and 49 of this Act, respectively, and article 70 quinquies.6 of law 24/1988, of 28 July, the stock market will be applicable as from January 1, 2016, unless required the institution comply with the mattress against systemic risks.

Twelfth transitional provision. Transitional regime of the annual banking report and the annual report of investment services companies.


1. the obligation of publication provided for in article 87.1 of the Act and article 70 bis. One of the law 24/1988, of 28 July, the stock market will have full effect from the 1 January 2015.

2. the 1 July 2014 credit institutions and investment service companies article 70 is that application bis. One, will be required to publish, for the first time, the information referred to in article 87.1. to), b), c) of this law and article 70 bis.1.a), b) and (c)) of law 24/1988, of July 28, the stock market.

3 a further take on July 1, 2014, all of the EISM, whether credit institutions or investment firms, which are authorized in Spain and identified at the international level, be submitted to the European Commission on a confidential basis the information referred to in article 87.1. d), e)) and (f) of this law and article 70 bis. ((Uno.d), e) and f) of law 24/1988, of July 28, the stock market as appropriate.

Thirteenth transitional provision. Transitional regime for entities of central counterparty and the official secondary markets for futures and options.

1 central counterparty from regulated entities in article 44 ter of law 24/1988, of July 28, of securities must comply with the provisions of paragraph 4 of this rule in its new wording given by the first final provision of this Act within three months from the entry into force of this. In the case that central counterparty entities standing in the application for authorization in accordance with the Regulation (EU) No. 648/2012, July 4, 2012, the entry into force of this law, shall comply with the new wording in within three months since they grant such permission.

2. to the market of futures of olive oil, governed by MFAO, society Chancellor of the market of futures of olive oil, S.A., will be only applicable provisions of article 59 of law 24/1988, of 28 July, the stock market in its new wording given by the first final provision of this law , from January 1, 2015.

Fourteenth transitory provision. Comprehensive plan of viability.

The General viability Plan provided for in article 30 will be callable entities after six months since is complete the regulatory development to specify its content.

Fifteenth transitional provision. Designation of the members of the Commission management of the Fund of guarantee deposit of credit institutions.

Within a maximum period of three months from the entry into force of this law, shall be to the appointment of the representatives in the Commission managing the Fund of guarantee of deposit of credit in accordance with provisions of the ninth final disposition.

Sixteenth transitional provision. Supervision of branches of credit of States not members of the European Union.

While not the regulatory development takes place to which refers article 60.1, branches of credit of States not members of the European Union established in Spain will continue to be subject to the rules of solvency that proves them application until the entry into force of this law, which is not contrary to the provisions in regulation 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms, on June 26, 2013 and by which modifies Regulation (EU) No. 648/2012.

Repealing provision.

All provisions of equal or lower rank who are opposed to this law and, in particular, the following are hereby repealed: to) law of banking ordination on 31 December 1946.

(b) Act 31/1968, July 27, incompatibilities and limitations of Presidents, directors and senior executives of private banks.

(c) Law 13/1985, of 25 may, of coefficients of investment, resources and obligations of information of financial intermediaries.

(d) Royal Legislative Decree 1298 / 1986 of 28 June, whereby the legal norms in the field of credit institutions are adapted to the legal system of the European economic community.

(e) Law 26/1988, of July 29, on discipline and intervention of the credit institutions.

(f) paragraph 2 of article 29 of the law 2/2011, 4 March, sustainable economy.

((g) (g)) of disposal thirteenth law 14/2013, 27 September, support for entrepreneurs and its internationalization.

First final provision. Modification of the law 24/1988, of 28 July, the stock market.

Law 24/1988, of 28 July, the stock market, is hereby amended as follows: one. New wording is given to article 44 ter, which is worded as follows: ' 1. authorization to operate services of compensation as a entity of central counterparty, its revocation and its operation when such entities are established in Spain, shall be governed by the provisions in the Regulation (EU) No. 648/2012, of the European Parliament and of the Council of 4 July 2012» OTC derivatives, the entities of central counterparty and records of operations, by the provisions of this Act and any other legislation which applies the law or the law of the European Union.

2. the entity of central counterparty must be recognized as a system for the purposes of the law 41/1999, of 12 November, on payment and securities settlement systems.

To facilitate the exercise of their functions, central counterparty entities will have access to the status of participant or member of the society of systems, of any national entity which function is the keeping of the accounting register of values represented by annotations into account authorized in accordance with article 44 bis.11, of foreign entities that exercise this function and support it as a participant any other system of settlement of securities and financial instruments on a regulated market or multilateral trading system, as they comply with the conditions required by each system and the actions of the central counterparty in the same entity does compromise security and solvency of the same.

3. the entities of central counterparty shall take the form of joint-stock company legally separate systems of society, of any other entity that has the keeping of the accounting register of values represented through book-entry, authorized in accordance with article 44 bis.11 and foreign entities carrying out this function by function.

4. the entities of central counterparty shall draw up their by-laws as well as an internal regulation, which will take the character of standard management and discipline of the stock market.

The rules of procedure shall regulate the functioning of the central counterparty and entity services. The articles of Association regulate the inner workings of the central counterparty as a company entity. The regulations and statutes contain obligations and the organisational and procedural requirements necessary to give effect to the provisions in the Regulation (EU) No. 648/2012, of 4 July. The Minister of economy and competitiveness or, by its express empowerment, the National Commission of the stock market, will develop the structure and minimum content that should have the rules of procedure.

They will only have access to membership of entities of central counterparty, the entities referred to in article 37.2. to) to d) and f), the Bank of Spain and other resident or non-resident entities engaged in similar activities in the terms and with the limitations that provide for by law and in the own rules of procedure of the central counterparty entity. The latter access to membership shall be subject to the provisions of this law, its implementing regulations, and in its rules of procedure, as well as the approval of the National Commission of the stock market.

In addition, entities of central counterparty will develop a memory that must match the way that will give compliance to technical, organisational requirements, operation, and management of risks required by the Regulation (EU) No. 648/2012, 4th of July, to carry out their functions. The Minister of economy and competitiveness or, by its express empowerment, the National Commission of the stock market, may define the model that need to adjust the memory. The central counterparty entity keep updated the above-mentioned memory, whose changes will be sent to the National Commission of the market of values, duly substantiated and incorporating, when they affect the management of risks in accordance with the provisions of that regulation, the mandatory report of the Committee on risks and of the unit or body internal to assume the function of risk management.


With exceptions that are designated by regulation, modification of the bylaws of the entity of central counterparty or its rules of procedure require, following a report of the Bank of Spain, the authorization of the National Commission of the stock market. The rules of procedure can be completed by means of circulars approved by the entity's central counterparty. These circular must be reported to the National Commission of the stock market and the Bank of Spain in the twenty-four hours following its adoption. The National Commission of the stock market may oppose, as well as suspend or rescind the circular when it deems that they infringe the applicable legislation, or harm the prudent and safe operation of the entity of central counterparty and market that provides service or the protection of investors.

The appointment of members of the Board of Directors, Directors General and similar entities of central counterparty shall be subject to the prior approval of the National Commission of the stock market.

Central counterparty entities must have at least a Committee of audit, the risk Committee provided for in article 28 of Regulation (EU) No. 648/2012, of 4 July, a Compliance Committee and a remuneration and Nomination Committee. In addition, they must have a unit or internal organ that assumes the function of risk management, in proportion to the nature, scale and complexity of their activities. This unit or body shall be independent of the operational functions, will have authority, capacity and resources, and will have timely access to the Board of Directors. They should also you have mechanisms and organizational structures so that users and other stakeholders to express their views on their operation, as well as rules relating to avoid potential conflicts of interest that could be exposed as a result of their relationships with shareholders, administrators and executives, partners and customers. Regulations expected may develop in this paragraph.

The entity of central counterparty shall refer to the National Commission of the market of stock, before one December of each year, its estimated annual budget, which shall be expressed in detail prices and commissions that will apply, as well as subsequent modifications introduced in its economic regime. The National Commission of the stock market may require the entity of central counterparty enlargement of the documentation received and it may establish exceptions or limitations to the maximum prices for those services when they can affect the financial solvency of the institution's central counterparty, provoke disturbing consequences for the development of the market of values or principles governing it , or introduce unjustified discrimination between the different users of the services of the institution.

The Minister of economy and competitiveness, or with its express clearance, the National Commission of the stock market be able to develop information that will be necessary to provide for assessing the suitability of the shareholders who acquire a qualifying holding in the capital of the entity of central counterparty in accordance with the Regulation (EU) No. 648/2012, of 4 July.

5. the National Commission of the stock market will be the Spanish authority who carries on activities for the authorisation and supervision of entities of central counterparty established in Spain in implementing Regulation (EU) No. 648/2012, of 4 July.

6. the central counterparty entity will take the central accounting record corresponding to offset financial instruments together with, where appropriate, the members authorised to carry the detail records related to contracts for its clients.

Central counterparty entity will establish in its internal rules the solvency conditions and the required technical means so that members may be authorized to carry records of contracts for their clients, as well as procedures that safeguard the correspondence between the central accounting record and the detail records. Conditions of solvency and technical means may differ depending on the financial instruments on which those members involved in the keeping of the register or the compensation. Also, the entity of central counterparty will establish mechanisms for access to information of the detail records that members keep the records of contracts for their clients in order to identify, monitor and manage the possible risks for the entity dependencies between members and their customers.

7. warranties which are members and guests in accordance with the regime contained in the rules of procedure of the central counterparty entity and in connection with any operations carried out within the scope of its activity, only answer against entities in whose favour they were constituted and only by the obligations arising from such operations for the central counterparty entity or the members of this , or derived from membership of the central counterparty entity.

The internal rules of the institution and its circulars may establish the assumptions that determine the early termination of all contracts and positions of a member, either on own account or on behalf of clients, which, in the terms that provide for in the above regulations and circulars, will lead to their compensation and to the creation of a single legal obligation, covering all included transactions , and under which, only parties will be entitled to require the net balance of the product of the compensation of such operations. The previous cases may include non-payment of the obligations and the opening of a bankruptcy proceedings in relation to members and customers or the entity of central counterparty. This regime of compensaciontendra consideration of netting agreement contract in accordance with the provisions of the Royal Decree-Law 5/2005 March 11, of urgent reforms to boost productivity and for the improvement of the public procurement and without prejudice to the application of the specific arrangements contained in the law 41/1999, of 12 November , on payment and securities settlement systems.

If a member or a customer of a member ceased to attend, in whole or in part, the obligations to central counterparty institution or against the Member, these may provide the guarantees provided by the defaulting, and may for this purpose take the necessary measures to your satisfaction in the terms established in the regulation of the entity.

In the event that any member of a central counterparty institution or any of its customers were undergoing a bankruptcy procedure, the entity of central counterparty will enjoy an absolute right of separation from the guarantees that such members or clients had been constituted before that entity of central counterparty. Without limiting the foregoing, the surplus remaining after the liquidation of secured transactions will be incorporated into the bankruptcy estate mass customer or member.

In the event that the members of an entity of central counterparty customers were undergoing a bankruptcy procedure, members will enjoy an absolute right of separation with respect to financial instruments and cash guarantees that its customers had made in their favor under the regime contained in the rules of procedure of the central counterparty entity were materialized in that. Without limiting the foregoing, overrun remaining after the liquidation of operations, will be incorporated into the bankruptcy estate mass of customer.

Declared the contest of a member, the entity of central counterparty, previously giving account to the National Commission of the market of stock, will manage the transfer of contracts and positions that had registered for the account of customers, together with the financial instruments and cash in that the corresponding guarantees were materialized. For these purposes, both organs of the bankruptcy proceedings and the competent judge shall provide the entity that will transfer contracts, accounting records and guarantees, documents and computer records needed to make effective transfer. In the event that such transfer could not be performed, the entity may agree settlement contracts and positions which the Member had open, including which were on behalf of their clients. In this case, concluded the actions that should be carried out in connection with registered positions and guarantees constituted by customers to the Member in question, those clients will have a right of separation with regard to eventual excess.

If the entity of central counterparty would be undergoing a bankruptcy procedure, and is appropriate to the liquidation of all contracts and positions of a member, either on their own or on behalf of customers, members, and customers had not breached its obligations to the central counterparty entity they will enjoy an absolute right to separation from the excess of warranties having been established in favour of the entity of central counterparty in accordance with its rules of internal, resulting from the settlement of transactions guaranteed with the exception of contributions to the Fund of guarantee against failures.


8. the entity of central counterparty will establish in its rules of procedure the rules and procedures to deal with the consequences arising from breaches of its members. These rules and procedures will realized the mode in which apply different mechanisms guarantee that count the entity of central counterparty and pathways to replace them with the aim of allowing the entity of central counterparty to continue operating in a solid and safe way.

9. pursuant to the provisions in this law and in the remaining regulations or of the European Union which applies, the central counterparty entity may establish agreements with other entities-residents and non-residents, whose functions are similar or that manage clearing and securities settlement systems. Such agreements, as well as those who can celebrate with markets or multilateral trading systems, will require the approval of the National Commission of the stock market, following a report from the Bank of Spain, and must comply with the requirements to be determined by regulation and in the rules of procedure of the institution itself."

Two. A new wording is given to article 59, which is drawn up in the following way: «1. secondary markets officers of futures and options, State-level, whose form of representation is that of book-entry may be created.» It will be up to the Minister of economy and competitiveness, on the proposal of the National Commission of the stock market, authorize the creation, in accordance with the provisions of article 31 bis.

In the case of autonomous markets, the authorization of the creation of the market, as well as the rest of authorizations and approvals referred to in this article shall correspond to the autonomous community with competence in the matter.

2. these markets will aim futures contracts, options and other derivative financial instruments, anyone who is the underlying asset, defined by guiding the market society. Guiding society will organize the negotiation of these contracts.

Guiding the market society will ensure by means of an entity of central counterparty, prior approval of the National Commission of the stock market, the counterpart in all contracts issued.

3 may be members of these markets the entities referred to in article 37 of this law. You can also access member status, with capacity exclusively restricted to the negotiation, either on own account or on behalf of companies of its group, whose main corporate purpose consist of investment in organized markets and organisations meet the conditions of media and solvency that establishes the rules of the market referred to in paragraph 7 of this article. Futures and options with underlying non-financial markets, regulations are can be determined the acquisition of status by other entities other than those previously listed, provided that they meet the requirements of specialization, professionalism and solvency.

4. in the official secondary markets for futures and options will exist, pursuant to article 31 bis, a society lead, with form of joint-stock company, whose basic functions will be the organize, direct and supervise the activity of the market. These societies may not be any financial intermediation activities, nor activities in article 63, except as provided in this law.

5. modification of the articles of Association governing society will require prior approval by the National Commission of the stock market, pursuant to article 31 bis, with the exceptions that are designated by regulation.

6. the guiding company will have a Board of Directors with at least five members, and, at least, of a director-general. Upon receipt of the initial authorization, the new appointments must be approved by the National Commission of the stock market or, where appropriate, by the autonomous community with competence in the matter, for the purpose of verifying that the nominees meet the requirements of article 67.2. f) of this Act.

7. these markets, as well as abide by the rules laid down in this law and its implementing regulations, shall be governed by a specific regulation, which will take the character of standard management and discipline of the stock market, whose adoption and modification shall be subject to the procedure laid down in article 31 bis. In the aforesaid Regulation kinds of members, will be detailed with specification of technical requirements and solvency to be met in connection with the various activities that develop into the market, own market contracts, legal relations governing society and the members of the market with customers who act in the market, the rules of supervision the procurement regime, as well as any other aspects that are required by law.»

3. Letters e)) and (f) of article 63.1 are worded as follows: 'e) the placing of financial instruments without a firm commitment basis.

(f) the assurance of financial instruments or placing of financial instruments on a firm commitment basis.»

