Royal Decree 358/2015 Of 8 May, Amending Royal Decree 217/2008 Of February 15 On The Legal Regime Of Investment Services Companies And Other Entities Providing Investment Services And By Which S ...

Original Language Title: Real Decreto 358/2015, de 8 de mayo, por el que se modifica el Real Decreto 217/2008, de 15 de febrero, sobre el régimen jurídico de las empresas de servicios de inversión y de las demás entidades que prestan servicios de inversión y por el que s...

Read the untranslated law here: http://www.boe.es/buscar/doc.php?id=BOE-A-2015-5164

I

The financial system performs a set of functions that are vital to the proper functioning of the economy. First, you can bring together economic units with savings surpluses and deficits, thereby facilitating the financing of business projects. In addition, the financial system endows liquidity investments which in principle could be illiquid either through maturity transformation by financial intermediaries, or through the creation of secondary markets where investors to part with their values ​​before it reaches the expiration date thereof. Finally, we should emphasize its role in risk management. Thus, a developed financial system allows each investor to find the combination of risk and return that suits their characteristics or preferences.

Although the most important episodes of financial crisis have been related to credit institutions, the losses of other financial institutions have also had important consequences throughout history. Also, while credit institutions and investment service companies are often subject to similar risks, a common regulation is justified on prudential matters. For this reason, all European solvency rules, ie Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 and amending Directive 2013/36 / EU of the European Parliament and of the Council of 26 June 2013 on access to the activity credit institutions and the prudential supervision of credit institutions and investment firms, by amending Directive 2002/87 / EC and Directives 2006/48 / EC and 2006/49 / EC is repealed, based on the "global regulatory framework for more resilient banks and banking systems" (Basel III), extends its effects to investment services companies.

These rules provide some capital and liquidity requirements as well as internal organization undoubtedly help to reduce the likelihood of episodes of insolvency and increase the strength of investment services companies to periods of financial stress . However, the fact remains that, sometimes, these requirements may incur disproportionate regulatory burdens depending on the size and nature of the services firms Spanish investment. Therefore, considering that most service companies investing in activities that are far in terms of scale, nature and complexity of those by credit institutions, Directive 2013/36 / EU of 26 June 2013, and Regulation (EU) No 575/2013 of 26 June 2013, provide for exemptions for investment services firms less complex.


II
Directive 2013/36 / EU of 26 June 2013, was transposed into national law in two stages. In a first phase, the Royal Decree-Law 14/2013, of 29 November, on urgent measures for adaptation of Spanish law to the rules of the European Union's supervision and solvency of financial institutions, I transposed the most urgent aspects Directive 2013/36 / EU of 26 June 2013, the non-transposition could have impeded the exercise by the Bank of Spain and the Comisión Nacional del Mercado de Valores of new powers attributed this Directive and its own operability with Regulation (EU) No 575/2013 of 26 June 2013.

Later, Law 10/2014, of 26 June, management, supervision and solvency of credit institutions would undertake the full incorporation into Spanish law the provisions of Directive 2013/36 / EU of 26 June 2013, the transposition needed legal status. In particular, the provisions concerning investment service companies were incorporated in the Law 24/1988 of 28 July, the Securities Market through the first final provision.


This royal decree is aimed, on the one hand, complete transposition of Directive 2013/36 / EU of 26 June 2013, and, second, convert the Royal Decree 217/2008 of February 15 on the legal regime of investment services companies and other entities that provide investment services and Regulation of the Law 35/2003, of 4 November, on Collective investment, approved by Royal Decree 1309/2005, of November 4, in the main rules with regulatory status in the management, supervision and solvency of investment services companies.


III
This royal decree consists of a single article introduces a series of modifications in Royal Decree 217/2008, of 15 February. Thus, the second and third subparagraphs develop the eligibility requirements to be met by members of the board of directors, general managers and other key positions of investment services companies. These requirements are grouped into three categories: commercial and professional repute, expertise and ability to exercise good governance to be assessed continuously both by the Comisión Nacional del Mercado de Valores by the companies as investment services.

Meanwhile, ten paragraph introduces a series of articles that develop the functions of the three committees with which companies must have investment services as provided in Law 24/1988 of 28 July, market, the nomination committee, the remuneration committee and risk committee. The functions of the first of these committees include the setting a goal of representation for sex less represented in the board of directors and develop guidance on how to achieve that objective. This section also develops the disclosure requirements on corporate governance and remuneration policy.

The bulk of the changes are found in section twelve adds two new titles to Royal Decree 217/2008, of 15 February. The first contains the provisions on solvency of the service companies in addition to those of Regulation (EU) No 575/2013 of 26 June 2013. In that title, Chapter I contains investment obligations service companies have investment strategies and procedures that allow them to assess the adequacy of capital held to the nature, scale and complexity of its business. Also, a set of guidelines to be followed by companies providing investment services to manage the various risks they face (credit risk and counterparty risk, liquidity risk, interest rate risk, securitization risk, operational risk are set ...).

For its part, Chapter II contains the regime mattresses Tier 1 capital to established additional ordinary with ordinary character in Regulation (EU) No 575/2013 of 26 June 2013. Following the structure of Law 24/1988 of 28 July, on the Securities Market, this chapter refers to the equivalent chapter of Royal Decree 84/2014 of 13 February, the Law 10/2014, of 26 develops of June.

The second title twelve adding paragraph contains the provisions governing the supervisory role of the Comisión Nacional del Mercado de Valores and is divided into four chapters. Chapter I contains the contents of the supervisory review and evaluation of the Comisión Nacional del Mercado de Valores. This monitoring should pay particular attention to the use of internal methods for calculating solvency requirements.

The second chapter contains the subjective scope of the supervisory function. In particular, a number of rules are laid down to determine which competent authority shall be responsible for supervision on a consolidated basis when the body to be monitored is a consolidated group of investment service companies operating in several states. Additionally, chapter III includes the collaborative framework of the Comisión Nacional del Mercado de Valores with other competent authorities. They emphasize in this chapter the articles concerning the functioning of colleges of supervisors, joint decisions on prudential supervision or declaration procedure significant branches.


Finally, Chapter IV contains a series of obligations advertising Comisión Nacional del Mercado de Valores and investment services companies. The Comisión Nacional del Mercado de Valores shall publish, among others, the criteria and methodology used to review the procedures used by companies providing investment services to comply with solvency regulations. Meanwhile, business investment services must publish a report entitled "Information on solvency 'containing information on those aspects of their activity to allow other agents to assess the risk of their exposures.

This royal decree has been subjected to report the Ministry of Finance and Public Administration and the Consultative Committee of the Comisión Nacional del Mercado de Valores.

By virtue of the proposal of the Minister of Economy and Competitiveness, according to the Council of State and after deliberation by the Council of Ministers at its meeting on May 8, 2015,

DECREE:

Sole Article. Amendment of Royal Decree 217/2008, of 15 February, on the legal regime of investment services companies and other entities that provide investment services and Regulation of Law 35/2003, of 4 November, on Collective Investment, approved by Royal Decree 1309/2005, of November 4.

Royal Decree 217/2008, of 15 February, on the legal regime of investment services companies and other entities that provide investment services and Regulation Law partially amending 35 / 2003, of 4 November, on Collective Investment, approved by Royal Decree 1309/2005, of November 4, is amended as follows:

One. amending letters e) and f) of paragraph 1 of Article 5 as follows:

"E) Placing of financial instruments without a firm commitment basis.

F) Ensuring financial instruments or placing of financial instruments on a firm commitment basis. "

Two. amending letter e) of paragraph 1, paragraph 2 shall be deleted and paragraph 3 of Article 14 becomes paragraph 2 with the following wording:

"E) Have a board of directors consisting of at least three members. The members of the board of directors and general managers or similar and directors responsible for internal control functions and other key positions for the daily development of the activity of a company investment services must comply with the requirements of respectability, experience and good governance set out in Article 67.4 of Law 24/1988 of 28 July, on the Securities Market. These requirements also require individuals representing legal entities on corporate boards.