Four. Paragraphs 2 and 5 of article 65 bis are drafted in the following way: «(2. Los agentes deberán cumplir los requisitos de honorabilidad, conocimiento y experiencia deel artículo 67.2.f). ' «» 5. companies of investment services that hire agents must inform the National Commission of the market of stock, who recorded them in the register referred to in article 92, upon registration of the powers in the register and once proven that the agent meets accredited reputation, knowledge and experience to be able communicate accurately to customer or prospect all relevant information on the proposed service. Registration in the register of the National Commission of the stock market will be required so that agents can start its activity.

When the services of investment company concludes its relationship with an agent, it must immediately inform the National Commission of the stock market, for its annotation in the corresponding registry.

When a Spanish investment company avails itself of a tied agent established in another Member State of the European Union, the tied agent register it in the register of the National Commission of the stock market where the Member State in which it is established does not allow the use of tied agents to their national investment services companies.»

5. The last paragraph of the article 66.4 is drawn up in the following way: «that query will reach, in particular, the assessment of the suitability of the shareholders and to honesty, knowledge and experience of the directors and management of the new entity or parent, and will be reiterated for the continuous assessment of compliance by the Spanish investment services companies «, of these requirements.»

6. Article 67 is drawn up in the following way: «article 67. Refusal of authorization and access requirements.

1 the Minister of economy and competitiveness or, in the case of companies of financial advice, the National Commission of the stock market, only to refuse authorization to form an investment services company for the following reasons: to) when the statutory and regulatory requirements fail to obtain and retain the authorization.

(b) when, in response to the need to ensure sound and prudent management of the institution, are not considered appropriate the suitability of the shareholders who are going to have a significant participation, as defined in article 69. Among other factors, the fitness you will appreciate depending on: 1 the good repute of the shareholders.

2nd heritage media with such shareholders have to meet their commitments.

3rd the possibility that the entity is exposed in an improper way to the risk of non-financial activities of its promoters; or, when trying to finance activities, stability or control of the entity may be affected by the high risk of those.

References made to shareholders in this article shall be made to employers in the case of financial advisory firms that are natural persons.

(c) lack of transparency in the structure of the group that may eventually belong the entity, or the existence of close links with other companies of investment services or other natural or legal persons that would prevent the effective exercise of the functions of supervision of the National Commission of the stock market, and, in general, the existence of serious difficulties to inspect it or obtain the information deemed necessary by the National Commission of the stock market for the proper development of its supervisory functions.

(d) when provisions in laws, regulations or administrative of a State not member of the European Union by governing physical or legal persons with which the investment firm keep close links, or difficulties involving its application, impeding the enjoyment of effective monitoring functions.

(e) lack of honesty, knowledge and experience, and ability to exercise good governance of the company by the members of the Board of Directors and of the people who take care of the effective direction of the mixed financial holding company, when the investment company will be dependent on that as part of a financial conglomerate.


(f) the existence of serious conflicts of interest between the charges, responsibilities or functions held by the members of the Board of Directors of the company of investment services and other charges, responsibilities or functions that have simultaneously.

2 will be requirements to entity get its approval as a provider of investment the following: to) that has the exclusive corporate purpose carrying out activities that are typical of companies of investment, according to this law.

(b) the form of limited liability company, incorporated for an indefinite time, and the members of its equity shares are nominative nature. According to the rules, it may provide that investment services company magazine another form of society in the case of financial advisory companies that is a legal person.

(c) in the case of a newly created entity as it is created by means of simultaneous Foundation and its founders not booking are advantages or special remuneration of any kind.

(d) the existence of a minimum share capital fully paid up in cash and minimal own resources to be determined according to the rules depending on the services and activities provided and the anticipated volume of its activity.

In the case of investment firms which are only authorised to provide the service of investment advice or to receive and transmit orders from investors without holding money or securities belonging to clients, and which for this reason never can found in debtor situation respect to such customers, they must sign a minimum share capital or professional indemnity insurance , either a combination of both, in accordance with what is established by law.

e) that you have at least three administrators or, in the case that the Board of Directors is formed by not less than three members. According to the rules, one larger number of managers, according to investment services may be required and auxiliaries that the entity will pay. In the case of financial advisory firms that are legal entities, the entity may designate a sole administrator.

(f) that Presidents, Vice-Presidents, directors or administrators, Directors General and related to the latter, possess a recognized honorability, knowledge and experience for the proper exercise of its functions and are able to exercise good governance of investment services company. In the case of key entities of investment services companies, the good-repute requirement shall also attend in Presidents, Vice-Presidents, directors or administrators, Directors General and similar to the latter and the majority of the members of the Board of Directors must have knowledge and experience to the proper exercise of its functions.

Also, honesty, knowledge and experience requirements must attend in charge of the functions of internal control and other key positions for the daily development of the activity of a services of investment and its parent company, as it established the National Commission of the stock market.

(g) that you have the procedures, measures and means to meet the requirements of organization provided for in paragraphs 2 and 3 of article 70 ter of this law.

(h) that it has with the existence of an internal regulation of conduct, adjusted to the provisions of this law, as well as mechanisms of control and safety in the computer field and internal control procedures appropriate, including, in particular, a regime of personal advisers, managers, employees and agents of the company operations.

(i) that adhere to the investment guarantee fund provided for in Title VI of this law, when required by this specific regulation. This requirement will not be callable investment services firms provided for in article 64(1). d) of this Act.

(j) that you have submitted a business plan that reasonably accredits that provider's investment project is viable in the future.

(k) that you have submitted documentation about the conditions and services, functions or activities that will be subcontracted or externalized, so that you can verify that this fact not denatured or left without content requested authorization.

(l) that it has appropriate procedures for prevention of laundering of capital and financing of terrorism.

In the regulatory development of the requirements provided for in this section shall be taken into account the kind of provider of investment concerned and the type of activities carried out, in particular, in relation to the establishment of the minimum share capital and minimal own resources, referred to in point (d)) above.

When the governing society of the official secondary market authorisation and persons who manage the multilateral trading system are the same as that manage the market, it shall be presumed that these people meet the requirements set out in the letter f) above.

3. in addition, when application for authorization relates to the provision of the service of management of a multilateral system of negotiation, investment services company, guiding society or, in your case, the entity established to do so by one or several governing societies, they shall submit to the approval of the National Commission of the stock market performance than regulations (, without prejudice to other specifications laid down in article 120, shall be: to) establish clear and transparent rules to regulate access to the multilateral trading system in accordance with the conditions laid down in article 37.2 and that establish the criteria for determining the financial instruments that can be negotiated in the system.

(b) establish rules and procedures governing the negotiation in these systems in a fair and orderly way, establishing objective criteria that allow efficient execution of orders.

4 a the effects of the provisions of paragraphs 1 and 2: a) concurs repute in those who have been showing personal, commercial, and professional conduct that do not throw any doubts about his ability to play a sound and prudent management of the investment services company.

To evaluate the concurrence of honesty you should consider all available information, in accordance with the parameters to be determined by regulation. In any case, such information shall include concerning the condemnation by the Commission of crimes or misconduct and the sanction by the Commission of administrative offences.

(b) have appropriate knowledge and experience to carry out their functions in the investment services companies who have training level and suitable profile, in particular, in the areas of securities and financial services, and practical experience derived from their previous occupations for one sufficient time.

c) shall be taken into account for the purpose of rating the disposal of the members of the Board of Directors to exercise a good corporate governance of investment services, the presence of potential conflicts of interest that generate undue influences from third parties and the ability to devote sufficient time to carry out the corresponding functions.

5 financial advisory firms that are natural persons shall meet the following requirements to obtain the appropriate authorization: to) have adequate honesty, knowledge and experience in accordance with the provisions of paragraph 2(f)) earlier.

(b) comply with the financial requirements established by regulation.

"((c) comply with the requirements set out in paragraph 2.g) and h) above, in the terms established by law."

7. Creates a new article 67 bis.

«Article 67 bis.» Regime of incompatibilities and limitations.

1. the National Commission for the securities market shall determine the maximum number of charges that a member of the Board of directors or a director general or assimilated can be occupied at the same time taking into account the particular circumstances and nature, size and complexity of the activities of the entity.

The members of the Board of Directors with executive functions and General and similar principals of investment firms may not occupy at the same time more charges than those provided to credit institutions in article 26 of the law 10/2014, management, Supervision and solvency of credit institutions.

2. the national stock market Commission may authorize the charges referred to in the preceding paragraph to a non-executive position if it is considered that this does not prevent the correct performance of their activities in the company's investment services. Such authorization shall be notified to the European banking authority.

3 Notwithstanding the above, this article shall not apply to the companies of investment services that meet the following requirements: a) are authorized to the auxiliary service referred to in article 63.2. a), b) provide only one or more of the services or investment activities listed in article 63.1 to), b) d) and g); (y c) not allowed have in deposit money or securities of their clients and that, for this reason, never can find in debtor situation with regard to these clients.»

8. Paragraphs 3 and 4 of article 70 are removed and given a new wording to paragraph 2, which is drawn up in the following way:


Of the previous paragraph, will specifically benefit from strategies and procedures solid, effective and comprehensive in order to assess and maintain on an ongoing basis the amounts» types and distribution of internal capital considered adequate to cover the nature and the level of risks to which are or may be exposed. «Such strategies and procedures will be periodically subject to internal review to ensure that they continue to be comprehensive and proportionate to the nature, scale and complexity of the activities of the entity concerned.»

9. Article 70 bis is drawn up in the following way: «article 70 bis.» Information about solvency.

1. the groups consolidated companies of investment services as well as investment services companies not integrated in one of these consolidated groups, should be made public as soon as possible and at least with annual periodicity, properly integrated in a single document called "Information on solvency", the information referred to in its eighth Regulation (EU) No. 575/2013 June 26, and in the terms in which that party is established.

2. the National Commission of the stock market may require the parent companies that publish with annual periodicity, it either entirely or by references to equivalent information, a description of its legal structure and governance and organizational structure of the group.

3. the reporting, in compliance with the requirements of the commercial law or the stock market, the data referred to in paragraph 1, shall not relieve of their inclusion in the document "Information on solvency" as provided by that paragraph.

4 the National Commission of the market of stock may require the entities obliged to disclose the information referred to in paragraph 1: a) the verification by auditors of accounts or independent experts, or other satisfactory means to his opinion, of information not covered by the audit, in accordance with the provisions of chapter III of the text revised from the law of audit of accounts approved by Royal Legislative Decree 1/2011, 1 of July, regarding the regime of independence that auditors of accounts are subjects.

(b) the disclosure of one or more of these informations, well in a way independent anytime, well often superior to the annual, and to establish maximum disclosure deadlines.

(c) employment for the dissemination of media and different places in the financial statements.

5 the provisions of this article shall not apply to companies of investment services referred to in the second subparagraph of article 70.1. to).

10. Add the following article 70 bis. One: «article 70 bis.» One. Annual report of investment services companies.

1 investment service companies shall send to the National Commission of the stock market and will be published annually, specifying countries where they are established, the following information on the basis established for each exercise: to) designation, nature and location of the activity.

(b) turnover.

(c) number of employees full-time.

(d) result gross before taxes.

(e) taxes on the result.

(f) grants or public subsidies received.

2. the information referred to in the preceding paragraph shall be published as an annex to the financial statements of the entity audited in accordance with the rules governing audit.

3. the entities will make public in its annual report of companies of investment services, key indicators, the performance of its assets, which shall be calculated by dividing the net profit for the balance sheet total.

4. the National Commission of the stock market will have available these reports on its website.

(5. Lo establecido en este artículo no será de aplicación a las empresas de servicios de inversión a las que se refiere el segundo párrafo deel artículo 70.1.a).»

Eleven. Article 70 ter is drawn up in the following way: «article 70 ter. " Standards of corporate governance and internal organization requirements.

1. investment services companies will exert their activity with respect to corporate governance standards and the requirements of internal organization established in this law and other applicable legislation.

2. investment services companies and other entities that provide investment services in accordance with the provisions of this title, shall define and implement policies and procedures to ensure that the company, its directors, its staff and its agents comply with the obligations imposed by the regulation of the securities market.

A_tal_efecto shall: a) in the case of investment services companies, having solid corporate governance procedures, including a clear organisational structure, appropriate and provided in accordance with the nature, scale and complexity of its activities and with well defined, transparent and consistent lines of responsibility. And, in the case of the remaining entities that provide investment services, in accordance with the provisions of this title, with an equally clear organizational structure, appropriate and provided in accordance with the nature, scale and complexity of investment services provided.

(b) have a unit that ensures the development of the function of compliance under the principle of independence with regard to those areas or units that develop activities for the provision of investment services that turn the exercise of that function. It shall ensure the existence of procedures and controls to ensure that staff compliance with decisions taken and assigned functions.

Compliance function shall control and regularly assess the adequacy and effectiveness of the procedures established for the detection of risks, and measures taken to address any deficiencies as well as assist and advise the competent persons responsible for the realization of the investment services for the performance of the functions.

(c) have information systems which ensure that staff know the obligations, risks and responsibilities arising from their performance and the rules applicable to investment services they provide.

(d) have administrative measures and appropriate organization to avoid possible conflicts of interest covered in article 70.quater may impair its customers.

They shall also establish measures of control operations which perform, on a personal basis, the members of its organs of management, employees, agents and other individuals linked to the company, when such operations may involve conflicts of interest or undermine, in general, the provisions of this law.

(e) keep records of all operations on securities and financial instruments and investment services they provide so you can check that they have fulfilled all the obligations that this law imposes on them in relation to their customers.

The data to be included in the records of operations are laid down in the Regulation (EU) No. 1287 / 2006 of the Committee, on 10 August 2006, whereby it applies Directive 2004/39/EC of the European Parliament and of the Council, as regards the obligations of investment firms keep track, information about the operations , the transparency of the market, the admission to trading of financial instruments, and terms defined for the purposes of that directive. The other ends relating to the obligation of keeping of the register shall be determined by regulation.

They shall also inform the National Commission of the stock market, in the way that is determined by regulation, operations which take place, in accordance with the provisions of article 59 bis.

(f) take appropriate measures to protect financial instruments entrusted to them by their customers and prevent its misuse. In particular, may not use self-employed customers financial instruments, except when they manifest their consent. Likewise, they shall maintain effective separation between the Securities and financial instruments of the company and the customer. The internal records of the entity shall allow to know, at all times and without delay, and particularly in the event of insolvency of the company, the position of values and operations in course of each client.

Started the bankruptcy proceedings of a securities depository institution, the National Commission of the market of stock, without prejudice to the powers of the Bank of Spain, available immediate transfer to another qualified entity to develop this activity, the securities held on behalf of their clients, even if such assets are deposited in third parties on behalf of the entity which provides escrow. For these purposes, both organs of the bankruptcy proceedings and the competent judge shall facilitate access of the entity which will transfer you the values to the documentation and accounting and computer records that are necessary to give effect to the transfer. The existence of bankruptcy proceedings will not prevent that it should reach the client owner values the cash coming from the exercise of their economic rights or of its sale.


(g) to develop and keep updated a general viability Plan which envisages the measures that will be taken to restore the viability and the financial investment services company strength should they suffer any significant deterioration. The plan will be submitted to approval of the National Commission of the market of stock that may require modification of its content.

3 in addition, institutions that provide investment services must: to) have effective procedures of identification, management, control and communication of risks that are exposed or likely to be, and have adequate internal control mechanisms, including administrative and accounting procedures. In addition, they must have policies and practices of remuneration that are consistent with the adequate and effective risk management and to promote it.

The Organization must be a body check that the role of internal audit under the principle of independence with respect to those areas or units that develop activities for the provision of investment services that turn the exercise of that function.

The internal audit function must establish and maintain an audit plan directed to examine and evaluate the adequacy and effectiveness of systems, internal control mechanisms and provisions of the investment services company, recommendations from the work carried out in implementation of the same and verify its compliance.

(b) take appropriate measures to ensure, in the event of incidents, continuity and regularity in the provision of their services. They must have, especially, with damage or disaster contingency plans and mechanisms of control and safeguarding of their computer systems.

(c) take appropriate measures, in connection with the funds entrusted to them by their clients, in order to protect their rights and to avoid improper use of those. Entities cannot be used on their own funds of their clients, except in the exceptional cases which may be established by law and always with express consent of the customer. The internal records of the entity shall allow to know, at all times and without delay, and particularly in the event of insolvency of the company, the position of each client funds.

In particular, accounts that are maintained on behalf of clients will be instrumental and transitional character and must be related to the execution of operations carried out on behalf of them. Customers of the entity will maintain the right of ownership of the entity funds even when they materialize in assets on behalf of the entity and on behalf of clients.

(d) take the necessary measures so that operational risk is not raised unduly when they entrusted to a third party the exercise of essential functions for the provision of investment services or perform investment services. When internal control functions delegated third parties, entities shall ensure that it does not decrease the capacity of internal control and shall ensure that the competent supervisor to the information necessary to access. In no case may delegate functions in third parties when it decreases the capacity of internal control or the supervision of the competent supervisory body. The entity shall verify that the person or entity that intends to delegate functions meets the requirements established in this law and its development provisions.

Credit institutions that provide investment services shall comply with the requirements of internal organization referred to in this section, with specifications to be determined by regulation, corresponding to the Bank of Spain the powers of supervision, inspection and sanction of these requirements. These entities won't be them applicable prohibition to use on their own funds from its customers set out in point (c)) above.

4. the systems, procedures and mechanisms referred to in this article shall be comprehensive and proportionate to the nature, scale and complexity of the risks inherent in the business model and the activities of the entity. They will also be configured according to technical criteria that will ensure the proper management and treatment of risks to be determined according to the rules.

According to the rules will be established the content and requirements of the procedures, records, and measures laid down in this article. Also, regulations internal organization requirements shall be established financial advisory firms that are natural persons.

5. in all group companies of investment services, each integrated financial institutions must take the precise measures to appropriately solve potential conflicts of interest between clients of different entities of the group.

6. the Board of Directors of investment services companies must define a system of governance that ensures an effective and prudent management of the institution, and to include the proper allocation of functions in the Organization and the prevention of conflicts of interest.

The Board will monitor the application of the system of corporate governance and will answer it. For this you must control and periodically evaluate the effectiveness of the system and take appropriate measures to solve its shortcomings.

7 the system of corporate governance shall be governed by the following principles: to) the responsibility for the Administration and management of the institution, approval and monitoring of the implementation of its strategic goals, its strategy of risk and its internal government, will be held by the Board of Directors.

(b) the Board of Directors will ensure the integrity of the systems of accounting and financial information, including financial and operational control and compliance with the applicable legislation.

(c) the Board of Directors shall supervise the process of dissemination of information and communications relating to the company's investment services.

(d) the Board of Directors is responsible for ensuring effective oversight of senior management.

(e) the Chairman of the Board of Directors may not simultaneously occupy the post of CEO, unless the entity justifies it and authorizes it the National Commission of the stock market.

8. investment services companies must have, in conditions commensurate with the nature, scale and complexity of its activities, with units and internal procedures to carry out the selection and continuous evaluation of the members of its Board of administration and its directors general or assimilated, and persons who exercise functions of internal control or key positions for the daily development of the activity of the company's investment services , pursuant to this section.

Assessment of the suitability of previous charges in accordance with the criteria of good repute, experience and good governance established in this law shall be by the company of investment services as well as by the National Commission of the Mercado de Valores, terms which provide for regulations.

Investment service companies shall ensure at all times the fitness requirements provided for in this law.

9. investment services firms will have a web page where will be broadcast to the public information referred to in this chapter and shall communicate the mode in which meet the obligations of corporate governance.

10. for the purposes of this law, it will match the Board of Directors to any equivalent body of investment services companies.»

12. Added a new article 70 ter. One: «Article 70 ter. One. Nominations Committee.

1. the services of investment companies shall constitute an appointments Committee, composed of members of the Board of Directors that do not perform executive functions in the entity. The National Commission of the stock market may determine that a firm of investment services, because of their size, their internal organization, nature, scope or low complexity of their activities, may constitute the cited Committee jointly with the remuneration Committee, or else is exempt from this requirement.

2. the Nominations Committee established a goal of representation for the sex under-represented in the Board of Directors and shall draw up guidance on how to achieve this objective.

3 however stated in paragraph 1, this article shall not apply to the companies of investment services that meet the following requirements: to) not be authorized to provide the auxiliary service referred to in article 63.2. a).

(((((b) lend only one or more of the services or investment activities listed in article 63.1. a), b), d) and g).

(c) not be authorised to deposit money or securities of their clients and that, for this reason, never can found in debtor situation respect to such customers.

(Este artículo tampoco será de aplicación a aquellas empresas de servicios de inversión autorizadas exclusivamente a prestar el servicio a que se refiere el artículo 63.1.h).»

13. Added a new article 70 ter. Two: «Article 70 ter. Two. Obligations in the field of remuneration.

1. investment services companies provide in conditions commensurate with the nature, scale and complexity of its activities, policies of remuneration consistent with the promotion of a sound and effective risk management.


2. the remuneration policy shall apply to the categories of staff whose professional activities have an impact significantly on your risk, at the level of group, parent and subsidiary company profile. In particular, applies to senior managers, employees who take risks to investment services company, to which exercise functions of control, as well as any worker who receives a global compensation that includes it in the same scale of pay than the previous ones, whose professional activities have an impact significantly on the risk profile of the institution.

3. the services of investment companies shall submit to the National Commission of the market of values how much information this requires them to comply with the obligations in the field of remuneration and, in particular, a list indicating categories of staff whose professional activities have an impact on your risk profile significantly. This list would be submitted annually and, in any case, when there have been significant changes in the presented lists.

4. the policy of remuneration shall be determined in accordance with the General principles laid down for credit institutions in article 33 of the law 10/2014, management, Supervision and solvency of credit institutions.

5. in regard to the variable elements of remuneration shall apply the principles provided to credit institutions in article 34 of the law 10/2014, management, Supervision and solvency of credit institutions.

6. the services of investment companies shall constitute a remuneration Committee. The National Commission of the stock market may determine that a firm of investment services, because of their size, their internal organization, nature, scope or low complexity of their activities, may constitute the cited Committee jointly with the Committee on appointments, either is exempt from this requirement.

Still the above, this article shall not apply to the companies of investment services that meet the following requirements: to) not be authorized to provide the auxiliary service referred to in article 63.2. a).

(((((b) provide only one of the services or investment activities listed in article 63.1. a), b), d) and g).

(c) not be authorised to deposit money or securities of their clients and that, for this reason, never can found in debtor situation respect to such customers.

This article shall not be applicable to those investment services companies exclusively authorized to provide the service referred to in article 63.1 h).

7. in the case of companies of investment services that receive public financial support, shall apply, in addition to the rules laid down in article 33 of the law 10/2014, management, Supervision and solvency of credit institutions, the contained, for credit institutions, article 35 of this law and its development, with adaptations to regulations «, if any, were necessary due to the nature of the entity.»

Fourteen. Added a new article 70 ter. Three: «Article 70 ter. 3. Risk management and risk Committee.

1. the Board of Directors is responsible for the risks that assumes an investment services company. For these purposes, investment services companies should establish effective channels of information to the Board of Directors on the policies of risk management of the company and all the important risks that it faces.

2 in the exercise of its responsibility for risk management, the Board of Directors shall: a) devote sufficient time to the consideration of issues related to the risks. In particular, will actively participate in the management of all substantial risks referred to in the Regulation (EU) No. 575/2013, June 26, and the solvency rules laid down in this law and its development provisions, will be allocated adequate resources for risk management, and it will intervene, in particular, in the valuation of assets the use of external credit ratings and internal models relating to these risks.

(b) approve and periodically review the strategies and policies of assumption, management, monitoring and reduction of risks that the company's investment services is or may be exposed, including those who present the macroeconomic situation in which operates in relation to the phase of the economic cycle.

3. investment services firms must have a unit or organ that assumes the function of risk management that are proportional to the nature, scale and complexity of its activities, independent of the operational functions, having authority, capacity and resources, as well as timely access to the Board of Directors.

4. the services of investment companies shall constitute a risk Committee. The National Commission of the stock market may determine that a firm of investment services, because of their size, their internal organization, nature, scope or low complexity of their activities, can be assigned functions of the risk Committee to the joint Audit Committee either is exempt from the Constitution of this Committee.

Still the above, this article shall not apply to the companies of investment services that meet the following requirements: to) not be authorized to provide the auxiliary service referred to in article 63.2. a).

(((((b) provide only one of the services or investment activities listed in article 63.1. a), b), d) and g).

(c) not be authorised to deposit money or securities of their clients and that, for this reason, never can found in debtor situation respect to such customers.

(Este artículo tampoco será de aplicación a aquellas empresas de servicios de inversión autorizadas exclusivamente a prestar el servicio a que se refiere el artículo 63.1.h).»

15. Gives new wording to article 70 d: «article 70 d. Combined requirement of capital cushions.

1. investment services firms must comply at all times requirement combined capital cushions, understood as the total of the capital of level 1 ordinary defined in article 26 of Regulation (EU) No. 575/2013, 26 June, necessary to comply with the obligation to dispose of a mattress of conservation of capital, more, if applicable (: a) a mattress of each institution's specific counter-cyclical capital.

(b) a mattress for (EISM) global systemically important institutions.

(c) a mattress for other entities of systemically important (OEIS).

(d) a mattress against systemic risks.

This obligation will be fulfilled without prejudice to the requirements of own resources laid down in article 92 of the Regulation (EU) No. 575/2013, June 26, and those others which, if any, may be required by the National Commission of the stock market, pursuant to article 87 g.

2. these mattresses will be calculated in accordance with Chapter III of title II of the Act 10/2014, management, Supervision and solvency of credit institutions.

3 Notwithstanding the above, these mattresses do not apply to unauthorized investment services companies to perform the activities set out in the letters c)) and (f) of article 63.1.

Also, they will not apply to small and medium-sized enterprises of investment services, whenever, in the opinion of the National Commission of the stock market, this does not pose a threat to the stability of the Spanish financial system, capital conservation mattress and mattress counter-cyclical.

For these purposes means small and medium-sized enterprises defined in accordance with recommendation 2003/361/EC of 6 May 2003, the Commission on the definition of micro, small and medium-sized enterprises.

4. the ordinary tier 1 capital required to meet each of the different mattresses in accordance with paragraphs 1 and 2, may not be used to satisfy the rest of mattresses and the requirements of own resources to that referred to in the last subparagraph of paragraph 1, except as provided by the National Commission of the stock market in relation to the mattresses for systemically important institutions and the mattresses against systemic risks.

5. the compliance with the requirements of capital cushions should be made individually, consolidated or subconsolidated according to what is established by law, pursuant to the first part, title II, of Regulation (EU) No. 575/2013, 26 June.

6. when a company or group fails to comply with the obligation established in paragraph 1, it shall be subject to restrictions on distributions related to the ordinary capital of level 1, pursuant to article 48 of the law 10/2014, management, Supervision and solvency of credit institutions and must submit a plan for the conservation of capital in accordance with article 49 of the said provisions to the National Commission of the stock market Law.»

Sixteen. It introduces a new article 70 sexies, with the following wording: «article 70 sexies. Notification of violations.

Investment service companies must have appropriate procedures so that employees can report violations at internal level through a specific, autonomous, and independent channel.

These procedures shall ensure the confidentiality of both the person who reported the infractions and persons allegedly liable for the infringement.


Also, you must ensure is that employees reporting of offences committed in the State be protected against retaliation, discrimination and unfair treatment any other.'

Seventeen. The fifth article 71 bis.2 paragraph is worded as follows: «the National Commission of the market of stock will assume the responsibility to ensure that the services provided by the branch within Spanish territory met the obligations set out in articles 59 bis, 79, 79 bis, 79 ter, 79 sexies and the obligations set out in chapter III of title XI and measures taken in accordance with them. Consequently, the National Commission of the stock market shall have the right to examine the measures taken by the branch and ask the amendments strictly necessary to ensure compliance with the provisions on such items and the measures taken in accordance with them, with respect to the services and activities provided by the branch within Spanish territory.»

Eighteen. Amending the first paragraph of the letter e) article 78 bis.3 which is worded as follows: «e) other customers who request it prior, and expressly renounce their treatment as retail customers. «To d) of this section.»

Nineteen. Paragraph d is modified) article 79 bis.8 which is worded as follows: «d) that the entity meets the provisions of article 70 ter.2.d).»

20. Article 79 c which is drawn up is amended as follows: «article 79 c. Investment as part of a financial product services.

«Information and registration obligations referred to in the articles 79 bis and 79 ter above shall apply to investment services offered as part of other financial products, without prejudice to the latter of its specific legislation, especially that related to the assessment of the risks and requirements of information to supply to customers.»

Twenty-one. Add a new paragraph 5 bis to article 84: "5 bis. «Financial holding companies, financial ventures of portfolios and societies mixed portfolio, in accordance with article 4.1.20 and 21, respectively, of Regulation (EU) No. 575/2013, 26 June, among whose subsidiaries are investment services companies.»

Twenty-two. Added a new article 84 bis: «article 84 bis.» Program supervisor.

1 the national of the SEC will approve, at least once a year, a program supervisor in relation to the following investment services companies: to) those whose results in stress tests, referred to in paragraph 3, or in the process of monitoring and evaluation, make clear the existence of significant risks to its financial soundness or reveal the breach of the solvency rules.

(b) that pose a systemic risk to the financial system.

(c) any others that the National Commission of the stock market deemed necessary in the exercise of their supervisory functions.

2. this programme shall contain at least the information referred to in article 55.2 of the Act 10/2014, management, Supervision and solvency of credit institutions and the National Commission of the market of stock, in the light of the results of the programme, may take the measures it deems appropriate in each case, among which are those set out in article 55.3 from the Act.

3. at least once a year, the National Commission of the stock market undergo stress tests subject to its supervision of investment services companies, in order to facilitate the review and evaluation process provided for in this article. To this end, the National Commission of the stock market you can endorse and transmit as such entities and groups, guides them to adopt the European banking authority for these purposes.

Still the above, this article shall not apply to non-authorised investment services companies to the auxiliary service referred to in article 63.2. to), providing only one or more of the services or investment activities listed in article 63.1. to), b), d) and g), and to which no allows you to have deposit money or securities of their clients and that , for this reason, never can be found in debtor situation with regard to such customers.

4. the National Commission for the securities market shall take into account to establish its program supervisor information received from the authorities of other Member States in relation to investment there services companies established branches. For this same purpose, it will also consider the stability of the financial system of those Member States.»

Twenty-three. The letter e) 85.2 article and the first paragraph of the article 85.6 are written as follows: «e) require the cessation of any practice that is contrary to the provisions laid down in this law and its implementing rules, as well as require no repetition of this practice in the future.» «» 6 the National Commission of the market of stock, in the exercise of the powers of supervision and inspection referred to in this law, can communicate and require the entities provided for in articles 64, 65, 84.1) to e), and 84.2. to) to c), by electronic means, the information and measures contained in this law and its development provisions. The entities concerned, will have obligation to enable the time that is set for this purpose, the technical means required by the National Commission of the stock market for the effectiveness of their systems of electronic notification, pursuant to article 27.6 of law 11/2007, of 22 June, electronic access of citizens to public services.»

Twenty-four. Article 86 is drawn up in the following way: «article 86. Obligations of accounting and consolidation.

1. accounts and individual annual reports and consolidated for each year of the entities referred to in article 84.1 must be approved, within four months following the close of the former, by its corresponding general meeting, previous conduct of the audit of accounts.

2. without prejudice to the provisions of title III of book I of the code of Commerce, it empowers the Minister of economy and competitiveness and, with your express authorization, to the National Commission of the Mercado de Valores, the Bank of Spain or the Institute of accountancy and audit of accounts, to establish and modify in relation to entities mentioned in the preceding paragraph accounting standards and models to its financial statements, as well as those related to the fulfillment of the coefficients to be established, with the frequency and detail with which the corresponding data must be supplied to the Commission or make public in General by the very institutions need to be adjusted. This ability will not be more restrictive than the requirement that advertising criteria are similar for the various categories and homogeneous for all entities in the same category.