Also must meet these requirements the members of the board of directors and the general managers or similar and those responsible for internal control functions and other key positions in the daily development of the activity of the parent company of a company investment services, as well as managers of the dominant entities financial advisory firms, when these had not endowed with a board of directors. When assessing these requirements, it will take into account the nature, scale and complexity of the functions performed by these people regarding the investment services company.

2. The investment services companies must at all times meet the requirements of paragraph 1 of this article. However:

A) it may be revoked only authorization unsuitability of some socio exceptionally, in accordance with the provisions of Article 69.11 of Law 24/1988 of 28 July, on the Securities Market.

B) lack of commercial or professional reputation of directors or directors, only be revoked if those affected do not cease in their positions in one month from the requirement that, to this end, will direct the National Market Commission Values. It is not considered that there is lack of supervening honor by the mere fact of being in the exercise of his office a counselor or director is indicted or tried for any of the offenses referred to in Article 67.2.f), third paragraph, of the Law 24/1988 of 28 July, on the Securities Market. "

Three. Articles are added 14a to 14e with the following wording:

"Article 14a. Requirements of commercial and professional.


1. It concur commercial and professional respect required by Article 67.4.a) of Law 24/1988 of 28 July, on the Securities Market, and Article 14.1.e) of this royal decree, those who have been showing a personal, commercial and professional conduct that does not cast doubt on their ability to play sound and prudent management of the investment services company.

2. To assess the concurrence of commercial and professional should consider all available information, including:

A) The trajectory of the charge in question in its relation to the regulatory and supervisory authorities; the reasons why he had been fired or resigned from posts or previous positions; your personal credit history and compliance with its obligations; their performance, if he had held senior positions in investment service companies that have been subject to a process of early action or resolution; or if he had been disqualified pursuant to Law 22/2003, of July 9, Insolvency, until it has completed the disqualification period established in the judgment of rating the contest and broken and bankrupt undischarged in bankruptcy proceedings prior to the entry into force of the Act.

B) The conviction for the commission of crimes or offenses and punishment for committing administrative offenses taking into account:

The willful or reckless 1st crime, misdemeanor or administrative offense character.

2nd If the conviction or penalty or not firm.

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

4.º The characterization of the facts that led to the conviction or penalty, especially if it were corporate crimes against property and against the socioeconomic order, against the Treasury and against Social Security, crimes of money laundering or receiving or involve definite infringement of the rules governing the exercise of banking, insurance or securities market or consumer protection.

5th If the facts that led to the conviction or penalty were made own benefit or detriment of the interests of third parties whose administration or business management had been entrusted to him, and if necessary, the relevance of the facts which produced the conviction or penalty in relation to the functions entrusted or will be assigned the charge in question in the investment services company.

6th Prescribing wrongful acts of criminal or administrative nature or possible extinction of criminal liability.

7.º The existence of mitigating circumstances and the subsequent conduct from the crime or offense.

8.º The reiteration of convictions or penalties for crimes, misdemeanors or infractions.

In order to assess the provisions of this letter, the company investment services sent to the Comisión Nacional del Mercado de Valores a certificate of criminal record of the person being valued. the Comisión Nacional del Mercado de Valores also consult the databases of the European Banking Authority, the European Securities Authority and Markets Authority and the European Insurance and Occupational Pensions on administrative sanctions and may establish a committee of independent experts with order to inform valuation records which concurs conviction for crimes or misdemeanors.

C) The existence of relevant research founded on reasonable grounds, both in criminal law and administrative, to any of the facts mentioned in the letter b) 4th. It is not considered that there is lack of supervening honor by the mere fact that, being in the exercise of his office, a director, CEO or similar, or other employee responsible for internal control or occupy a key position in the development of the general activity of the entity is the subject of these investigations.

3. If during the exercise of their concur activity in the person being assessed, any of the circumstances described in the preceding paragraph and this proves relevant to the assessment of their honor, the company investment services notify the Comisión Nacional del Mercado de Valores in the maximum period of fifteen working days from their knowledge.

4. The members of the board of directors, general managers or similar and other employees who are responsible for internal control functions or occupy key positions for the daily development of the activity of the business of investment services were aware that concur in his person any of the circumstances described in paragraph 2 shall inform the entity.


Article 14b. Knowledge and experience requirements.

1. Possess the knowledge and experience required under Article 67.4.b) of Law 24/1988 of 28 July, the Securities Market and Article 14.1.e) of this Royal Decree who have trained and adequate level profile in particular in the areas of investment services, banking and other financial services, and practical experience from their previous occupations for sufficient periods of time. They are taken into account for this, both the knowledge acquired in an academic environment, as experience in the professional development of functions similar to those to be developed in other entities or companies.

2. In the assessment of practical experience and professional should pay special attention to the nature and complexity of jobs performed, skills and decision-making powers and responsibilities assumed and the number of dependents, technical knowledge reached on the financial sector and the risks to be managed.

In any case, the experience criteria apply knowledge of assessing the nature, scale and complexity of the activity of each company investment services and specific functions and responsibilities of the position assigned to the person.

3. In addition, the board should have members that, taken as a whole satisfy sufficient professional experience in the corporate governance of investment services to ensure the effective capacity of the board to make decisions independently and autonomously benefit the entity.

Article 14c. Ability to exercise good corporate governance investment services.

To assess the ability of members of the board of directors to exercise good corporate governance investment services, as required by Article 67.4.c) of Law 24/1988, of July 28, Securities Market, and Article 14.1.e) of this royal decree shall take into account:

A) The presence of potential conflicts of interest that generate undue influence of third parties arising from:
1st
The positions held in the past or in the present in the same investment services company or other private or public organizations.

2nd A personal, professional or financial relationship with other members of the board of the investment services company, its parent or its subsidiaries.

3.º A personal, professional or financial relationship with shareholders who hold control of the investment services company, its parent or its subsidiaries.

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

If during the exercise of their activity in any director concur any circumstances that could impair your ability to exercise good corporate governance investment services, it shall notify the Comisión Nacional del Mercado de Valores within a maximum period of fifteen days working from their knowledge.

Article 14d. Suitability assessment.

1. The assessment of the requirements of respectability, experience and good governance set out in Article 67.4 of Law 24/1988, of July 28, and Article 14.1.e) of this Royal Decree will be held:

A) By the company's own investment services or, where appropriate, by its promoters, on the occasion of the request to the Comisión Nacional del Mercado de Valores authorization for the exercise of the activity of investment services company , when proceeding to new appointments, and whenever circumstances warrant re-assess the suitability under the procedures provided for in Article 14e occur.

B) For the purchaser of a significant interest when the acquisition of such participation appointments derived, without prejudice to the subsequent assessment by the entity.

If the assessment of the suitability of the charges referred to in points a) and b) above proves negative, the investment services company must refrain from naming or giving possession charge that person, or in case of one occurrence of unanticipated events, shall take appropriate measures to remedy the identified deficiencies and, where necessary, arrange temporary suspension or termination.

C) For the Comisión Nacional del Mercado de Valores in the following cases and deadlines:

1. With the occasion of the approval of the creation of an investment services company, within the period provided for in Article 12.


2nd occasion of the acquisition of a significant share of new appointments arising within the period provided for in Article 69 of Law 24/1988 of 28 July, on the Securities Market.

3.º Following disclosure of the proposed new appointments under Article 14 sexies.3, within three months from such notification. In the absence of notification within this period it means that the assessment is positive.

4th When, in the presence of founded indications necessary to assess whether the suitability remains in relation to the members in office.

2. Any failure to meet the requirements specified in Articles 14a to 14c shall be communicated to the Comisión Nacional del Mercado de Valores by the firm of investment services within a maximum period of fifteen working days from notice thereof have.

Article 14e. Selection, control and evaluation of the eligibility requirements by the investment service companies.