The ministerial order which establishes the habilitation will determine reports which, if any, will be mandatory for the establishment and modification of the above standards and models, as well as the resolution of consultations on the regulations.

In addition, it empowers the Minister of economy and competitiveness, and with your express authorization, to the National Commission of the stock market, to regular records, internal databases or statistical and documents that should be the entities listed in article 84.1, as well as in relation to its operations in securities market, the other entities referred to in article 65.

3 the Minister of economy and competitiveness and, with its express clearance, the National Commission of the stock market, the Bank of Spain or the Institute of accountancy and audit of accounts, have the same powers provided for in the preceding paragraph in relation to the groups consolidated companies of investment services referred to in the following paragraph and the consolidated groups whose parent company is one of those mentioned in article 84.1. a) and b). The exercise of these powers will require the mandatory reports that, in his case, determined in the ministerial order of qualification.

4. for the fulfilment of the minimum levels of resources and limitations imposed under the Regulation (EU) No. 575/2013, 26 June, investment services companies will consolidate their financial statements with the other companies of investment services and financial institutions which constitute them a unit of decision, pursuant to article 4 and in accordance with the provisions of that regulation.

5. the National Commission of the stock market may require the entities subject to consolidation how much information is needed to verify made bindings and analyze the risks borne by the whole of the consolidated entities as well, with same object, inspect books, documents and records.


When of an investment services company economic, financial or management relationships with other entities fit presume the existence of a relationship of control within the meaning of this article, while authorities have proceeded to the consolidation of its accounts, the National Commission of the stock market may request information to these entities or to inspect for the purpose of determining the origin of the consolidation.

6. the national stock market Commission may request information from individuals and inspect to non-financial entities with which there is a relationship of control as provided for in article 4, for purposes of determining its impact on the legal, financial and economic situation of the companies in their consolidated groups and investment services.

7 consolidation duty laid down in article 42 of the code of Commerce shall be fulfilled by consolidating issues referred by those groups of companies whose parent is an investment services firm, or those others who have dominant a company whose main activity is the holding of participations in investment services companies. This duty shall be fulfilled, also for groups of all governing bodies of official secondary markets of the clearing and settlement of securities service.

It is understood without prejudice to the obligation to consolidate among themselves that may exist for subsidiaries that are not financial institutions, where appropriate in accordance with the designated article 42 of the code of Commerce."

Twenty-five. Article 87 is worded as follows: «article 87. Relations with other supervisors in the field of the supervision on a consolidated basis.

1. any rule that rendered in development of this law provides for what and which can affect financial entities subject to the supervision of the Bank of Spain or the General Directorate of insurance and pension funds will dictate prior report of these.

2. whenever a consolidatable group of investment services companies exist entities subject to supervision on an individual basis by a body other than the National Commission of the stock market, this, in the exercise of the powers attributed to it by this law on these entities, must act in coordination with the Agency supervisor who, in each case, appropriate. The Minister of economy and competitiveness may issue rules needed to ensure proper coordination.

3. the Minister of economy and competitiveness, following a report of the National Commission of the stock market, on the proposal of the Bank of Spain, may agree that a group of companies of investment services that integrates one or more credit institutions capable of adhering to a deposit-guarantee fund considered consolidatable group of credit institutions and is Therefore, subjected to supervision on the basis established by the Bank of Spain.

Twenty-six. A new wording is given the letter and paragraphs 1 and 2 of article 87 bis to) Article 87 bis.3: «(1. Corresponderá a la Comisión Nacional deel Mercado de Valores, en su condición de autoridad responsable de la supervisión de las empresas de servicios de inversión y sus grupos consolidables: a) review systems, whether agreements» , strategies, procedures, or mechanisms of any kind, applied to comply with the rules of solvency contained in this Act and provisions that develop it, as well as in the Regulation (EU) No. 575/2013, 26 June.

(b) determine if systems, own resources and liquidity maintained by investment services companies guarantee sound and prudent management and a solid coverage of their risks.

((c) determined from the review and evaluation referred to in the preceding paragraphs if the systems referred to in to) and own funds and liquidity maintained guarantee management and solid coverage, respectively, of their risks.

The analysis and assessments referred to in the preceding paragraphs will be updated with at least annually.

2 the National Commission of the market of stock, in the performance of its functions as the authority responsible for the supervision of service investment and its consolidated Group companies: to) take duly into consideration the potential impact of their decisions on the stability of the financial system in all the other Member States concerned, in particular, in emergency situations based on the information available at the time.

(b) it shall take into account the convergence of tools and practices of supervision in the field of the European Union.

(c) cooperate with the competent authorities of other Member States of the European Union, as parties to the European system of Financial Supervision (SESF), with full mutual respect and confidence, in particular to ensure the flow of relevant and reliable information between them and other parts of the SESF, in accordance with the principle of loyal cooperation laid down in article 4.3 of the Treaty on European Union.

(d) participate in the activities of the banking authority European and, where relevant, in the colleges of supervisors.

(e) shall endeavour to comply with the guidelines and recommendations that formulate the European banking authority in accordance with article 16 of the Regulation (EU) No. 1093 / 2010 of the European Parliament and of the Council of 24 November, which establishes a European authority of Supervision (European banking authority), amending Decision No. 716/2009/EC and repealing Decision 2009/78/EC , of the Commission, and adhere to the warnings and recommendations to the European systemic risk Board in accordance with article 16 of the Regulation (EU) No. 1092 / 2010, 24 November concerning the macro-prudential oversight of the financial system in the European Union and is establishing a European systemic risk Board.

(f) cooperate closely with the European systemic risk Board.»

«a) forcing companies of investment services and its groups to maintain own resources additional to those required on a minimum basis. The National Commission of the market of values should do so, at least, whenever you appreciate serious deficiencies in the organisational structure of the company of accounting procedures and internal control mechanisms, or investment services or endpoints, including notably those mentioned in article 70.2, or whenever you notice, in accordance with the provisions of paragraph 1 c) of this article that systems and maintained own funds referred to in the provision do not warrant strong risk management and coverage. In both cases the measure shall be adopted when the National Commission of the stock market consider unlikely to the mere application of other measures to improve these deficiencies or situations within a suitable period.»

Twenty-seven. 87 ter the following part is added: 'article 87 ter. Supervision of financial Ventures portfolio and mixed portfolio companies.

1. when a financial joint holding company subject to supervision by the National Commission of the stock market is subject to equivalent provisions in virtue of this law and the law 5/2005, of 22 April, of supervision of financial conglomerates and why amending other laws of the financial sector, particularly in terms of monitoring depending on the risk the National Commission of the stock market, after consultation with other authorities responsible for the supervision of subsidiaries of the mixed financial holding company, may decide that the provisions of the law 5/2005, of 22 April, and its implementing regulations should apply to that company only.

2. Likewise, when a mixed financial holding company subject to the supervision of the National Commission of the stock market are subject to equivalent provisions under this Act and the text revised of the Act of ordination and supervision of private insurance approved by Royal Legislative Decree 6/2004, of 29 October, particularly in terms of monitoring depending on the risk the National Commission of the stock market, after consultation with other authorities responsible for the supervision of subsidiaries of the mixed financial holding company, may decide that the provisions of the consolidated text of the Act of ordination and supervision of private insurance apply to that company only.

3. the National Commission of the stock market shall inform the European banking authority and the European authority of insurance and pension funds of the decisions taken pursuant to the preceding paragraphs.

4. without prejudice to the provisions of the fourth part of the Regulation (EU) No. 575/2013, of June 26, when the parent undertaking of one or more investment services companies in Spain is a mixed holding company, the National Commission of the stock market will be the general supervision of the operations between the investment company and the joint holding company and its subsidiaries.


5. the companies subsidiaries of investment services of a mixed holding company must have systems of risk management and internal control mechanisms appropriate, including solid information and accounting procedures, in order to identify, measure, track, and properly control operations with its mixed portfolio parent and subsidiaries of this company. The National Commission of the stock market will require investment services company to report of any other significant operation with these entities other than the one mentioned in the Article 394 of the Regulation (EU) No. 575/2013, 26 June. Such procedures and significant transactions shall be subject to the supervision of the National Commission of the stock market.»

Twenty-eight. 87 c the following part is added: 'article 87 c. Supervision of companies of third countries and their branches investment services.

1. the obligations laid down in the rules of solvency will not be payable to branches of investment firms headquartered in a State not member of the European Union provided that they are subject to equivalent obligations under the terms to be determined by regulation.

2. companies of investment services whose parent is a financial institution domiciled outside the European Union shall not be subject to supervision on a consolidated basis, provided that they are subject to such supervision by the relevant competent authority of the third country, which is equivalent to that provided in this law and its implementing regulations , and in the first part, title II, Chapter 2 of Regulation (EU) No. 575/2013, 26 June.

The National Commission of the stock market, check this equivalence, it must take into account guidelines drawn up by the European banking authority for that purpose, which shall be consulted before adopting a decision on the matter.

Where not appreciated the existence of an equivalent supervisory regime, it will be applicable to investment services companies referred to in the first subparagraph of this paragraph the regime of supervision on a consolidated basis provided solvency regulations.

Notwithstanding the provisions of the preceding paragraph, the National Commission of the stock market may establish other methods of supervision on a consolidated basis of the groups referred to in this section. Among these methods, will have the authority of the National Commission of the stock market of demanding the Constitution of a dominant financial institution which has its head office in the European Union. Methods must fulfil the objectives of the supervision on a consolidated basis defined in this law and be communicated to the other competent authorities involved, the European Commission and the European banking authority.

Twenty-nine. Add the following article 87 d: «article 87 d. Development of guidelines in the field supervisor.

1. the national stock market Commission elaborate technical guides aimed at entities and individuals subject to its supervision, indicating the criteria, practices or procedures that are considered appropriate for compliance with the rules of the securities markets. These guides, which should be made public, may include the criteria that the own national Commission of the stock market will follow in the exercise of its oversight activities.

«2. to this end, the National Commission of the stock market may endorse, and transmit as such, as well as develop guidelines that addressed the subjects subject to its supervision, approval bodies or active international committees, relating to the criteria, practices or procedures suitable to promote better compliance with the standards of management and discipline of the stock markets and the supervision of compliance.»

Thirty. 87 sexies the following part is added: 'article 87 sexies. Obligations of information of the National Commission of the stock market in emergency situations.

The National Commission of the stock market will notice, as soon as possible, the Minister of economy and competitiveness, the remaining authorities supervisory, domestic or foreign, affected, the European banking authority and the European systemic risk Board, of the emergence of an emergency situation, including a situation as defined in article 18 of Regulation (EU) No. 1093 / 2010 of the European Parliament and of the Council , November 24, 2010, which establishes a European authority of Supervision (European banking authority), amending Decision No. 716/2009/EC and repealing Decision 2009/78/EC of the Commission, and, in particular, in those cases where there is an adverse evolution of the financial markets, which may affect the liquidity in the market and the stability of the financial system of any Member State of the European Union which have authorized service companies of a group subject to supervision on a consolidated basis of the National Commission of the stock market or which are established significant branches of a Spanish investment company, as referred in article 91 d.»

Thirty-one. 87 CF the following part is added: 'article 87 septies. Obligations of disclosure of the National Commission of the stock market.

1 the National Commission of the market of stock periodically disclose the following information concerning the rules on solvency of investment services companies: to) statistical data aggregated on the key aspects of the implementation of the prudential framework in Spain, including the number and the nature of the monitoring measures taken in accordance with articles 70 70 d, 87 g and 87 nonies and imposed administrative sanctions; all of this under the regime of professional secrecy laid down in article 90.

(b) the general criteria and methods adopted to check compliance with the provisions of articles to 409 405 of Regulation (EU) No. 575/2013, 26 June.

(c) a brief description of the outcome of the supervisory review and description of the measures imposed in cases of non-compliance with the provisions in articles 405-409 of Regulation (EU) No. 575/2013, on 26 June, on an annual basis, and without prejudice to the obligations of secrecy set out in article 90.

(d) the results of the stress tests carried out in accordance with paragraph 3 of article 84 bis or article 32 of Regulation (EU) No. 1093 / 2010 of 24 November.

When determined by the European banking authority, the information referred to in this paragraph will be transmitted to this authority for the subsequent publication of the result at the level of the European Union.

(e) other information to be determined by regulation.

2. the information published in accordance with paragraph 1 must be sufficient to allow a meaningful comparison of the approaches adopted by the National Commission of the stock market with the counterpart authorities of the various Member States of the European Union. The information will be published on the format to determine the European banking authority and will be updated regularly. It will be accessible in the electronic office of the National Commission of the stock market."

Thirty-two. 87 g the following part is added: 'article 87 g. Prudential supervision measures.

1 the National Commission of the market of stock required to enterprises for investment services or consolidated groups of investment firms that quickly take steps to return to compliance in the following circumstances: to) when they do not comply with the obligations contained in the rules of solvency.

(b) when the own national Commission of the stock market have information according to which it is reasonably foreseeable that the entity fails to comply with the obligations referred to in the preceding paragraph in the following twelve months.

2 in the circumstances provided for in the preceding paragraph the National Commission of the stock market may take one or several of the following measures it deems most appropriate according to the situation of the services of investment or the Group company: to) require businesses of investment services that maintain own funds in excess of the capital requirements laid down in article 70 d and Regulation (EU) No. 575/2013 26 June, in relation to risks and elements of risk not covered by article 1 of that regulation.

(b) require investment services companies and their groups to strengthen procedures, mechanisms and strategies established in order to comply with the provisions of article 70.2.

(c) require investment services companies and their groups that present a plan to restore compliance with the monitoring requirements laid down in this law and in the Regulation (EU) No. 575/2013, 26 June, which set a deadline for his execution and that entering the plan the necessary improvements in terms of its scope and lead time.

(d) require that their groups and investment services companies apply a specific policy of provision of supplies or a specific treatment of assets in terms of own resources requirements.

(e) restrict or limit the business, operations or network of investment services companies or apply for the abandonment of activities arising excessive risks for the soundness of an investment services company.


(f) require the reduction of the risk inherent in the activities, products and systems of the investment services companies.

(g) require investment services companies and their groups which limit the variable pay as a percentage of net revenues when it is inconsistent with maintenance of a sound capital base.

(h) require investment services companies and their groups using the net benefits to reinforce its own resources.

(i) prohibit or restrict the distribution by the company of investment services of dividends or interest to shareholders, partners or owners of additional tier 1 capital instruments, always and when the prohibition does not constitute a case of breach of the obligations of the investment services company.

(j) impose obligations of additional or more frequent information, including information on the status of capital and liquidity.

(k) the obligation to have a minimum amount of liquid assets enabling to cope with potential outputs of funds arising from liabilities and commitments, even in case of serious events that may affect the availability of liquidity, and maintain an appropriate structure of sources of funding with maturities in their assets, liabilities and commitments in order to avoid potential imbalances or tensions of liquidity which may damage or put at risk the financial situation of the investment services company.

3. the provisions of the preceding paragraph is understood without prejudice to the application of the penalties provided for in this law.»

Thirty-three. 87 nonies the following part is added: 'article 87 nonies. Additional requirements of resources.

1 the National Commission of the market of stock investment services companies require the maintenance of own funds in excess of those established in accordance with article 87 octies.2.a), at least in the following cases: a) if investment services company does not meet the requirements set out in article 70.2 or article 393 of the Regulation (EU) No. 575/2013 , 26 June.

(b) if there are risks or risk elements that are not covered by the requirements of own resources established in article 70 d or regulation (EU) No. 575/2013, 26 June.

(c) if it is likely that the application of other measures is insufficient by itself to improve enough systems, procedures, mechanisms and strategies within an appropriate period.