1. Companies investment services and branches of companies Investment services are not authorized in a Member State of the European Union must have, on proportionate to the nature, scale and complexity of its activities, units and adequate internal procedures for carrying out the selection and ongoing evaluation of the members of its board of directors and its general managers or similar, and those responsible for internal control functions or other key positions in the investment services company.

2. Also, companies providing investment services should identify the key to the daily development of its activity and those responsible for internal control functions positions, keeping available the updated list of persons Comisión Nacional del Mercado de Valores a relationship that play the suitability assessment made by the company investment services and documentation proving it.

3. Companies investment services shall notify the Comisión Nacional del Mercado de Valores the nomination of new members of the board of directors and general managers or similar, both the company's own investment services and, where appropriate, of its dominant. "society

Four. paragraph 1 of Article 15 is amended as follows:

"1. The investment services companies must have a registered capital of not less than the following amounts:

A) securities companies; 730,000 euros.

B) stockbrokers; 125,000 euros.

C) unauthorized stockbrokers have deposited funds or securities of its clients; 50,000 euros.

D) The portfolio management companies shall:

I. An initial capital of 50,000 euros; or

Ii. A professional liability insurance, a guarantee or other equivalent assurance capable of addressing liability for negligence in the exercise of his professional activity throughout the territory of the European Union, with a minimum coverage of 1,000,000 euros per claim damage, and a total of 1,500,000 per year for all claims.

Iii. A combination of initial capital and professional indemnity insurance that gives rise to an equivalent level of coverage of subparagraphs i) and ii) above.

The initial capital may only be composed of one or more of the elements referred to in Article 26.1.a) through e) of Regulation (EU) No 575/2013 of 26 June 2013. '|| |
Five. the first paragraph of paragraph 3 of Article 16 is amended as follows:

'3. It is up to the Comisión Nacional del Mercado de Valores creating and managing a register of directors and general managers of parent entities other than credit institutions, service companies investing or insurance companies or reinsurance companies Spanish investment services where they shall necessarily register the directors, managers and similar to those. In this registry administrators of the dominant entities financial advisory firms are also entered, where appropriate. "

Six. letters f) and g) of paragraph 1 of Article 21 are amended as follows:

'F) That the members of its board or, where appropriate, its director or directors, as well as all general managers and similar provided with appropriate knowledge and experience for the performance of their duties.


Managers, CEOs and those who develop senior management and advisors who represent legal persons shall have recognized commercial and professional.

G) Individuals who are constituted as financial advisory firms must have adequate commercial and professional and knowledgeable and sufficient for the exercise of his functions. "

Seven. Paragraph 4 of Article 24 shall read as follows:

"4. Agents companies providing investment services shall comply with the requirements of Article 14.1.f) and, if they are legal persons, provided for in Article 14.1.d) and e), all with precise adjustments, if any, determined by the Minister of Economy and Competitiveness for natural and legal persons. Notwithstanding the foregoing, agents of investment services firms that are legal persons may avail themselves of different modes of social organization, in which case the requirements and obligations under Articles 14.1.d), e) and f) , they shall be met by their managers. "

Eight. A new paragraph 6 to Article 27 with the following wording is added:

'6. The subsidiaries of Spanish investment services located in non-members of the European Union States should also have systems, strategies, procedures, and equivalent mechanisms to those provided in this article unless the legislation of the country where the subsidiary is located prohibited. "

Nine. Article 29 shall read as follows:

"Article 29. Risk management.

1. In accordance with Article 70 ter.3.a) of Law 24/1988, of 28 July, on the Securities Market, entities that provide investment services must take the following measures:

A) establish, implement and maintain procedures and risk management policies for determining the risks arising from their activities, processes and systems and, where appropriate, set the level of risk tolerated by the institution.

B) Take measures, processes and effective mechanisms to manage risks related activities, processes and systems of the entity according to their level of risk tolerance.

C) Check:

I. Policies and risk management procedures of the company are appropriate and effective.

Ii. The level of compliance by the entity and its relevant persons of actions, processes and mechanisms identified in the previous letter b).

Iii. The measures taken to address any deficiencies in policies, procedures, measures, processes and mechanisms are appropriate and effective, indicating those cases in which the company staff does not meet such measures, processes and mechanisms, or apply policies and procedures referred to management.

2. When is proportionate depending on the nature, scale and complexity of its business and the nature and range of investment services to provide the investment service companies, in accordance with Article 70 of the Law ter.tres.3 24/1988 of 28 July, the Securities Market must create and maintain a risk management unit to function independently and to carry out the following functions:

A) Implementation of the policy and procedures referred to in paragraph 1.

B) Submission of a complete picture of the full range of risks to which the investment services company be exposed.

C) Identification, quantification and adequate notification of all significant risks.

D) Reporting and advising the board on specific risk developments that affect or may affect the investment services company.

E) Active participation in the development of the risk strategy of the company and investment services in all major risk management decisions.

Regardless of whether or not the risk management body, all investment service companies must be able to demonstrate that the policies and procedures adopted in accordance with the provisions of the preceding paragraph comply with the provisions therein and are effective.

3. The unit director of risk management will be an independent senior manager, who perform operational functions and specifically assume responsibility for the role of risk management and can not be revoked from office without prior approval of the board.


In any case, they are understood by those involving operational functions or management executive responsibilities in the lines or areas of business investment services company.

For the performance of their duties the director of risk management unit will have direct access to the board.

When nature, scale and complexity of the activities of the investment services company that does not justify specifically name a person may perform this function other senior manager of the investment services company, provided there is no conflict interest.

4. In addition, the risk committee of business services investment required in accordance with Article 70 ter.Tres of Law 24/1988, of 28 July, on the Securities Market, to its creation, perform the following functions:

A) advise the board on the overall propensity to, current and future risk of the investment services company and its strategy in this area, and assist in monitoring the implementation of that strategy.

Notwithstanding the foregoing, the board will be responsible for the risks taken by the enterprise investment services.

B) Ensure that the pricing of assets and liabilities offered to customers fully into account the business model and risk strategy of the investment services company. Otherwise, the risk committee shall submit to the board a plan to remedy it.

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

D) Collaborate to establish policies and sound remuneration practices. To this end, the risk committee shall, without prejudice to the functions of the remuneration committee, if policy incentives under the compensation system take into consideration risk, capital, liquidity and the likelihood and timing of Benefits.

For the proper exercise of these functions, investment services firms ensure that the risk committee without difficulties to access to information on the risk of the investment services company and, if necessary, to risk management unit and specialized external advice. "

Ten. the new Articles 31a to 31 e with the following wording is added:

"Article 31a. Obligations of corporate governance and remuneration policy.

1. For the purposes of Article 70 ter.dos.5 of Law 24/1998, of July 28, as regards its reference to Article 34 of Law 10/2014, of June 26, It shall mean discretionary pension benefits, discretionary payments granted by a company investment services in individual personal basis, under a pension plan or other instrument that grants retirement benefits and can be assimilated to variable remuneration. In no event will include benefits granted to an employee under the pension system of the company.

2. For the purposes of remission under Article 70 ter.dos.5 of Law 24/1998, of July 28, as concerns Article 34.1.p) of Law 10/2014, of June 26, the Comisión Nacional del Mercado de Valores may:

A) Impose restrictions on investment services companies for the use of instruments mentioned in this article of the Law 24/1988 of 28 July, on the Securities Market.

B) To establish the necessary criteria to allow variable remuneration to contract according to the negative financial performance of investment services companies.

C) Require investment services firms and their groups to limit variable remuneration as a percentage of total revenues when it is inconsistent with maintaining a solid capital base.

3. In relation to investment services companies that have received financial support under the terms provided in Article 35 of Law 10/2014, of June 26, to which Article 70 of the Law ter.dos.7 refers 24 / 1998 of July 28, and without prejudice to other applicable regulations, it corresponds to the Comisión Nacional del Mercado de Valores expressly authorize the amount, accrual and payment of any variable remuneration to directors and executives, also may establish, if appropriate , limits on their total remuneration.


4. Notwithstanding the foregoing, the Comisión Nacional del Mercado de Valores shall comply with the provisions of Article 70 ter.dos of Law 24/1988, of 28 July, establishing criteria on concepts and remuneration policies contained in Articles 32 to 35 of Law 10/2014 of 26 June, and in particular may establish specific criteria for determining the relationship between fixed and variable components of total remuneration.

5. In accordance with Article 70 ter.4 of Law 24/1988, of 28 July, on the Securities Market, the Comisión Nacional del Mercado de Valores may have been met, the obligation to provide the committees provided for in Articles 70b. One ter.dos.6 and 70 of the Act, provided that:

A) in the case of companies investment services subsidiaries which have been exempted from the application of prudential requirements on an individual basis, under Articles 7 or 10 of Regulation (EU) No 575/2013 of 26 June 2013.

B) Businesses parent investment services constitute such committees in accordance with Articles 31 c and 31d and assume their functions for the subsidiaries.

Article 31b. Disclosure requirements on corporate governance and remuneration policy.

1. The investment services companies will have a web page that will offer a complete, clear, understandable and comparable information of information on corporate governance under Articles 70b to 70b. Three of Law 24/1988, of 28 July, on the Securities Market, and the way they fulfill their obligations of corporate governance and remuneration.

2. The board of directors is responsible for maintaining the updated website of the entity information.

3. Information on the total remuneration paid in each fiscal year by the members of the board should reflect the total amount of accrued compensation and breakdown by remuneration items with reference to the amount of the fixed components and allowances, as well as concepts variable retributive character.

This information shall contain any accrual of compensation, whatever its nature or the group entity that pays it.

4. The provisions of the preceding paragraph shall include, where appropriate, the remuneration earned by the members of the board for belonging to councils in other group companies or subsidiaries in acting on behalf of the group.

5. Notwithstanding the foregoing, this article shall not apply to investment service companies that meet the following requirements:

A) not be allowed to provide the ancillary service referred to in Article 63.2.a) of Law 24/1988 of 28 July, the Securities Market refers.

B) Providing only one or more of the investment services or activities listed in Article 63.1.a), b), d) and g) of Law 24/1988 of 28 July, on the Securities Market.

C) not be allowed to take deposit money or securities of its clients and, therefore, can never be in debit with such customers.

6. The Comisión Nacional del Mercado de Valores specify the terms that must be set up the website and information on corporate governance and remuneration policy that companies providing investment services, depending on their nature, scale and complexity, must include therein, in accordance with the provisions of Law 24/1988 of 28 July on the Securities Market, and in this chapter.

Article 31 quater. Nomination committee.

1. The nomination committee, referred to in Article 70b. One of Law 24/1988 of 28 July, on the Securities Market, will play at least the following functions:

A) Identify and recommend, with a view to approval by the board of directors or the general meeting candidates to fill vacant posts of the board.

B) Evaluate the balance of knowledge, skills, diversity and experience of the board and develop a description of the roles and capabilities required for a particular appointment, evaluating the time commitment expected for job performance.

C) To evaluate periodically, and at least once a year, structure, size, composition and performance of the board, making recommendations thereon, regarding possible changes.


D) evaluate periodically, and at least once a year, the suitability of the various members of the board and it as a whole, and inform the board accordingly.

E) periodically review the policy of the Board in the selection and appointment of members of senior management and may formulate recommendations.

F) Establish, in accordance with Article 70 ter.uno.2 of Law 24/1988, of 28 July, on the Securities Market, an objective representation for sex less represented in the board of directors and develop guidance on how to increase the number of underrepresented sex in order to achieve that objective. The goal, the guidelines and the application thereof shall be published together with the information specified in Article 435.2.c) of Regulation (EU) No 575/2013, of June 26, 2013, and will be transmitted by the Commission national Securities Market to the European Banking Authority.
the Comisión Nacional del Mercado de Valores
also use this information to perform comparisons of practices in favor of diversity.

2. In the performance of its duties, the nomination committee shall, as far as possible and continuously, the need to ensure that the decision of the Board not look dominated by an individual or a group individuals reduced so that the interests of the entity as a whole are harmed.

3. The nomination committee may use the resources it deems appropriate for the performance of its functions, including external advice, and receive adequate funding for it.

Article 31d. Remuneration committee.

1. The remuneration committee provided for in Article 70 ter.dos of Law 24/1988, of 28 July, on the Securities Market, will be responsible for the preparation of decisions regarding remuneration, including those which have implications for risk risk management and enterprise investment services in question, to be taken by the board of directors.

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

2. In those cases where the specific rules of an entity, provide for staff representation on the board of directors, the remuneration committee include one or more representatives.

3. When preparing such decisions, the remuneration committee shall take into account the long-term interests of shareholders, investors and other stakeholders in the firm of investment services and the public interest.

Article 31 sexies. Oversight of remuneration policies.

The Comisión Nacional del Mercado de Valores collect and transmit to the European Banking Authority the following information:

A) issued by entities in accordance with Article 450.1.g), h) and i) of Regulation (EU) No 575/2013 of 26 June 2013. This information will be used by the Comisión Nacional del Mercado de Valores to compare trends and practices in remuneration.

B) The number of individuals in each entity receiving remuneration of 1 million or more per year, including its responsibilities in the job title, the business area involved and the main components of salary, incentives, long-term premiums and pension contribution. "

Once. paragraph 1 of Article 43 is amended as follows:

"1. Entities providing investment services should ensure that their external auditors forwarded to the Comisión Nacional del Mercado de Valores an annual report on the adequacy of the measures taken by that to comply with Article 70 ter.2.f) and ter.3.c 70) of Law 24/1988 of 28 July, on the Securities Market, and in this section. In the case of credit institutions the Bank of Spain should receive a copy of that report. "

Twelve. two new titles with the following wording is added:

'TITLE VI

Solvency of investment services companies
CHAPTER
I

Systems, procedures and mechanisms for risk management and capital adequacy assessment

Article 87. Scope.


1. This title shall apply to investment service companies to consolidated groups of investment services companies, financial holding companies and mixed financial holding companies in the terms established by Law 24/1988 of 28 July on the Securities Market.

2. Notwithstanding the preceding paragraph, shall not apply to them Articles 89, 92, 95, 98 and 101 of this title to the investment services companies that meet the following requirements:

A) not be allowed to provide the ancillary service referred to in Article 63.2.a) of Law 24/1988 of 28 July, the Securities Market refers.

B) Providing only one or more of the investment services or activities listed in Article 63.1.a), b), d) and g) of Law 24/1988 of 28 July, on the Securities Market.

C) not be allowed to take deposit money or securities of its clients and, therefore, can never be in debit with such customers.

3. In addition, companies providing investment services defined in the preceding paragraph which provide only the investment services or activities listed in Article 63.1.a) and g) of Law 24/1988 of 28 July, on the Securities Market, nor will they apply articles 90, 91, 93, 94, 99 and 100 of this title.

Article 88. Responsibility of the board in risk taking.

1. For the proper exercise of the responsibilities of the board on risk management referred to in Article 70b. Tres.2 of Law 24/1988 of 28 July, on the Securities Market, the investment services companies:

A) Establish channels of information to the board of directors covering all significant risks and risk management policies and its amendments.

B) ensure that the board can be accessed without difficulty information on the risk of the entity and, if necessary, to the role of risk management and specialized external expertise.

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

Article 89. Application of self-assessment process of internal capital.

1. The capital adequacy assessment process provided for in Article 70.2 of Law 24/1988 of 28 July, on the Securities Market, will be carried out:

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

1st Service businesses parent investment.

2nd Service companies controlled investment financial holding companies and mixed financial holding companies matrices. Notwithstanding the foregoing, when a financial holding company or a mixed financial holding company controlling more than one company investment services or credit institution, the process of capital adequacy assessment will be carried out only by service investment or credit institution on which monitoring is applied on a consolidated basis in accordance with Article 107.