(d) if the review referred to in article 87 bis.1, reveals that non-compliance with the requirements for the application of a calculation method of own resource requirements requiring prior authorization in accordance with the third part of the Regulation (EU) No. 575/2013, 26 June, could lead to insufficient own resources requirements , or if adjustments in valuation regarding positions or specific portfolios within the trading book, as established in article 105 of Regulation (EU) No. 575/2013, 26 June, do not allow that the company's investment services sells or cover their positions in a short period of time without incurring significant losses in normal market conditions.

(e) if there were reasons to consider that risks may be underestimated despite the fulfilment of the requirements of the Regulation (EU) No. 575/2013, June 26, and this law and its implementing rules.

(f) if the investment services firm notifies the National Commission of the stock market, in accordance with article 377.5 of Regulation (EU) No. 575/2013, of 26 June, the results of resistance test referred to in article exceed significantly the requirements of own resources derived from the correlation trading book.

2 a. effects of the determination of the appropriate level of own resources on the basis of review and evaluation carried out in accordance with article 87 bis.1, the National Commission of the stock market will assess the following: to) the quantitative and qualitative aspects of the evaluation process of the companies of investment services referred to in article 70.2.

(b) the systems, procedures and mechanisms related to the rescue and resolution of investment services companies plans.

(c) the results of the review and evaluation carried out in accordance with article 87 bis.1.

(d) systemic risk."

Thirty-four. Added item 87 decies.

«Article 87 decies. Monitoring of the requirements of honesty, knowledge and experience and good governance.

In its functions of supervision of the requirements of honesty, knowledge and experience and good governance referred to in article 70 ter.8, the National Commission of the stock market will be able: to) revoke the authorization in exceptional way, in accordance with article 73.

(b) require the temporary suspension or cessation of the post of Director or director general or assimilated or rectify deficiencies identified in case of lack of good repute, appropriate knowledge or experience or capacity to exercise good governance.

If investment services company is not applicable to the implementation of such requirements within the time specified by the National Commission of the stock market, it may agree to temporary suspension or the termination of the corresponding charge, in accordance with the procedure laid down in article 107.»

Thirty-five. The second paragraph of article 88 is worded as follows: "in all cases of confluence of powers of supervision and inspection between the National Commission of the stock market and the Bank of Spain, both institutions shall coordinate their action under the principle that the supervision of the functioning of securities markets, including issues of organization internal mentioned in article 70 ter.2 It corresponds to the National Commission of the stock market and the supervision of solvency as well as the remaining matters of internal organization fall on the institution that keep the corresponding record. The National Commission of the stock market and the Bank of Spain shall sign conventions in order to coordinate the respective powers of supervision and inspection.»

Thirty-six. A new wording is given the letter f) of article 90.4 and added two new paragraphs 6 and 7 to article 90: f) the information that the National Commission of the stock market have to facilitate, for the fulfilment of their respective roles, to the autonomous communities with powers in the field of stock exchanges; the Bank of Spain; the General Directorate of insurance and pension funds; the Institute of accountancy and audit of accounts, guiding companies officials secondary markets in order to ensure the functioning of regular thereof; guarantee of investor funds; to the Auditors or trustees of a services company investment or an entity of the group, designated in the appropriate administrative or judicial procedures, and the Auditors of the accounts of the companies in their groups and investment services.

«(6. La transmisión de información reservada a los organismos y autoridades de países no pertenecientes ael Espacio Económico Europeo a que se refiere el apartado 4.j) will be conditional, when the information is originated in another Member State, to express compliance of the authority that has transmitted it, and may only be communicated to the above recipients for the purposes for which that authority has given its agreement. " (Igual limitación se aplicará a las informaciones a las cámaras y organismos mencionados en el apartado 4.i) and the information required by the Court of accounts and the research committees of the general courts.»

And (f) in relation to the Institute of accountancy and audit of accounts».

Thirty-seven. Modify paragraph 1 bis and add a new paragraph 6 to article 91 with the following wording: «1 bis. «The National Commission of the stock market will cooperate with the European banking authority for the purpose of Regulation (EU) No. 575/2013, 26 June, in accordance with the Regulation (EU) No. 1093 / November 24, 2010.»

«6. the National Commission of the stock market, in its capacity as authority responsible for supervision on the solvency of the consolidated groups of investment firms, will collaborate with the EU supervisory authorities. For this purpose: to) will coordinate the collection of information and disseminate among the remaining authorities responsible for the supervision of the Group's investment service companies the information deemed important in both normal and emergency situations.

(b) it shall plan and coordinate monitoring in normal situations, regarding, inter alia, the activities referred to in articles 70, 70 d, 87 g and 87 nonies related consolidated supervision, and in the provisions relating to technical criteria concerning the organisation and treatment of risks, in collaboration with the competent authorities involved.


(c) it shall plan and coordinate activities of supervision, in collaboration with the competent authorities involved and, where appropriate, with central banks in emergency situations or in anticipation of such situations, and in particular, in those cases in which there is an evolution adverse utilities investment or financial markets using, whenever possible , specific communication channels to facilitate crisis management. Regulations the contents of this planning and coordination can be determined.

(d) cooperate closely with other authorities responsible supervisor concerning enterprises of investment services foreign, parent, subsidiaries, or subsidiaries of the same group in the terms provided for in article 91 c.

(e) it will sign agreements of coordination and cooperation with other competent authorities designed to facilitate and establish effective supervision of groups entrusted to their supervision and assume additional tasks arising from such agreements and with content that is established by law.

In particular, the National Commission of the stock market may sign a bilateral agreement in accordance with article 28 of Regulation (EU) No. 1093 / 2010, on 24 November, to delegate their responsibility for supervision of a subsidiary entity to the competent authorities which authorized and supervise the parent undertaking, so that these occupy surveillance of the subsidiary in accordance with the provisions provided for in this law its implementing regulations and in Regulation (EU) No. 575/2013, 26 June. The National Commission of the stock market must inform of the existence and content of such agreements to the European banking authority.»

Thirty-eight. Paragraph 8 of article 91 bis shall be amended as follows: «8. the National Commission of the market of stock, prior to the adoption of decisions which may affect the exercise of the functions of supervision by the competent authorities of another Member State of the European Union involved, consulted them with authorities, providing the information which is essential or relevant» , in view of the importance of the matter concerned.

En_particular, condition must be timely consultation, before adopting the following decisions: to) those referred to in article 69, regardless of the scope of the change in the shareholding is affected by the corresponding decision.

(b) the reports that must be issued on the operations of merger, Division or any other relevant changes in the organization or management of a company's investment services.

(c) the penalties for the Commission of serious and very serious offences which, in the opinion of the National Commission of the stock market, are considered to be of particular relevance.

(d) the measures of intervention and replacement, referred to in article 107.

(e) the application of additional resources, as provided in article 87 octies.2, as well as the imposition of restrictions on the use of internal methods of operational risk measurement.

In the cases collected in the c's), d) and e), should be consulted in all cases to the authority of the European Union responsible for consolidated supervision of the Group eventually affected by the decision.

Exceptionally, the National Commission of the market of securities, may omit consultation prior to the competent authority concerned in another Member State of the European Union, when there are circumstances of urgency or when such consultation might compromise the effectiveness of the decisions to adopt, and must inform the authorities cited, without delay as soon as the decision has been taken."

Thirty-nine. Article 91 sexies is worded as follows: «article 91 sexies. Decisions within the framework of the supervision of groups of companies of investment services which operate in several Member States.

Within the framework of the cooperation to that referred to in article 91.1, the National Commission of the stock market, as a supervisor in a group-consolidated basis, or competent authority responsible for the supervision of subsidiaries of an enterprise's investment services matrix of the European Union or a financial company portfolio or a financial mixed holding company parent of the European Union in Spain will do what is in its power by (reach a joint decision on: to) the application of article 70.2 and article 87 bis.1 to determine the adequacy of the consolidated level of own resources that possess the group in relation to its financial situation and risk profile and the level of resources necessary for the application of article 87 bis.2 to each of the entities of the Group of companies of investment services and on a consolidated basis.

(b) the measures to solve any significant issues and important findings related to the supervision of the liquidity.

The joint decision shall be adopted in accordance with the procedure regulations expected.»

Forty. Paragraph 1 of article 91 septies is drawn up as follows: article 91 septies. Establishment of colleges of supervisors.

«1. the National Commission of the market of stock shall establish colleges of supervisors, in order to facilitate the exercise of the tasks to be determined according to the rules in the framework of the cooperation referred to in article 91.1 and, in accordance with the requirements of confidentiality laid down in the applicable legislation and the law of the European Union as a supervisor on a consolidated basis» It shall, where appropriate, by establishing coordination and cooperation with authorities relevant third countries.

The colleges of supervisors shall constitute the framework in which to develop the following tasks: to) exchange of information between competent authorities and with the European banking authority in accordance with article 21 of Regulation (EU) No. 1093 / 2010 of 24 November.

(b) agree on the voluntary allocation of tasks and voluntary delegation of responsibilities if necessary.

(c) establish prudential examination programmes based on a risk assessment of the group, pursuant to article 87 bis.

d) increase the efficiency of supervision, eliminating any duplication of unnecessary prudential requirements, specifically in relation to requests for information concerning which article 91 bis.8.

(e) consistently apply the prudential requirements provided for in the Regulation (EU) No. 575/2013, on 26 June, in all entities of a group of companies of investment services, without prejudice to the options and abilities offered by the legislation of the European Union.

(f) planning and coordinating the oversight activities, in collaboration with the competent authorities involved and, where appropriate, with central banks, in emergency situations or in anticipation of such situations, according to the work done in other forums that may be in this field.»

Forty-one. A new wording is given to paragraphs 1 and 3 of article 98 and included a new paragraph 3 bis.

«1. in terms of sanctioning procedure, will apply the law 30/1992, of 26 November, legal regime of public administrations and common administrative procedure, and its regulatory development, with the specialties listed in articles 108, 110 and 112 of the law 10/2014, management, Supervision and solvency of credit institutions as well as in this Act and its regulatory development.»

Also, in the exercise of powers to impose penalties attributed to the National Commission of the stock market, will apply to covered entities in the article 84.1 provisions of article 106 of the Act 10/2014, management, Supervision and solvency of credit institutions.

3. the imposition of sanctions shall be recorded in the corresponding administrative registration carried out by the National Commission of the market of stock, which will be accessible through its website. When they are published few sanctions, it will be included, in this website, information about the State in which is located the resource and the result of the same. In addition, the sanctions of suspension, separation and separation with disqualification, once are Executive, shall be entered in addition where applicable, in the mercantile registry.

3A. The publication of the sanctions, both on the website of the National Commission of the stock market and in the "official bulletin of the State", will include information about the type and nature of the offence and the identity of the natural or legal person which justifiably the sanction.

The National Commission of the market of stock may agree that you sanctions imposed by the application of the rates applicable to companies of investment services contained in paragraphs d), e), e) bis, e) ter, e) c, e) d, e) sexies, k), l), l) bis), m), q), u), w), z), z) septies, z) g and z) nonies of article 99 (((((((((((, c), c) bis g), g) bis, k), n), n), p), t) and z) septies of article 100 and paragraphs 3 to 7 of section 107 c, published by keeping confidential the identity of the individuals sanctioned when, in the opinion of the National Commission of the stock market, if any of the following: to) when the penalty is imposed to a natural person and , after a preliminary assessment, the publication of personal data deemed disproportionate.

(b) when the publication likely to jeopardize the stability of the financial markets or an ongoing criminal investigation.


c) when the publication could damage disproportionate to entities or individuals involved, to the extent that damage can be determined."

Forty-two. A new wording is given to c) bis, c) ter, c) quater, l), l) bis and x) of article 99; (((((((((is reenumeran paragraphs z) d and z) sexies, which become, respectively, z) sexies and z) septies and introducing paragraphs e) sexies, k) bis and k) ter, z) g and z) nonies.

«(c bis) (lack of referral to the National Commission of the stock market by the entities listed in article 84.1. (a) and b) in the term established in the regulations or awarded by this, of many documents, data or information must refer him pursuant to the law, in its standards development or the law of the European Union» , or the National Commission of the stock market require in the exercise of their functions, when by the relevance of information or delay in which incurred is has made it difficult to seriously appreciation about their situation or activity, as well as the referral information incomplete or inaccurate data or not truthful, when in these so-called incorrectness is relevant.

(((c) ter) non-observance by the entities listed in article 84.1. a) and b) of obligations related, in each case, authorization, approval or no opposition to their statutes, regulations or with any other matter subject to the previous regime, provided for in this law, its standards development or the law of the European Union.

(((c) quater) non-compliance by the entities listed in article 84.1. a) and b) the demands of capital structure or level of own resources which are les application, as provided for in this law, its development or the law of the European Union rules, the breach of obligations which must grant access to the same as provided for in this law, its standards development or the law of the European Union, as well as non-compliance with the exceptions or limitations on their prices, rates or commissions to implement impose the National Commission of the stock market.

e) sexies) the payment or distribution to holders of instruments counted as equity in the company of services of investment when it is would breach article 70 quinquies.6 or articles 28, 51 or 63 of Regulation (EU) No. 575/2013, 26 June.

k) bis) take an exposure exceeding the limits established in Article 395 of the Regulation (EU) No. 575/2013, 26 June.

k) ter) take on exposure to credit risk in a position of securitisation that does not satisfy the conditions laid down in article 405 of Regulation (EU) No. 575/2013, 26 June.

l) lack of procedures, policies or measures referred to in that article 70 ter; the breach, not merely occasional or isolated, the obligations of corporate governance and organization requirements laid down in that article 70 ter or obligations in the field of remuneration deriving from article 70 ter. Two; and the non-realization of general plan of viability laid down in article 70 ter.2.g).

l bis) the lack of referral by the companies of investment services to the National Commission of the stock market of all information or documents must send in accordance with this Act and its rules of development, with the Regulation (EU) No. 575/2013, 26 June, or requiring the National Commission of the stock market in the exercise of its functions , or your referral with inaccurate, not truthful or deceptive, when with this data is difficult the assessment of the solvency of the entity or of financial conglomerate or consolidatable group which integrates.

For the purposes of this section, means, also, as lack of referral, referral outside the period provided for in the corresponding rule or the term granted when, in his case, the appropriate requirement.

Understood en_particular, included in this paragraph, the lack of referral or incomplete or inaccurate remission of: 1) the data referred to in article 101 of Regulation (EU) No. 575/2013, 26 June.

2nd) the information on major exhibitions, thereby in breach of paragraph 1 of Article 394 of the Regulation (EU) No. 575/2013, 26 June.

3rd) information on compliance with the obligation of maintaining own resources established in article 92 of the Regulation (EU) No. 575/2013, 26 June, in breach of this article 99.1 of the regulation.

4th) information about liquidity requirements, as well as non-compliance with paragraphs 1 and 2 of article 415 of Regulation (EU) No. 575/2013, 26 June.

5) information on the leverage ratio, thereby in breach of paragraph 1 of article 430 of Regulation (EU) No. 575/2013, 26 June.

(x) the breach by business investment, by other financial institutions, or by the public notaries services, obligations, restrictions or prohibitions which derive from the provisions of article 36, or provisions or rules laid down in accordance with article 43 and 44, without prejudice to the provisions of article 107 c.

z) sexies) lack of referral by the credit rating agencies to the National Commission of the stock market, of any data or documents should bring you in accordance with this law and the Regulation (EC) No. 1060 / 2009 of the European Parliament and Council of 16 September 2009 on credit rating agencies, or this require you in the exercise of the functions that are assigned in Customs delegation or cooperation with other authorities competent, as well as submitting information to the National Commission of the stock market with inaccurate data when this is makes it difficult for the appreciation of the organization or operation of the entity or the way of exercise of their activities.

z) 19F) the absence of a Department or customer service.

z) g) the non-Constitution of nominations Committee provided for in article 70 ter. One or the Committee on compensation in the terms provided for in article 70 ter. Two.

«z) nonies) not to publish the required information in breach of this paragraphs 1, 2 and 3 of article 431 or article 451.1 of Regulation (EU) No. 575/2013, 26 June, as well as the publication of such information incomplete or inaccurate.»