B) In individual basis by companies providing investment services and satisfying any of the following conditions:

1st Do not be affiliates or parent companies.

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

3rd Hayan been exempted by the Comisión Nacional del Mercado de Valores application of capital requirements on a consolidated basis in accordance with Article 15 of Regulation (EU) No 575/2013 of 26 June 2013.

2. Strategies and procedures of Article 70.2 of Law 24/1988 of 28 July, the Securities Market concerns are summarized in an annual self-assessment of internal capital that the Comisión Nacional del Mercado de Valores be sent before April 30 of each year, or a shorter period when established by the Comisión Nacional del Mercado de Valores.

For the preparation of this report the investment services companies must take into account the criteria for this purpose publish the Comisión Nacional del Mercado de Valores.

Article 90. Credit risk and counterparty.


In terms of credit risk and counterparty, companies providing investment services, in proportion to the nature, scale and complexity of their activities shall:

A) lending Basing on sound and well-defined criteria.

B) Establish a clear process for approving, amending, renewal and refinancing loans.

C) To have internal methodologies that enable them to assess the credit risk exposures to borrowers, securities or individual securitization positions and the credit risk of the entire portfolio.

The internal methodologies not only sustain or mechanically on external credit ratings. The fact that the capital requirements are based on the rating agency external credit rating or the absence of an exposure assessment shall not prevent companies investment services take into account other relevant information to evaluate your assignment internal capital.

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

E) identify and manage problem credits and make value adjustments and provisions for adequate supplies.

F) Diversify loan portfolios appropriately depending on the target markets and overall credit strategy investment services company.

Article 91. Residual risk.

The investment services companies, in proportion to the nature, scale and complexity of its activities, must have written policies and procedures, among other means, to manage the possibility that the techniques of credit risk mitigation to which Article 108 of Regulation (EU) No 575/2013, of June 26, 2013, are less effective than expected is concerned.

Article 92. Risk concentration.

The investment services companies must have written policies and procedures, among other means, to control the concentration risk arising from:

A) exposures to each of the counterparties, including central counterparties, groups of connected counterparties, and counterparties in the same economic sector, in the same geographic region or from the same activity or commodity in terms determined by the Comisión Nacional del Mercado de Valores.

B) The application of techniques of credit risk reduction, including risks associated with large indirect credit exposures, such as collateral issuer.
Article 93.
risk securitization.

1. The risks arising from securitization transactions in which the company's investment services acts as an investor, originator or sponsor, including reputational risk, evaluated and addressed through appropriate policies and procedures, to ensure in particular that the economic substance of the transaction is fully reflected in the assessment decisions and risk management.

2. Service companies are originators investment of renewable securitization operations involving early amortization provisions will have liquidity plans to address the implications of both of the repayment at maturity as anticipated.

Article 94. Market risk.

1. The investment services companies implement policies and procedures for the identification, assessment and management of all significant sources of market risks and the effects of such risks are significant.

To this end, the level of internal capital investment service companies should be adequate to cover the risks of significant market that are not subject to a requirement of own resources. In particular, investment services companies must have adequate internal capital in the following cases:

A) To cover the risk of loss resulting from the basic difference between the evolution of the value of a futures contract or another product and the value of the shares that compose when, in calculating own funds requirements for position risk in accordance with part III, title IV, chapter 2 of Regulation (EU) No 575/2013 of 26 June 2013, have offset their positions in one or more of the shares constituting the stock index one or more positions in the futures contract or other products based on the stock index.

B) When hold opposite positions in futures contracts based on stock indices whose maturity or composition are not identical.


C) To cover the risk of loss which exists between the time of the initial commitment and the next working day, when implementing reduction regime net positions provided for in Article 345 of Regulation (EU) No 575/2013 of 26 June 2013.

2. Also, when the short positions of the entity expire before the long position, the Comisión Nacional del Mercado de Valores require institutions to take measures against the risk of insufficient liquidity.

Article 95. interest rate risk arising from outside the trading activities.

The investment services companies apply systems to identify, assess and manage the risk arising from potential changes in interest rates that affect the activities outside the trading portfolio.

Article 96. Operational risk.

1. The investment services companies implement policies and procedures to evaluate and manage the exposure to operational risk, including, where appropriate, model risk, covering the risk of rare events generating very high losses.

For this purpose, the term risk model potential risk that an entity may incur as a result of decisions based primarily on the results of internal models loss due to errors in the design, implementation or use of such models .

The investment services companies specify what constitutes operational risk for the purposes of those policies and procedures.

2. The investment services companies establish emergency plans and business continuity that allow them to maintain their activity and limit losses in the event of severe business disruption.

Article 97. Liquidity risk.

1. The investment services companies must have strategies, policies, procedures and systems for risk management proportional to the nature, scale and complexity of its activities liquidity. For this purpose, the Comisión Nacional del Mercado de Valores require companies Investment Services:

A) Develop methods for monitoring of funding positions.

B) Identify available unencumbered assets in emergency situations, taking into account possible legal limitations to potential transfers of liquidity.

C) To study the impact of different scenarios on their liquidity profiles.

2. The investment services companies, taking into account the nature, scale and complexity of their activities shall maintain risk profiles consistent with the necessary liquidity for the smooth operation and system robustness. The Comisión Nacional del Mercado de Valores monitor the evolution of these profiles maintained by investment services firms serving elements such as design and product volumes, risk management, funding policies and funding concentrations. In particular, the Comisión Nacional del Mercado de Valores require entities:

A) Have mitigation tools such as liquidity risk or liquidity buffers adequate diversification of sources of funding to address situations of financial stress.

B) Develop plans to address the scenarios provided under the letter c) of the preceding paragraph and plans to address any liquidity shortfalls. The latter must be tested by the firm of investment services at least once a year.

3. When the Comisión Nacional del Mercado de Valores consider a business investment service has lower levels of liquidity appropriate in accordance with the criteria established in this article and its implementing regulations may, among others, some of the measures referred to in Article 87 octies.2 of Law 24/1988, of 28 July, on the Securities Market.

These measures shall be without prejudice to the sanctions pursuant to the provisions of Title VIII, Chapter II of Law 24/1988 of 28 July, on the Securities Market, and should relate to the position liquidity of the entity and stable funding requirements under solvency rules.

4. Also, when changing risk profiles liquidity of a company investment services could lead to instability in another company investment services or systemic instability, the Comisión Nacional del Mercado de Valores report on the measures taken to remedy this situation to the European Banking Authority.

Article 98 Risk of excessive leverage.


1. The investment services companies must establish policies and procedures for the identification, management and control of the risk of excessive leverage.

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

3. Companies investment services address the risk of excessive leverage as a preventive measure due regard to the potential increases in the risk caused by reductions in the equity of the company investment services arising from expected losses or effective, depending of the applicable accounting standards. For this purpose, the investment service companies must be able to cope with various situations of difficulty with regard to the risk of excessive leverage.

Article 99. Exposures to the public sector.

1. Under the provisions of Article 115.2 of Regulation (EU) No 575/2013, of June 26, 2013, exposures to Spanish autonomous communities and local entities receive the same treatment as exposures to the Administration General.

2. In accordance with Article 116.4 of Regulation (EU) No 575/2013, of June 26, 2013, where, in exceptional circumstances and, in the opinion of the Comisión Nacional del Mercado de Valores, there is no difference risks due to the existence of adequate safeguards, the following exposures may receive the same weight as exposures to the Administration which depend:

A) Exposures to autonomous bodies and public business entities regulated in Title III of Law 6/1997 of 14 April, organization and functioning of the General State Administration.

B) exposures to other agencies or public entities linked or dependent on the General State Administration.

C) exposures to administrative entities, common services and Mutual Social Security.

D) exposures to the Official Credit Institute.

E) Exposures to autonomous organizations and dependent public bodies of the Autonomous Communities, provided that, in accordance with applicable laws, are similar to that provided for the dependents of the State Administration nature.

F) exposures to government agencies or entities dependent administrative nature of the Spanish local authorities, always lacking own profit and develop administrative activities of such entities.

G) exposures to regional governments or integrated by Spanish local authorities, consortiums or by these and other public administrations, to the extent that, by its composition, government support those most economic responsibilities of the consortium.

Article 100. Measures to return to compliance with the solvency rules.

1. When an investment services company or a consolidated group of companies providing investment services shortage in computable equity compared to those required by Regulation (EU) No 575/2013, of June 26, 2013, by the law 24/1988 of 28 July, on the Securities Market, and by this royal decree, the investment services company or service company investment required consolidated group, as appropriate, inform with character immediately to the Comisión Nacional del Mercado de Valores and submit within one month a program in which the plans are realized to return to compliance, except if the situation had been corrected during this period. The program must contain at least the aspects relating to the identification of the determinants of capital shortfall, the plan to return to compliance which may include limiting the development of activities involving high risks, the divestment of specific assets, or measures to increase the level of own resources and foreseeable to return to compliance.

In the event that the company defaulting investment services belongs to a consolidated group of companies providing investment services, the program should be endorsed by the required authority thereof.


This program must be approved by the Comisión Nacional del Mercado de Valores, which may include modifications or additional measures it deems necessary to ensure the return to the minimum levels required equity. The submitted program is deemed approved if after three months of submission the Comisión Nacional del Mercado de Valores had not taken a decision.

The provisions of this section shall not apply if the amount of equity is less than the combined capital requirement mattresses, in which case it will apply the provisions of Article 75 of Royal Decree 84/2015, of February 13 . To this end, the references made to the Bank of Spain in this Article shall be made to the Comisión Nacional del Mercado de Valores.

2. Identical performance to that provided in the preceding paragraph shall be followed when the limits on large exposures set out in Part Four of Regulation (EU) No 575/2013 of 26 June 2013, even when being exceeded because of one supervening reduction of eligible capital.

3. When the Comisión Nacional del Mercado de Valores, in accordance with the provisions of Article 87 octies of Law 24/1988 of 28 July, on the Securities Market, requiring an undertaking investment services or group to maintain resources additional own to those required with character minimum, and that requirement appears that the equity of the company investment services are inadequate, the company's investment services or service company must investment group, as appropriate, will present a program in which the plans are realized to meet the additional, unless required if the situation had been corrected during this period within one month. In the event that the company defaulting investment services belongs to a consolidated group of companies providing investment services, the program must be countersigned by the service company must reverse it.

This program must be approved by the Comisión Nacional del Mercado de Valores, which may include modifications or additional measures it deems necessary. The program will include the expected additional demand compliance date which will be the reference for the start of calculating the period referred to in Article 99.k) of Law 24/1988 of 28 July, on the Securities Market. The submitted program is deemed approved if after three months of its submission to the Comisión Nacional del Mercado de Valores had not occurred express resolution.

4. When the Comisión Nacional del Mercado de Valores, in accordance with the provisions of Article 87 octies of Law 24/1988 of 28 July, on the Securities Market, requires an investment services company or group to reinforce procedures, mechanisms and strategies adopted, may require the submission of a program in which the necessary measures are realized to remedy deficiencies and warned foreseeable timetable for implementation. This program must be approved by the Comisión Nacional del Mercado de Valores, which may include modifications or additional measures it deems necessary.

5. When occur simultaneously several of the factual circumstances of the preceding paragraphs, the program may be presented character set.
CHAPTER II

Capital buffers


Article 101. Determination and calculation of capital buffers.

1. Be determined in accordance with the provisions of Title II, Chapter II of Royal Decree 84/2015 of 13 February, the Law 10/2014 of 26 June, management, supervision and solvency of institutions develops credit, combined requirement of capital buffers, meaning the total tier 1 capital ordinary necessary to comply with the requirement to have a cushion of capital preservation, and, where appropriate, the following capital buffers to which d refers to Article 70 of Law 24/1988 of 28 July, the Securities Market:

A) Mattresses specific countercyclical capital for each entity.

B) Mattresses for global systemically important entities (ESIA).

C) Mattresses for other systemic institutions (OEIS).

D) Mattresses against systemic risks.

Notwithstanding the foregoing, shall not apply the provisions of this chapter in relation to the European Central Bank.

2. The application rate of countercyclical buffers and systemic risks set by other countries will be established in accordance with Articles 60 and 72 of Royal Decree 84/2015 of 13 February.


3. The joint application of capital buffers for IWHM to OEIS and systemic risks should respect the limits set in accordance with Article 65 of Royal Decree 84/2015 of 13 February.

4. The Comisión Nacional del Mercado de Valores must make communications capital buffers determined in accordance with the provisions of Title II, Chapter II of Royal Decree 84/2015 of 13 February.

5. In case of breach of combined capital requirement mattresses which in Article 70 quinquies of Law 24/1988 of 28 July, on the Securities Market, shall apply the provisions of Articles 73 to 75 of the Royal Decree 84/2015 of 13 February.

6. For the purposes of this article the references made to the Bank of Spain in Title II, Chapter II of Royal Decree 84/2015, of February 13, with the exception of Articles 60 and 61 shall be deemed made to the National Stock Market Commission Values. Also allusions to credit institutions are deemed to be made to the investment services companies.
TITLE VII

Monitoring

CHAPTER
I

Objective scope of the supervisory function

Article 102. Contents of the supervisory review and evaluation.

1. According to Article 87 bis.1 of Law 24/1988, of 28 July, on the Securities Market, and taking into account the technical criteria set out in Article 103, the Comisión Nacional del Mercado de Valores be reviewed systems, strategies, procedures and applied by investment service companies to comply with the provisions of Regulation (EU) No 575/2013 of 26 June 2013 mechanisms, and solvency standards contained in Law 24/1988 of 28 July, on the Securities Market, and in this royal decree, and evaluate:

A) The risks to which the investment services companies and their consolidated groups are or might be exposed.

B) The risk that a company investment services poses to the financial system, taking into account the identification and measurement of systemic risk under Article 23 of Regulation (EU) No 1093/2010 of the European Parliament and the Council of 24 November 2010, establishing a European Supervisory Authority (European Banking Authority), Decision No 716/2009 / EC amending and Decision 2009/78 / EC repealing the Commission or the recommendations of the European Systemic Risk Board, as appropriate.

C) The risks to be revealed in the tests, taking into account the nature, scale and complexity of the activities of the investment services company.

From this review and evaluation, the Comisión Nacional del Mercado de Valores determine whether the arrangements, strategies, processes and mechanisms implemented by institutions and equity and liquidity held by them ensure sound management and coverage of their risks.

2. The Comisión Nacional del Mercado de Valores establish the frequency and intensity of the review and evaluation referred to in paragraph 1, taking into account the size, systemic importance, nature, scale and complexity of the activities of the company investment services that concerned and the principle of proportionality. The review and evaluation shall be updated at least annually in the case of investment services companies to which the supervisor program review under Article 84a of Law 24/1988 of 28 July, applies Stock market.

3. A corporate investment services exempted by the Comisión Nacional del Mercado de Valores application of capital requirements on a consolidated basis in accordance with Article 15 of Regulation (EU) No 575/2013 of 26 June 2013, they will apply paragraph 1 of this Article on an individual basis.

4. A corporate investment services, according to the Comisión Nacional del Mercado de Valores, have similar risk profiles for, among other reasons, the affinity of their business models, geographical location of their exhibitions or the nature and extent the risks they are exposed or they could pose to the financial system, the Comisión Nacional del Mercado de Valores may decide to apply a supervisory review process and evaluation of similar or identical manner.

The decision under the previous paragraph shall be notified by the Comisión Nacional del Mercado de Valores to the European Banking Authority.