Forty-three. A new wording is given to letters e), g) bis and t) of article 100, and introduces a new letter z) 19F.

"(e) the non-compliance by those who are not business services investment, financial institutions, or public notaries, obligations, restrictions or prohibitions arising from the provisions of article 36 or provisions or rules issued in accordance with articles 43 and 44, without prejudice to the provisions of article 107 c.

((g) bis) breach of the obligation to make public the information referred to in article 70 article 70 and bis bis. One, as well as the publication of such information with omissions or false, misleading or not truthful information.

(t) failure to observe occasional or isolated by those who provide investment services of corporate governance obligations and requirements of the Organization envisaged in article 70 ter, as well as obligations in the field of remuneration provided for in the 70 ter. Two breach or occasional or isolated by those who provide investment services of obligations, rules and limitations provided for in articles 70 c, 79, 79 bis, ter 79, 79 d and 79 sexies.

«((z) 19F) breach merely occasional or isolated from the obligation of keeping updated the general viability Plan referred to in article 70 ter.2 g).»

Forty-four. Article 102 is worded as follows: «article 102. Penalties for very serious offences.

1 by the Commission of serious offences will be imposed on the offender one or more of the following penalties: to) fine for an amount of up to the greater of the following amounts: the fivefold of the gross profit obtained as a result of acts or omissions that consist of the infringement; 5 percent of the equity of the offending entity, the 5 per cent total, own or others, funds used in the infringement, or 600,000 euros.

In the case of investment firms that fail to comply with the rules laid down in the Regulation (EU) No. 575/2013, June 26, or that they commit very serious violations to which refers article 98.3 bis, second paragraph, the fine imposed shall be for an amount of up to the greater of the following amounts: the fivefold of the gross profit obtained as a result of acts or omissions that consist of the infringement; 10 per cent of the volume of total annual net businesses including gross income from interests to perceive and related income, the income from shares and other fixed or variable income securities, and commissions or fees receivable, in accordance with article 316 of Regulation (EU) No. 575/2013, 26 June, that has made the company the previous year the own resources of the offending entity, 5 per cent of the total, own or others, funds used in the infringement, or 10,000,000 euros.

If the company referred to in this section is a subsidiary, relevant revenues are gross revenues of the consolidated accounts of the parent undertaking of which depend on the previous year.

(b) suspension or limitation of the type or volume of operations or activities that the offender can be in stock markets during a period not exceeding five years.


(c) suspension of membership of the official secondary market or multilateral system of bargaining for a period not exceeding five years.

(d) exclusion of trading in a financial instrument in a secondary market or in a multilateral trading system.

(e) revocation of the authorization in the case of companies of investment services, entities managers of the market of public debt or other entities registered in the records of the National Commission of the stock market. If it's investment services firms authorised in another Member State of the European Union, this sanction of revocation shall be replaced by the prohibition to launch new operations in the Spanish territory.

(f) suspension in the exercise of the office of administration or direction that the offender in a financial institution for a period not exceeding five years.

(g) separation of the office of administration or direction that the offender in a financial institution, with disqualification for positions of management or direction in the same entity for a period not exceeding five years.

((((h) separation of the office of administration or address the offender deal in any financial institution, with disqualification for positions of management or direction in any other entity provided for in article 84.1 and 84.2 b), c) bis) and (d) by a period not exceeding ten years.

In the case of the infringement referred to in paragraph or) of article 99, will be imposed in any case the penalty collected in paragraph a) of this article, unless the fine can be less than 30,000 euros and in addition a sanctions provided for in paragraphs b), c) or e) of this article, as required by the condition of the offender.

(Also, in the case of failure to comply with the reserve of activity provided for in article 99.q), will be imposed on the offender the penalty contained in the letter to) of this article, meaning in this case gross profit, income earned by the offender in the development of quiet activity, while the fine can be less than 600,000 euros.

In the event that an investment services company acquires a participation despite the opposition of the National Commission of the stock market, regardless of any other sanctions to be adopted, will be available well the suspension of the exercise of the corresponding rights of vote, well the nullity of votes cast or the possibility of their annulment.

In the case of offences committed by persons referred to in article 85.8, sanctions will be imposed in accordance with article 98, without prejudice to the ability of other competent authorities of the European Union to impose sanctions in accordance with the provisions in Regulation (EC) No. 1060 / 2009 of the European Parliament and of the Council , 16 September 2009 on credit rating agencies.

«2. the penalties for very serious offences will be published in the "official bulletin of the State" once sean firm administrative.»

45. Article 103 is worded as follows: «article 103.

1 by the Commission of serious offences will be imposed on the offender one or more of the following penalties: to) fine for an amount of up to the greater of the following figures: twice the gross profit obtained as a result of acts or omissions that consist of the infringement; 2 per cent of the equity of the offending entity, the 2 per cent total, own or others, funds used in the infringement, or 300,000 euros.

In the case of investment firms that fail to comply with the rules laid down in the Regulation (EU) No. 575/2013, 26 June, or unless they committed serious offences referred to in that article 98.3 bis, second paragraph, the fine to impose will be for an amount of up to the greater of the following figures: twice the gross profit obtained as a result of acts or omissions that consist of the infringement; 5 percent of the volume of total annual net businesses including gross income from interests to perceive and related income, the income from shares and other fixed or variable income securities, and commissions or fees receivable, in accordance with article 316 of Regulation (EU) No. 575/2013, 26 June, that has made the company the previous year; 2 percent of the total, own or others, funds used in the infringement, or EUR 5,000,000.

If the company referred to in this section is a subsidiary of a parent undertaking, relevant revenues are gross revenues of the consolidated accounts of the parent company in the preceding financial year.

(b) suspension or limitation of the type or volume of operations or activities that the offender can make to stock markets for a period not exceeding one year.

(c) suspension of membership of the official secondary market or multilateral system of bargaining for a period not exceeding one year.

(d) suspension for a period not exceeding one year in the exercise of the office of administration or direction that the offender in a financial institution.

In the case of the infringement referred to in article 100 x), in relation to any breach of the obligations set out in article 81, the contained in the letter a) of this article shall be imposed in all cases and, in addition, a of the penalties provided for in the letters b) or c) of the same precept, unless you the fine which in your case, is imposed, may be less than 12,000 euros.

The Commission of the intended offence in article 100 g) bis take, in any case, rigged the cancellation of registration of the representative or Attorney in fact in the records of the National Commission of the stock market.

In the event that an investment services company to acquire a significant stake despite the opposition of the National Commission of the stock market, regardless of any other sanctions to be adopted, will be available well the suspension of the exercise of the corresponding voting rights, well the nullity of votes cast or the possibility of their annulment.

«2. the penalties for serious infringements will be published in the "official bulletin of the State" once are firm in the administrative procedure.»

Forty-six. Article 105 is worded as follows: «article 105.

1 in addition to the penalty that it corresponds to impose on the offender by the Commission of very serious offences, where the infringer is a legal person may be imposed one or more of the following sanctions who, exercising direction or administration charges therein, are liable for the infringement: to) fine for up to 400,000 euros.

In the case of investment firms that fail to comply with the rules laid down in the Regulation (EU) No. 575/2013, June 26, or that committed very serious offences referred to in that article 98.3 bis, second paragraph, the fines to be imposed, amounting to up to 5,000,000 euros.

(b) suspension in the exercise of the office of administration or address the offender deal in the State for a period not exceeding three years.

(c) separation of the charge with disqualification for positions of management or direction in the same entity for a period not exceeding five years.

(d) separation of the charge with disqualification for positions of management or direction in any entity provided for in article 84.1 or a credit institution for a period not exceeding ten years.

(e) public reprimand in the «Official Gazette» of the identity of the offender and the nature of the offence or private reprimand.

In the case of the infringement referred to in article 99 or), will be imposed in any case the sanction contained in the letter to) above, unless the fine can be less than 30,000 euros.

"2. in any case, the sanctions imposed in accordance with paragraph 1, shall be published in the"official bulletin of the State"once sean firm administrative."

Forty-seven. Article 106 is worded as follows: «article 106.

1 in addition to the penalty that it corresponds to impose on the offender by the Commission of serious offences, where the infringer is a legal person may be imposed one or more of the following sanctions who, exercising direction or administration charges therein, are liable for the infringement: to) fine for up to 250,000 euros.

In the case of investment firms that fail to comply with the rules laid down in the Regulation (EU) No. 575/2013, 26 June, or unless they committed serious offences referred to in that article 98.3 bis, second paragraph, the fine to impose will be for an amount of up to 2,500,000 euros.

(b) suspension in the exercise of any charge of administration or address the offender deal in the State for a period not exceeding one year.

(c) public reprimand in the «Official Gazette» of the identity of the offender and the nature of the offence or private reprimand.

(In the case of the infringement referred to in the letter x) Article 100, in relation to the breach of the obligations set forth in article 81, will be imposed in any case the sanction contained in the letter to) earlier in this article, unless the fine can be less than 12,000 euros.

"2. in any case, the sanctions imposed in accordance with paragraph 1, shall be published in the"official bulletin of the State"once sean firm administrative."

Forty-eight. Paragraph 1 of article 106 ter is worded as follows: «article 106 ter. " Determining criteria for the sanctions.


1. sanctions applicable in each case by the Commission of very serious, serious or minor offences shall be determined in accordance with the criteria listed in article 131.3 of law 30/1992, of 26 November, legal regime of public administrations and common administrative procedure, and the following: a) the nature and entity of the infringement.

(b) the degree of responsibility of the natural or legal person responsible for the infringement.

(c) the financial soundness of the natural or legal person responsible for the infringement reflected, among other objetivables elements, the total turnover of the legal person liable or the annual income of the individual.

(d) gravity and temporal persistence caused danger or damage caused.

(e) the losses caused to third parties by the infringement.

(f) the profit, if any, as a result of the acts or omissions constituting the offence.

(g) the adverse consequences of the facts for the financial system or the economy.

h) the circumstance of having proceeded to rectify the infringement on its own initiative.

(i) the repair of damages caused.

(j) the collaboration with the National Commission of the stock market, provided that the person or entity has provided items or data relevant for the clarification of the facts under investigation.

(k) in the case of insufficient own resources, the objective difficulties that may have crowded to achieve or maintain the level legally required.

(l) the previous conduct of the entity in relation to the standards of management and discipline affecting him, assisting firm sanctions that had been imposed, during the last five years."

Forty-nine. A new wording is given to the first paragraph of section 107, with the following wording: «(Será de aplicación a las entidades enumeradas en el artículo 84.1.a) (, b)(, c) (, d)(, e) (and f) provisions to credit institutions in article 106 and chapter V of title III of the law 10/2014, management, Supervision and solvency of credit institutions.» The competition to agree on measures of intervention or replacement shall fall to the National Commission of the stock market.'

Fifty. Article 107 ter is worded as follows: «article 107 ter. Information and notification of infringements and administrative sanctions.

1. the National Commission of the stock market will provide each year to the European values and authority markets aggregate information concerning offences committed by breach of this law, as well as the sanctions imposed.

In the case that has been publicly reported an administrative measure or sanction, the National Commission of the stock market will simultaneously notify that fact to the European Securities and markets authority.

«Likewise, subject to the requirements of professional secrecy, the National Commission of the stock market shall notify the European banking authority all the administrative sanctions imposed on the companies of investment services that take consideration of entity for the purposes of the definition referred to in point 3 of article 4.1 of the Regulation (EU) No. 575/2013, 26 June.»

Fifty-one. Added a new article 107 c which is worded as follows: ' 1. are subject to the regime of monitoring, inspection and punishment carried out by the National Commission of the stock market provided in this law, natural and legal persons performing operations subjected to Regulation (EU) No. 236/2012 of the European Parliament and of the Council of 14 March 2012» , sales in short and certain aspects of the CDs for non-payment.

They are also subject to the regime of monitoring, inspection and punishment carried out by the National Commission of the stock market provided in this law, natural and legal persons performing operations subjected to Regulation (EU) No. 648/2012 of the European Parliament and of the Council of 4 July.

National Commission of the stock market shall have the powers contained in article 85 of this law that are necessary to comply with the functions and tasks that are assigned in Customs delegation or cooperation with other competent authorities.

2. without prejudice to the offenders types provided for in articles 99 to 101, the persons referred to in paragraph 1, as well as those who hold positions of management or direction in legal persons there referred to, violate rules of management or discipline included in the mentioned regulations of the European Union, they shall incur administrative liability punishable and it will be apply the penalties provided for in this chapter with the particular conditions laid down in this article.

3 constitute very serious infringement the following breaches of the Regulation (EU) No. 236/2012, 14 March: a) the breach of the obligations contained in articles 5 to 8 of the regulation without respecting specified in article 9 of the same, as the delay in the communication are significant or that there has been a requirement by the National Commission of the stock market , and the breach of the duty of preservation of information contained in this article 9.

(b) the breach of the duty of communication referred to in paragraphs 9 and 10 of article 17 of the regulation, where the delay in communication or the number and volume of operations are significant; as well as the breach of the duty of communication contained in paragraph 11 of article 17, when a delay has occurred in the communication or has been requested by the National Commission of the stock market.

((((c) the realization of short sales when they do not meet the conditions described in article 12 of the regulation, and if at least one of the following circumstances: 1) the realization of the short sale is not merely occasional or isolated, 2nd) realization have a major impact on stock prices, 3rd) operation have relative importance with respect to the volume negotiated in the value in the session command multilateral market ((, 4th) there is high volatility in the market or the value in particular, 5) operation increases the potential risk of failure or delay in the liquidation.

(d) the realization of operations with CDs sovereign default when not permitted by article 14 of the same regulation, in a significant volume.

(e) failure to comply with the obligations contained in articles 13, 15, 18 and 19 of the regulation.

(f) carrying out operations that have been banned or limited by the National Commission of the stock market, pursuant to articles 20, 21 and 23 of the regulation.

4 constitute serious infringement the following breaches of the Regulation (EU) No. 236/2012, 14 March: to) non-compliance with the communication and publication obligations contained in article 9 of the regulation, and those contained in article 17 of the regulation, when they do not constitute offences very serious.

(((((b) the acts described in the lyrics to), b), c) and d) of the preceding paragraph, when they do not constitute very serious breaches.

5 Notwithstanding the offenders types already provided in article 99 of this law, constitute very serious infringement the following breaches of the Regulation (EU) No. 648/2012, July 4: to) non-compliance, when it put this at risk the solvency or viability of the offending person or his group, of the obligations contained in articles 11(1)(ii) 11.2, 11.3 and 11.4 and in titles IV and V of the regulation.

(b) the breach of the obligations contained in articles 4 and 10 of the regulation, not merely occasional or isolated nature or substantial irregularities.

(c) any breach of the obligations contained in article 9 of the regulation by financial counterparties referred to in paragraph 8 of article 2 of that regulation and of entities of central counterparty, not merely occasional or isolated nature or substantial irregularities.

6 Notwithstanding the offenders types provided for in article 100 of this law, constitute serious infringement the following breaches of the Regulation (EU) No. 648/2012, July 4: a) failure to comply with the obligations referred to in the lyrics to), b), c) of paragraph 5 above, when they do not constitute a very serious breach.

(b) the breach nature not merely occasional or isolated or substantial irregularities, of any of the obligations contained in article 9 of the regulation by the counterpart financial not referred to in paragraph 9 of article 2 of that regulation.

7 constitute minor offences in relation to the Regulation (EU) No. 648/2012, 4th of July, the lack of remission in time to the National Commission of the stock market of many documents, data or information must refer to him in the exercise of the functions that are assigned in Customs delegation or cooperation with other competent authorities, as well as missing to the duty of collaboration with performances of supervision of the National Commission of the stock market , a citation for the statement taking, including non-appearance when these behaviors do not constitute serious or very serious offence as laid down in the preceding paragraphs.


In addition, shall be regarded as minor offences failure to comply with the obligations arising out of Regulation (EU) No. 236/2012, March 14, and of Regulation (EU) No. 648/2012, 4th of July, which are not serious or very serious violation pursuant to the preceding paragraphs.