5. The Comisión Nacional del Mercado de Valores inform the European Banking Authority operation of its review process and supervisory assessment and the methodology used to make use of supervisory powers provided for in Title VIII, Chapter I of Law 24 / 1988 of 28 July, the Securities Market provided the review process shows that a service business investment could pose systemic risk in accordance with Article 23 of Regulation (EU) No 1093/2010 of 24 November 2010.

Article 103. Criteria for supervisory review and evaluation.

1. In addition to credit risk, market risk and operational risk, the review and evaluation carried out by the Comisión Nacional del Mercado de Valores in accordance with the previous article will include at least all of the following:

A) The results of stress tests carried out in accordance with Article 177 of Regulation (EU) No 575/2013, of June 26, 2013, by investment services companies that use the method based on internal ratings.

B) exposure to concentration risk and its management by institutions, including compliance with these requirements established in the fourth part of Regulation (EU) No 575/2013 of 26 June 2013, and Article 92 of this royal decree.

C) The soundness, suitability and manner of implementation of the policies and procedures established by the investment services companies to manage the residual risk associated with the use of recognized techniques of credit risk reduction.

D) The adequacy of equity holding an investment services company with respect to which it has securitized assets.

E) exposure and liquidity risk measurement and management companies of investment services.

F) The impact of diversification effects and how such effects are taken into account in the risk assessment system.

G) The results of stress tests conducted by investment services companies that use internal methods to calculate capital requirements for market risk under the third part of Title IV, Chapter 5 of Regulation (EU) No 575/2013 of 26 June 2013.

H) The geographical location of exposures of investment services companies.

I) The business model of the company's investment services.

J) The assessment of systemic risk.

K) Exposure of investment services companies to interest rate risk arising from outside the trading activities.

L) Exposure of investment services companies to the risk of excessive leverage as reflected indicators of excessive leverage. In determining the adequacy of the leverage ratio of firms providing investment services and systems, strategies, procedures and mechanisms employed by companies providing investment services to manage the risk of excessive leverage, the Comisión Nacional del Mercado de Valores have in account the business model of these companies investment services.

M) corporate governance systems of investment services firms, corporate culture and values ​​and the ability of board members to perform their duties. In conducting this review and evaluation, the Comisión Nacional del Mercado de Valores have access at least to the agendas and supporting documents for meetings of the board and its committees, and the results of the evaluation internal or external of the performance of the board.

2. For the purposes of paragraph 1e), the Comisión Nacional del Mercado de Valores periodically carry out a comprehensive assessment of the overall liquidity risk management by companies of investment services and promote the development of sound internal methodologies.

When performing these tests the Comisión Nacional del Mercado de Valores take into consideration the role played by investment services firms in the financial markets and the potential impact of their decisions on the stability of the financial system in other Member States EU affected.

3. The Comisión Nacional del Mercado de Valores control whether an investment services company has provided implicit support to a securitization.


If a company has investment services provided implicit support on more than one occasion to a securitization, thereby preventing a significant transfer of risk is achieved, the Comisión Nacional del Mercado de Valores adopt appropriate measures in response to increased expectations that provide support to the securitization in the future.
Article 104.
internal methods for calculating capital requirements.

1. The Comisión Nacional del Mercado de Valores control, taking into account the nature, scale and complexity of the activities of the business of investment services, this does not depend solely or mechanically external credit ratings for assessing the creditworthiness of a entity or financial instrument.

2. Without prejudice to compliance with the criteria established for the trading portfolio in the third part, Title I, Chapter 3 of Regulation (EU) No 575/2013, of June 26, 2013, the Comisión Nacional del Mercado de Valores promote companies that are significant in their size, internal organization and the nature, scale and complexity of their activities to develop their capacity for internal assessment of credit risk and greater use of the internal ratings-based method to calculate their capital requirements for credit risk where their exposures are material in absolute terms and when simultaneously have a large number of significant counterparts.

3. Without prejudice to compliance with the criteria for use of internal methods for calculating the capital requirements set out in the third, Title IV, Chapter 5 of Regulation (EU) No 575/2013 of 26 June 2013 part , the Comisión Nacional del Mercado de Valores promote companies providing investment services, taking into account their size, internal organization and the nature, scale and complexity of their activities, develop capabilities internal specific risk assessment and greater use internal methods for calculating their capital requirements for specific risk of debt instruments in the trading book, as well as internal methods for calculating capital requirements for default risk and migration, when their exposures specific risk are material in absolute terms and they have a large number of significant positions in debt instruments of different issuers.

4. To promote the use of internal methods, the Comisión Nacional del Mercado de Valores may, among other measures, publish technical guidelines on the development and application of these methods for calculating capital requirements.

References Article 105. Establishment of monitoring internal methods for calculating capital requirements.

1. Companies investment services which are allowed to use internal methods for calculating risk-weighted exposure or capital requirements, except for resources operational risk, communicate to the Comisión Nacional del Mercado de Valores the results of the application their methods internal to their exposures or positions included in the portfolios of reference drawn up by the European Banking Authority in accordance with Article 78.8.b) of Directive 2013/36 / EU of 26 June 2013.

2. Companies investment services referred to in the preceding paragraph will present the results of its calculations to the Comisión Nacional del Mercado de Valores and the European Banking Authority, accompanied by an explanation of the methods used to produce these results, at least one once a year.

In presenting these results, institutions should use the template developed by the European Banking Authority for these communications.

3. Notwithstanding the provisions of the preceding paragraph, the Comisión Nacional del Mercado de Valores may, after consultation with the European Banking Authority, develop specific portfolios to evaluate internal methods used by investment services companies. In such cases the investment service companies communicate these separate results corresponding to the portfolios of the European Banking Authority calculations results.


4. The Comisión Nacional del Mercado de Valores, based on the information submitted by the companies of investment services in accordance with paragraphs 2 and 3, monitor the variety of results in the risk-weighted exposures or capital requirements, as appropriate, excepted operational risk exposures relating to transactions or reference portfolios resulting from the application of internal methods such investment services companies. At least once a year, the Comisión Nacional del Mercado de Valores make an assessment of the quality of those models with particular attention to the methods:

A) Throw significant differences in capital requirements for the same exposure resources.

B) To reflect a particularly high or low diversity.

C) significant and systematic underestimation of the way capital requirements.

5. When a company investment services diverges significantly from most service companies such investment or when, because of its low homogeneity, methods lead to very different results, the Comisión Nacional del Mercado de Valores investigate the reasons for it.

If it can be clearly established that the model of a service company investment leads to underestimation of the capital requirements that is not attributable to differences in the underlying risks of exposures or positions, the National Commission Market values ​​take corrective measures.

6. The corrective measures adopted under the previous paragraph shall not:

A) Driving standardization or preferred methodologies.

B) create inappropriate incentives.

C) Give rise to herd behavior.

Review Article 106 permanent authorization to use internal methods.

1. The Comisión Nacional del Mercado de Valores be reviewed regularly, and at least every three years, the observance by service companies' investment requirements applicable to models whose use for calculating capital requirements requires prior authorization in accordance with the (EU) of Regulation No third party 575/2013 of 26 June 2013.

If seen significant deficiencies in the ability of the internal model of a service business to reflect investment risk, the Comisión Nacional del Mercado de Valores may require that the deficiencies are remedied or take steps to mitigate its consequences, such as imposing higher multiplication coefficients, increases in capital requirements or other measures deemed appropriate and effective.

2. If, in the case of a reference to market risk internal model, a large number of excess losses to the value at risk calculated by the model of the entity under Article 366 of Regulation (EU) No 575 / 2013, of June 26, 2013, indicates that the model is not or is no longer sufficiently precise, the Comisión Nacional del Mercado de Valores may revoke the authorization to use or impose measures to be perfect without delay.