8 the National Commission of the market of stock must request prior report to the Bank of Spain or the General Directorate of insurance and pension funds, as appropriate, for the adoption of any of the following decisions in relation to counterparties subject to their respective prudential supervision: to) decisions relating to the existence of the risk management procedures and to the capital adequacy of the financial counterpart to the purposes of the provisions in the paragraphs 3 and 4 of article 11 of the Regulation (EU) No. 648/2012 of the European Parliament and of the Council of 4 July.

(b) the application of exemptions to the operations intra-group them referred to in article 4(2) and sections 5 and following of article 11 of that regulation.

The decisions that can make the National Commission of the market of values referred to in the letter to), should be based, in any case, the report issued by the authority responsible for the prudential supervision of the corresponding entity.

The National Commission of the stock market may require the Bank of Spain and the General Directorate of insurance and pension funds, how much information is necessary for the exercise of the powers of supervision, inspection and sanction relating to the application of the Regulation (EU) No. 648/2012 of the European Parliament and of the Council of 4 July.

9. the infringements referred to in this article shall be punished in accordance with the penalties provided for in this law.

«10. the fines and periodic penalty payments adopted by the European Securities and markets authority under articles 65 and 66 of the Regulation (EU) No. 648/2012, of 4 July, will undergo an analysis of authenticity by the National Commission of the stock market and will be subsequently executed.»

Fifty-two. Add the fourteenth transitory provision, which is worded in the following way: «fourteenth transitory provision. General plan of viability.

Article 70 ter.2 (El Plan general de viabilidad previsto en la letra g) will be callable entities after six months since is complete the regulatory development to specify its content. "

Fifty-three. Amending the third subparagraph of paragraph 1 of the seventeenth additional provision, which is drawn up in the following way: «will correspond to the National Commission of the stock market authorizing statutes that governed those acquiring entities and its amendments, with the exceptions established by law, as well as authorize the appointment of the members of its Board of Directors and their Directors-General (, which should meet the requirements of the letter f) of article 67.2 of the Act. If the acquiring entities did not have its registered office in Spain and its statutes and modifications and the requirements of members of the Board of Directors and general managers had been verified by the competent authority of another Member State of the European Union or by the supervisory authority of a non-Member State of the European Union whose rule of organisation and operation is similar to the of the National Commission of the market of stock It will correspond to the latter check such verifications.»

Fifty-four. The provision amending final quarter as follows: «fourth final provision.

1. the national stock market Commission is the competent authority in Spain for the purposes of Regulation (EU) No. 236/2012, of the European Parliament and of the Council of 14 March 2012 on sales in short and certain aspects of the CDs for non-payment.

2. the National Commission of the stock market will also be the competent authority in Spain for the purposes of Regulation (EU) No. 648/2012, of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparty entities and operations records. The Commission shall conduct supervision inspection and sanction the activities of entities of central counterparty, financial counterparties and the non-financial counterpart.

«The Bank of Spain and the General Directorate of insurance and pension funds will immediately inform the National Commission of the stock market effective breaches, or the existence of signs founded of predictable non-compliance with, the obligations set out in the article 11.3 and 11.4 of the Regulation (EU) No. 648/2012 of the European Parliament and of the Council of 4 July.»

Second final provision. Modification of law 13/1989, of May 26, credit unions.

Paragraph 4 of article 7 of the law 13/1989, of May 26, credit unions, is amended in the following way: «4. contributions will be reimbursed members under conditions which are designated by law and provided that the governing body authorize it.» In any case, this refund may not be approve when it causes insufficient coverage of the required share capital, reserves and capital adequacy ratio.

Contributions not may submit each other any privilege in its priority in the event of liquidation of the cooperative or competition.»

Third final provision. Modification of law 1/1994 of 11 March, on the legal regime of the reciprocal guarantee companies.

The letter e) of paragraph 1 of article 59 of law 1/1994 of 11 March, on the legal regime of the reciprocal guarantee companies, is amended as follows: 'e) by reduction of the paid-up share capital or Computable equity below minimum numbers required under this Act.'

Fourth final provision. Modification of the law 41/1999, of 12 November on payment and securities settlement systems.

The letter g) of article 8 of the law 41/1999, of 12 November on payment and settlement systems of values, is amended as follows: «g) the entity of central counterparty Clearing S.A.U. BME, and the system of clearing and settlement of securities and derivative financial instruments managed by MFAO, society Chancellor of the market of futures of olive oil» «, S.A., authorized by the Minister of economy and competitiveness in accordance with the provisions of the law 24/1988, of 28 July, the stock market.»

Fifth final provision. Modification of law 36/2003, of 11 November, economic reform measures.

The first paragraph of article decimonoveno.2 of law 36/2003, of 11 November, economic reform measures is drawn up as follows: "2. the entities referred to in the preceding paragraph will offer mortgages to variable interest rate upon request at least one instrument, product or increase of the interest rate risk coverage system» «, whenever this is appropriate for the client, in accordance with the provisions of article 79 bis of law 24/1988, of July 28, the stock market.»

Sixth final provision. Modification of the text revised of the Act of ordination and supervision of private insurance approved by Royal Legislative Decree 6/2004, of 29 October.

The text revised of the Act of ordination and supervision of private insurance, approved by Royal Legislative Decree 6/2004, of 29 October, is to be re-worded as follows: one. New wording is given the letter to) article 20.3, which is worded in the following way: «a) is considered to be a group of financial institutions a consolidatable group of insurance companies, according to the rules determining the types of entities embedded in that one, where any of the following circumstances: 1 that an insurance entity to other entities.»

2nd the dominant entity is an entity whose main activity is to have stakes in insurance companies.

3rd that a company whose main activity consists of having stakes in financial institutions, a mixed portfolio financial company, an individual, a group of people who consistently act in concert or an entity not consolidatable pursuant to this law, control of several financial institutions, at least one of them being an insurance company, and provided that the insurance companies are the greater dimension between financial institutions , in accordance with the criteria that the Minister of economy and competitiveness set for that purpose.

When any of the last two circumstances, it will be up to the General Directorate of insurance and pension funds appoint the person or entity obliged to formulate and approve the annual accounts and the report consolidated management and proceeding with your deposit, corresponding to the required the appointment of Auditors of accounts. For purposes of the above designation, the members of the group insurance entities must notify its existence the General Directorate of insurance and pension funds, with an indication of the address and the name of the entity that exercises the control or its name, if it is a physical person.


When the parent of the consolidatable group of insurance companies is a mixed financial company's portfolio under this law and which apply to you why amending other laws of the financial sector and its implementing regulations and regulations monitoring equivalent to those contained in article 4.1 of the law 5/2005, of 22 April, supervision of financial conglomerates the General Directorate of insurance and pension funds, after consultation with other authorities responsible for the supervision of subsidiaries of the mixed financial holding company, may decide that the provisions of the law 5/2005, of 22 April, and its implementing regulations or regulatory provisions of the most important financial sector in that mixed financial holding company apply to that company only.

The General Directorate of insurance and pension funds must inform the European authority of insurance and retirement pension of the decision under the preceding paragraph.'

Two. A new paragraph 6 is added to article 71 in the following terms: "6. the direction General de Seguros y Fondos de Pensiones elaborate guidelines, aimed at institutions subject to its supervision, indicating the criteria, practices or procedures that are considered appropriate for the compliance of monitoring." These guides, which should be made public, may include the criteria that the own Directorate of insurance and pension funds will follow in the exercise of its oversight activities.

To this end, the General Directorate of insurance and pension funds may endorse, and transmitted as such, as well as develop, complement or adapt guidelines, addressed to the subjects under their supervision, approved bodies or international committees active in the regulation or supervision of insurance or pension plans.

Seventh final disposition. Modification of the law 5/2005, of 22 April, supervision of financial conglomerates and amending other laws in the financial sector.

Law 5/2005, of 22 April, supervision of financial conglomerates and by which other financial sector laws are modified is hereby amended as follows: one. The sixth and seventh paragraphs of the explanatory statement are written in the following way: «La Ley responds, therefore to the fundamental objective of establishing a specific prudential regime applicable to financial conglomerates. There is, however, a secondary goal: move towards a greater coherence between the various legislations applicable 'homogeneous' groups, and between them and their own financial conglomerates, sectoral. This sectoral legislation, that the text of the law makes continual references, would be contained, for credit institutions, law 10/2014, management, Supervision and solvency of credit institutions; for the stock market, in law 24/1988, of 28 July, the securities market; for the insurance sector, in the revised text of the law of management and supervision of private insurance, approved by Royal Decree legislative 6/2004, of 29 October; to the management companies of collective investment institutions, law 35/2003, 4 November, collective investment institutions; and for the management companies of venture capital in the law 25/2005, of 24 November, regulating of venture capital institutions and their management companies. To these should be added the text revised of the law of regulation plans and pension funds, approved by Royal Legislative Decree 1/2002 of 29 November.

Chapter I is devoted to the first of the outstanding objectives: the design of a new system of supervision to which be held in credit institutions, investment services and insurance companies and reinsurers, companies as well as the management of collective investment companies, the management of venture capital companies and the management of pension funds entities (to which both the directive 2011/89/EU) (, 16 November, as the law are referred to generically as 'regulated entities') integrated in a financial conglomerate. Thus, first provides a definition of financial conglomerate, from the classic definition of Group offered by article 4 of law 24/1988, of 28 July. «Here, are the unifying elements of such supervision: solvency, capital adequacy, concentration of risk, intra-group transactions and procedures for risk management and internal control mechanisms.»

Two. Paragraphs 2, 3 and 5 and the first subparagraph of paragraph 6 of article 2 are written as follows: ' 2. for the purposes of this Act, shall apply to the definition of Group of companies established in article 42 of the code of Commerce. "

In addition, participation shall mean all right over the capital of other companies, creating a durable link with these, is intended to contribute to the activity of the company, and, in any case, the holding, directly or indirectly, of at least 20 percent of the capital or of the voting rights.

All entities that maintain among themselves the designated links in the two preceding paragraphs, what ever their nationality, domicile or legal, and nature irrespective of the country where to develop their activities will be integrated in the group.

3. for the purposes of the provisions of this law, they shall be regulated entities of credit institutions, investment service companies, the management companies of collective investment institutions, the management companies of venture capital, the management entities of pension funds and insurance and reinsurance entities.

Regulated entities shall include: a) the Spanish entered in the special registers held by the Bank of Spain, the National Commission of the stock market and the General Directorate of insurance and pension funds.

b) authorized in other Member States of the European Union.

«(c) agencies or companies, both public and private, that have been authorised in third countries when developing activities reserved for institutions of credit, investment services, insurance and reinsurance companies, management companies of collective investment, management of capital entities companies risk and management of pension funds entities.»

«5 shall mean that the activities in a financial sector are significant if it turns out to be the average of the ratio between the balance sheet total of that sector and the balance sheet total of the entities of the financial of the Group and the ratio of this sector solvency requirements and total requirements of soundness of institutions in the financial sector in the group exceeds 10 per cent.

Requirement provided for in paragraph 1 (c)) shall be deemed equally satisfied if the balance sheet total of the financial sector of smaller dimension of the group is greater than 6,000 million euros. According to the rules, the assumptions that will be determined, is only exceeded the threshold laid down in this paragraph, or referred to in the preceding paragraph, without overcome simultaneously, the Group may not be considered financial conglomerate, or not be applied the provisions contained in article 4.1. c), d) and e).

For the purposes of this Act, the financial sector of small dimension of a group will be the sector with the lowest average and the most important financial sector is the sector with the highest average. To calculate smaller and the most important financial sector, banking and investment services sector shall be considered together and the management companies of collective investment institutions and the management companies of venture capital will be added to the sector to which they belong within the group. If the latter does not belong exclusively to a sector within the group is added to the financial sector's smaller size.

6 in the cases and in accordance with the requirements to be determined by regulation, the balance sheet total may be replaced or supplemented in the ratios referred to in paragraphs 4 and 5 by one or several of the following parameters: to) the income structure.

b) activities out of balance.

(c) Total managed assets.»

3. (Letters b) and (d)) of article 3(2) are worded as follows: «b) (financial mixed holding companies with registered office in Spain that are parent company of financial conglomerates that are outlined in the letter to) previous.»

(d) the regulated entities of financial conglomerates to which the cases of exemption set out in the second subparagraph of article 2(5), on the terms laid down in article 4.3 of this Act applies."

Four. Paragraphs 2 and 3 of article 4 are written as follows: ' 2. where the parent of the financial conglomerate is a mixed financial company portfolio that will be applicable sectoral rules equivalent to those contained in the preceding paragraph and its implementing regulations, the Coordinator, after consultation with the other relevant competent authorities, may decide that the provisions of this law and its implementing regulations should apply to that company only or the» provisions governing the most important financial sector in the financial conglomerate.

The supervisor on a consolidated basis shall inform the Joint Committee of the European authorities of Supervision of the decision taken under this paragraph.


3. by law, they may extend some or all of the obligations set forth in paragraph 1.a those groups that meet all of the requirements referred to in articles 2 and 3 though applies to the cases of exemption set out in the second subparagraph of article 2(5).

The groups which are subject to the aforementioned shall them equally apply articles 5, 6 and 7, with specifications to be determined by regulation.'

5. Paragraph 3 of article 5 is drawn up as follows: «(3. Las funciones deel coordinador en relación con la supervisión adicional de las entidades reguladas de un conglomerado financiero son las siguientes: a) coordination of the gathering and dissemination of relevant or essential information including the dissemination of information that would be relevant to the work of supervision by a competent authority in accordance with the sectoral rules.»

(b) supervisory overview and assessment of the financial situation of a financial conglomerate.

(c) assessment of compliance with the obligations referred to in the previous article and its implementing rules.

(d) the evaluation of the structure, organization and systems of internal control of the financial conglomerate.

(e) planning and coordination of activities of supervision when necessary for the objectives of the supplementary supervision and, in any case, in serious situations.

(f) the identification of the legal structure and the governance structure and organizational.

(g) carrying out periodic stress tests at the level of financial conglomerates.

(h) other functions attributed to him by this law and its development provisions."

6. The last subparagraph of paragraph 2 is modified and added a new paragraph 5 bis to article 6: "without prejudice to the requirements of confidentiality and legislation of the European Union, also will be held the referral agreements when, being competent authorities are required to do so by the authorities of other Member States or third countries which perform the functions described in the first subparagraph of this paragraph.

The coordination arrangements referred to in this section will be reflected separately in the provisions listed in writing that referred to in article 66 of the law 10/2014, management, Supervision and solvency of credit institutions and article 91 septies of the law 24/1988, of 28 July, the stock market.»

«5 bis. The functions set out in article 5 and the cooperation required in compliance with this article and article 5 will be accomplished through colleges of supervisors established in accordance with provisions in article 64 of law 10/2014, management, Supervision and solvency of credit institutions, and article 91 septies of the law 24/1988 , of 28 July, the stock market. In such cases, the provisions of the school in terms of clusters be reflected separately from the rest of the provisions.

Also, without prejudice to the requirements of confidentiality and legislation of the European Union, proper coordination and cooperation with the supervisory authorities of third States will be also through these schools.

The Coordinator, when he acting as President of one of these schools, will decide which other competent authorities participate in the activities of the College for the purpose of the application of this law and its implementing regulations. Also in his case, it shall establish relevant third countries appropriate authorities coordination and cooperation.

However the above, in the absence of sectoral colleges of supervisors, the Coordinator of the supervision of a financial conglomerate, will create a school to carry out tasks and cooperation referred to in the first subparagraph of this paragraph, in the terms established by law."

Disposal the eighth. Modification of the text revised of the law of audit of accounts approved by Royal Legislative Decree 1/2011 from 1 July.

The text revised from the law of audit of accounts approved by Royal Legislative Decree 1/2011, July 1, is to be re-worded as follows: one. Paragraphs 4 to 7 is added to article 29: «4. The information or data which the Institute of accountancy and audit of accounts have obtained in the exercise of their functions of public oversight and control of the activity of audit of accounts provided for in this law shall be treated as confidential and shall not be disclosed or provided to any person or authority.

Without prejudice to the provisions of this article and the cases referred by the criminal law, any confidential information received in the performance of their duties may be divulged to person or any authority.

5. all persons who play or have played an activity for the Institute of accountancy and audit of accounts, and have had knowledge of confidential information are required to keep secret. The breach of this obligation will determine criminal responsibilities and the others laid down by laws. These people do not may provide statement or testimony, or publish, communicate, display data or confidential documents, even after having ceased in the service, unless express permission granted by the Institute of accountancy and audit of accounts. If such permission is not granted, the person affected will maintain the duty of secrecy and shall be exempt from responsibility emanating from it.

6 except for the obligation of secrecy regulated in this article: to) when the person concerned consents expressly dissemination, publication or communication of data.

(b) the publication of aggregated data for statistical purposes, or communications in summary or aggregate form so that auditors Auditors and auditing companies may not be identified, according to the fifth additional provision.

(c) the information required by the competent judicial authorities or by the public prosecutor in criminal proceedings or in a civil trial.

(d) the information which, in the context of administrative or judicial resources initiated about administrative judgments in the exercise of the sanctioning jurisdiction referred to in article 30, are required by the competent administrative or judicial authorities.

(e) the information published by the Institute of accounting and auditing of accounts in accordance with the provisions of articles 7 and 38.

(f) the results of the activities of quality control carried out individually to the Auditors of accounts and auditing companies.

7 Notwithstanding the provisions of paragraphs 4 to 6 of this article, confidential information may be provided by the Institute of accountancy and audit of accounts to the following persons and entities to facilitate the fulfilment of their respective roles, which in turn will be required to save the duty of secrecy regulated in this article: to) those who are designated by judicial decision.

(b) those who are authorised by law.

(c) the Bank of Spain, the National Commission of the stock market and the General Directorate of insurance and pension funds, as well as regional bodies with powers of management and supervision of the insurance entities.

d) the authorities responsible for combating money laundering and the financing of terrorism, as well as communications that, exceptionally, can be made pursuant to section 3 of chapter I of title III of the Act 58/2003, of December 17, General tax.

(e) the authorities competent in the Member States of the European Union and third countries, in the terms referred to in, respectively, articles 42 and 43.»

Two. Added a paragraph after the letter c) of the first final provision with the following wording: «unless do not permit significant and justified reasons, this communication will be extended simultaneously to the governing body of the entity. In any case, means that such communication is not possible when the aforementioned steering mechanism had been or could be or have been involved in the facts that motivate the aforementioned communication.»

Ninth final disposition. Modification of the Royal Decree-Law 16, 2011, on 14 October, whereby the deposit guarantee fund of credit is created.

Article 7 of the Royal Decree-Law 16/2011, October 14, which created the credit deposit guarantee fund, is drawn up in the following way: «article 7. Commission management.

1. the Fund will be governed and managed by a Management Committee composed of eleven members, a representative of the Ministry of economy and competitiveness, one of the Ministry of finance and public administration, four appointed by the Bank of Spain and five by the representative associations of member credit institutions, in the terms provided for by law.

2. the representative of the Ministry of economy and competitiveness will be the Secretary General of the Treasury and financial policy, which will hold the Vice-Presidency of the Management Committee and shall replace the President in his functions in case of vacancy, absence or illness.

The representative of the Ministry of finance and public administration shall be the Auditor-General of the State.

The Bank of Spain's representatives will be appointed by its Executive Committee. One of them will be the Deputy Governor who will hold the Presidency of the Commission.


The representatives of the member institutions will be designated three by the representative associations of banks, one by the savings banks and one from credit unions, in terms that provide for by law.

Persons designated by the participating institutions shall be persons of recognized commercial and professional repute and possess expertise and experience appropriate for the exercise of their functions. In the determination of the conditions will attend the criteria referred to in article 2 of the Royal Decree 1245 / 1995, of July 14, about creation of banks, cross-border activity and other issues relating to the legal regime of credit institutions.

The holders of the respective ministerial departments shall appoint a substitute representative of the Ministry of economy and competitiveness and one of the Ministry of finance and public administration. Also, by the same procedure laid down above shall be named two alternates by the Bank of Spain and one from each of the designated by the participating institutions, which will replace the holders in the event of vacancy, absence or illness. In the case of representatives of institutions, also must be replaced by indication of the President of the management Commission of the Fund, when the Management Committee will address issues directly affecting an entity or group of entities with which it is linked as administrator, Manager, contract labour, civil or commercial or any other relationship that could impair the objectivity of their decisions determining their abstention.

3. the term of office of the members of the Management Committee shall be four renewable years.

4 representatives of credit institutions attached to the Fund shall be terminated in office by the following causes: a) expiry of the term of his mandate.

(b) waiver.

(c) separation agreed by the Management Committee for serious breach of their obligations, permanent disability for the exercise of its function or sudden lack of good repute.

5. for the validity of the meetings of the Management Committee will require the support of half of its members. Agreements shall be adopted by a majority of its members.

However, majority of two-thirds to agree on the realization of those levies that establish the obligation to make additional payments to the ordinary annual contributions or that advance payment of the latter, as well as measures in the framework of the resolution referred to in article 11 shall be required.

6. the Management Committee shall establish its own rules of operation for the due exercise of its functions.

7. the membership of the Management Committee will not give right to any type of compensation."

Available finish tenth. Modification of the Law 26/2013, of 27 December, boxes of savings and banking foundations.

Law 26/2013, of 27 December, boxes of savings and banking foundations is hereby amended as follows: one. Amending paragraphs 12 et seq. of paragraph III of the exhibition of motives, which is worded in the following terms: «within the regime of control, regulates the protectorate of the banking foundations, which corresponds to the State or the autonomous communities according to its main scope and participation that holds in the credit institution.

With respect to the scope, the peculiarity of this type of foundations is that, according to article 32.2, its main activity is defined by the care and development of the social work and the proper management of their participation in a credit institution alike. Being the second of the novel and specific criteria of the banking foundations with respect to ordinary foundations, should be clarified in the law, to avoid any interpretative doubts, when deemed that this scope exceeds the of an autonomous region. The defining activity of banks being the collection of repayable funds from the public, it seems that the more natural approach is that of the territorial distribution of deposits, avoiding at the same time as any excess matter from the scope of an autonomous community, however small that may lead to that protectorate is considered State-level. It is considered that the criterion of 40 per cent of deposits outside the autonomous community clearly determines a scope main supra regional.

In terms of the criteria relevant to social work, not be new strictly on criteria that already came to apply a general rule in foundations, does not appear necessary to make any additional precision for banking foundations. In addition, as set forth in article 45, the Ministry of economy and competitiveness - if the competent to exercise the protectorate - must collect necessarily in this area report of the autonomous communities in which foundations engaged in social work.

In any case, exceeding its main scope of an autonomous region, will be necessary, so that the State may exercise the protectorate, the participation of the banking Foundation at the credit institution is, at least, 10 per cent, or being less than that percentage, is the main shareholder of the same.

On the other hand, and to ensure stability in the exercise of functions of protectorate, avoiding that competition, be altered by specific modifications of the conditions described in article 45 is expected to will be maintained unless a substantial modification of the same takes place.

Additionally, and for the assumptions in the protectorate is assumed by the Ministry of economy and competitiveness, regulate certain specialties on the functions provided for in article 35.1 of the Law 50/2002, of 26 December, foundations.

Finally, the law includes a number of provisions, including the establishment of a special regime in the event of a capital increase in banks part-owned by banking foundations, as well as for the distribution of dividends. In what refers, in particular, to the extensions of the participation of the banking foundations with control of a credit institution, the additional provision eighth prevents the exercise of the political rights of the shares subscribed for in the expansion of capital of the credit institution. However, guaranteed at the same time that those foundations that acquire shares in an extension, to exercise political rights necessary to not be diluted beyond the indispensable so that their participation is below 50 percent, or the position of the entity control.

The first transitory provision provides, for its part, the transformation of savings from indirect exercise on banking foundations within the period of one year from the entry into force of the law and the second transitional provision provides for the transitional arrangements for the incompatibility provided for in the second subparagraph of article 40.3.

«The final provisions specify what items have basic character, are the precise regulatory qualifications to develop the law, and tax legislation, amending in order to extend the tax treatment of savings bank foundations future.»

Two. Paragraph 1.g) article 26 is drawn up in the following way: «g) require the President the convening of the general Assembly with extraordinary character, in the case provided for in point (c)).»

3. Article 45 is drawn up in the following terms: "1. the protectorate shall ensure the lawfulness of the establishment and functioning of the banking foundations, without prejudice to the functions that correspond to the Bank of Spain.»

2. in the event of Bank foundations whose main scope exceeds that of an autonomous region, the protectorate will be exercised by the Ministry of economy and competitiveness provided that they individually have a direct or indirect stake in the entity or entities of the credit of at least 10 per cent of the capital or of the voting rights or having a lower percentage, the Bank Foundation is its largest shareholder. Otherwise, the protectorate will be exercised by the corresponding autonomous community.

In any case, with regard to the provisions of article 32.2, means that the main scope of the banking Foundation exceeds an autonomous region where 40 percent of the activity of credit institutions which participate directly or indirectly, whereas the territorial distribution of its customer deposits, outside the autonomous community where the Foundation has its headquarters.

3. the responsibility for exercising the protectorate will be maintained while not take place a substantial modification of the circumstances provided for in this article, understanding by this alteration, for a period of nine months consecutive or alternate within a same fiscal year, the main fields of activity of the Bank Foundation.

The assignment to the new protectorate will occur in the financial year following that in which the substantial change of circumstances has taken place.

4 when the Ministry of economy and competitiveness of the banking foundations protectorate, perform the functions provided for in article 35.1 of the Law 50/2002, of 26 December, of foundations, with the following specialties:


((a) for the exercise of the functions of verification provided for in the letter f) are related to the application and distribution of funds that Bank Foundation can allocate to its social work, seek prior and binding report of the competent autonomous community according to the territorial scope of the verification. This report will replace the expert report referred to in the aforementioned article 35.1. f).

b) when temporarily exercise the functions of the governing body of the Bank Foundation under the terms provided in the letter g), shall obtain a prior report of the autonomous communities in which the Foundation develops his social work.

«((c) when, in accordance with provisions in the letter h), should appoint new trustees, shall ensure that the autonomous communities in which the Bank Foundation to develop his social work are represented.»

Four. Paragraph two of the first additional provision, is worded as follows: «2. foundations which maintain a participation in a credit institution that can reach the levels referred to in article 32, the entry into force of this law will only be transformed foundations bank where they increase their participation in the credit institution and within six months computed from the date at which this increase occurs» «, or when they have their origin in a savings bank, within the period of nine months from the entry into force of this law.»

5. (3) of the first transitional provision, is worded in the following way: «3. savings banks that have begun the process of transformation in Foundation of special character, without falling into legal cause to do so, the procedure will continue and will be transformed into Bank Foundation or regular Foundation as appropriate, without that procedure can extend beyond six months from the entry into force of this law.» Exceeded that period without that had been completed the transformation, will be applicable as provided in the following section.»

6. The letter c) of the second transitional provision is worded as follows: «c) the compatibility of each Member will be maximum until June 30, 2016.»

7. Final disposition fourth is worded in the following way: «fourth final provision. Modification of the Law 50/2002, of 26 December, foundations."

Introduces a new provision additional Octave in the Law 50/2002, of 26 December, foundations, with the following wording: «the eighth additional provision. Banking foundations.

The banking foundations shall be governed by provisions of law 26/2013, of 27 December, boxes of savings and banking foundations."

Eleventh final disposition. Skill-related title.

1. this law is run under cover of the provisions of the rules 11th and 13th in article 149.1 of the Spanish Constitution, which attribute to the State competition on bases of management of credit, banking and insurance, and coordination of the general planning of economic activity, respectively.

2. However, provisions additional third and tenth and the thirteenth transitional provision the first final provision of the law dictate, in addition, under the protection of the rule 6th article 149.1 of the Spanish Constitution, which attributes to the State the exclusive competence on commercial law. Also the first additional disposition and the second transitional provision are issued in accordance with the provisions of article 149.1.14. ª of the Spanish Constitution, which attributes to the State exclusive jurisdiction over General Finance and government debt.

3. the provisions of the preceding paragraphs is understood without prejudice to the powers that autonomous communities have attributed in respect of supervision of credit institutions and within the framework set by the law of the European Union.

Twelfth final provision. Incorporation of European Union law.

This law incorporated partially into Spanish law Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013, concerning the access to the activity 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 the directive 2011/89/EU of the European Parliament and of the Council of 16 November 2011, that amending directives 98/78/EC, 2002/87/EC, 2006/48/EC and 2009/138/EC with regard to the supplementary supervision of financial institutions that are part of a financial conglomerate.

Thirteenth final disposition. Regulatory development.

1. the Government may make regulations necessary for the development of the provisions of this law.

2 enables the Minister of economy and competitiveness to dictate provisions necessary to amend the annex to this Act in accordance with what in this respect is determined in the law of the European Union.

3. without prejudice to the provisions of this Act, the Bank of Spain and the National Commission of the stock market may make use, in accordance with their respective fields of competence, the options that are attributed to the national competent authorities in the 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 by which modifies Regulation (EU) No. 648/2012.

Fourteenth final disposition. Entry into force.

1. this law shall enter into force the day following its publication in the "Official Gazette".

2 without prejudice to the foregoing, the following provisions will be enforceable from the dates listed below, and entities to comply with all the legal or statutory requirements necessary to meet on the dates indicated: to) from October 31, 2014: 1) the provisions contained in articles 26, paragraphs 1 to 4 (((, 29.4, 34.1. d), g) e i) and 38. 2 and 3 of this Act and in article 70 ter. Tres.4 introduced in the law 24/1988, of July 28, of securities markets, by this law.

((((2) the provisions contained in articles 67 bis and 70 ter.7.e) introduced by law 24/1988, of July 28, of the stock market, by this law, as well as article 34.1. d), g) e i) of this law, in its application to the companies of investment services, pursuant to article 70 ter. DOS.5 introduced in the law 24/1988, of July 28, of securities markets, by this law.

(b) the provisions contained in articles 31, 36 of this Act and articles 70 ter. One and 70 ter. DOS.6 introduced in the law 24/1988, of July 28, the stock market, by this law, from October 31, 2014, except for those entities that were already obliged, in accordance with the previous legislation, to form a Nominations Committee, a remuneration Committee or a joint appointments and remuneration Committee prior to the entry into force of this law.

Therefore, command to all Spaniards, private individuals and authorities, which have and will keep this law.

Madrid, 26 June 2014.

PHILIP R.

The President of the Government in functions, SORAYA SAENZ DE SANTAMARIA ANTON annex list of activities subject to mutual recognition 1. Receipt of deposits or other repayable funds.

2 loans, including, in particular, the consumer credit, credit contracts relating to immovable property, with or without recourse factoring and financing of commercial transactions (including the forfaiting).

3. financial leasing.

4 payment services, as defined in article 1 of the law 16/2009, of 13 November, payment services.

5 issuing and management of other means of payment, such as credit cards, traveller's cheques or cheques, when such activity is not collected in point 4.

6. granting of guarantees and commitments.

7 transactions for its own account or on behalf of customers which have as their object any of the following instruments: a) money market instruments (cheques, effects, certificates of deposit, etc).

(b) currency.

(c) future financial and options.

(d) instruments on foreign exchange or interest rates.

(e) securities.

8. participation in emission values and the corresponding services.

9. advice to undertakings on structure of capital, business strategy and related issues, as well as advice and services in the field of mergers and acquisitions of companies.

10. intermediation on the interbank markets.

11 management or advice on wealth management.

12 custody and administration of securities.

13. commercial reports.

14. rental of safes.

15. the issuance of electronic money.

When the services and activities provided for in article 63 of the law 24/1988, of July 28, the stock market, relating to financial instruments referred to in article 2 of the Act, will be subject to mutual recognition in accordance with this law.

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