3. If an investment services company had been authorized to apply a method of calculating capital requirements requires the prior approval of the Comisión Nacional del Mercado de Valores in accordance with the (EU) of Regulation No third 575 / 2013, of June 26, 2013, and no longer meets the requirements to apply, the investment service company must show that the consequences of failure are irrelevant in accordance with Regulation (EU) No 575/2013, of 26 June 2013, or must present a plan for a timely return to meet these requirements and set a deadline for carrying it out.

The investment services company will refine the plan is unlikely to lead to full compliance with the requirements or if the deadline is inappropriate. If it is unlikely that the company's investment services can again meet the requirements in a timely and not satisfactorily demonstrates that the consequences of failure are irrelevant, authorization to use the method be revoked or be limited to areas where there is no default or those where compliance can be achieved within a reasonable time.


4. The Comisión Nacional del Mercado de Valores will consider the analysis of internal methods and benchmarks developed by the European Banking Authority in reviewing the permits issued to investment service companies to use these models.
CHAPTER II


Subjective scope of the supervisory function

Article 107. Supervision of consolidated groups.

1. It is up to the Comisión Nacional del Mercado de Valores supervision on a consolidated basis:

A) The consolidated groups of investment services companies in which the parent is a service company authorized in Spain investment.

B) Consolidatable groups in which the parent is a financial holding company or a mixed financial holding company whose subsidiaries are investment service companies or credit institutions authorized in Spain, provided the investment service companies have a higher than credit institutions balance.

C) Consolidatable groups in which the parent is a financial holding company or mixed financial holding companies which have Spanish as subsidiaries of investment services or credit institutions authorized in Spain and in other Member States European Union. Additionally, the balance of investment services firms authorized in Spain must be higher than credit institutions authorized in Spain.

D) The consolidated parent group, which has more than one financial holding company or mixed financial holding company established in Spain and in another Member State of the European Union whose subsidiaries are investment service companies or entities credit authorized in each of the Member States of the European Union in whose headquarters the financial holding companies or mixed financial holding company parent, provided that the authorized service company in Spain has the highest investment balance.

E) Consolidatable groups consisting of investment service companies or credit institutions authorized in other Member States of the European Union whose parent is a financial holding company or a mixed financial holding company established in a Member State other than those where they have been authorized investment services companies and credit institution subsidiaries, provided that the authorized service company in Spain has the highest investment balance.

F) certain groups as consolidated pursuant to Article 18.6 of Regulation (EU) No 575/2013, of June 26, 2013, in the terms established by the Comisión Nacional del Mercado de Valores.

2. Notwithstanding the provisions of paragraphs c), d) and e) of the preceding paragraph, the Comisión Nacional del Mercado de Valores, in agreement with the Bank of Spain or the authorities of other Member States of the European Union responsible for monitoring on an individual basis firms providing investment services or credit institutions in a group, may waive the application of the criteria referred to in those letters if the relative importance of the group's activities in any of the other Member States in which it operates It advises consolidated basis supervision is exercised by a competent authority distinct from the Comisión Nacional del Mercado de Valores.

In the cases referred to in the preceding paragraph, the Comisión Nacional del Mercado de Valores provide, as appropriate, to the financial holding company, the mixed financial holding company or service company Spanish investment with the balance more high group, the opportunity to express their view on the matter.

The Comisión Nacional del Mercado de Valores notify the European Commission and the European Banking Authority, any agreement adopted in accordance with this paragraph.

Article 108 Inclusion of holding companies in consolidated supervision.

1. The financial holding companies and mixed financial holding companies will be included in consolidated supervision.

2. When businesses investment services subsidiaries of financial holding company or mixed financial holding company are not included in the supervision on a consolidated basis under one of the cases provided for in Article 19 of Regulation (EU) No. basis 575/2013, of June 26, 2013, the Comisión Nacional del Mercado de Valores ask the parent undertaking for information which may facilitate the exercise of supervision of that subsidiary.


3. The Comisión Nacional del Mercado de Valores, when is the consolidating supervisor, request the information referred to in Article 109 to subsidiaries of a company investment services, a financial holding company or a mixed financial holding company which are not included in the scope of supervision on a consolidated basis. In this case, the transmission and verification procedures provided for by that Article shall apply.

4. The Comisión Nacional del Mercado de Valores, as supervisor on a consolidated basis, establish a list of financial holding companies and mixed financial holding companies referred to in Article 11 of Regulation (EU) No 575/2013 of 26 June 2013. This list must be submitted by the Comisión Nacional del Mercado de Valores the other competent authorities of other Member States, the European Banking Authority and the European Commission.

Article 109. Requests for information and checks mixed activity holding companies.

1. When the parent company of one or more services firms Spanish investment is a joint holding company, the Comisión Nacional del Mercado de Valores require the joint holding company and its subsidiaries, directly addressing those or through subsidiaries firms which are investment services, communication of any information relevant to exercise supervision over these subsidiaries information.

2. The Comisión Nacional del Mercado de Valores may make or entrust auditors in situ of the information provided by mixed holding companies and their subsidiaries verification. When mixed holding company or one of its subsidiaries is an insurance company, you can also use the procedure provided for in Article 87 of Law 24/1988 of 28 July, on the Securities Market.

If verification is carried out by auditors, must be adhered to the provisions on the regime of independence to which they are subject auditors in Chapter III of the revised text of the Audit Law accounts, approved by Royal Decree Law 1/2011 of 1 July.

When mixed holding company or one of its subsidiaries is situated in another Member State of the European Union, the spot verification of the information is carried out according to the procedure laid down in Article 115.
CHAPTER III


Collaboration between supervisory authorities

Article 110. Collaboration of the Comisión Nacional del Mercado de Valores with other authorities in the framework of supervision on a consolidated basis.

1. Pursuant to Article 91.6 of Law 24/1988 of 28 July, on the Securities Market, in the exercise of collaboration with supervisory authorities of other countries the Comisión Nacional del Mercado de Valores provide all relevant information that It may be requested by those authorities and, in any case, ex officio, information that may have a significant impact on the assessment of the financial soundness of an investment services company or a financial institution of another State.

In particular, the information will include the first paragraph refers:

A) The legal structure and the governance structure of a consolidated group of companies providing investment services.

B) Procedures for the collection of information from the entities of a group and checking.

C) adverse in investment service companies or other companies of a group that could seriously affect the credit institutions Evolutions.

D) Penalties for serious or very serious and exceptional measures taken by the Comisión Nacional del Mercado de Valores, including the imposition of a specific own funds requirement under Article 87 octies.2.a) of the Act 24 / 1988 of 28 July, on the Securities Market, and the imposition of any limitation on the use of advanced measurement method for calculating capital requirements under Article 312.2 of Regulation (EU) No 575 with / 2013 of 26 June 2013.

2. Planning and coordination, in cooperation with the competent authorities concerned and the central banks, supervisory activities in emergency situations or in anticipation of the same as Article 91.6.c) of Law 24/1988, of 28 July, on the Securities Market, will include the preparation of joint assessments, the implementation of contingency plans and communication to the public.


3. The Comisión Nacional del Mercado de Valores provide the European Banking Authority with all the information it needs to carry out the tasks set out in Directive 2013/36 / EU of 26 June 2013, Regulation (EU) No 575/2013, of June 26, 2013, and Regulation (EU) No 1093/2010 of 24 November 2010, pursuant to Article 35 of the latter regulation.

4. The Comisión Nacional del Mercado de Valores may inform and request assistance from the European Banking Authority as the competent authorities of other Member States of the European Union involved in supervising investment service companies consolidated group:

A) not communicate essential information.

B) Deny a request for cooperation and, in particular, exchange of relevant information, or not to issue it within a reasonable time.

C) not properly carry out the tasks allocated to them as supervisors on a consolidated basis.

Article 111. Collaboration of the Comisión Nacional del Mercado de Valores with authorities in other countries under the supervision of branches.

1. In order to monitor the activity of Spanish companies investment services operating through a branch in other Member States of the European Union, the Comisión Nacional del Mercado de Valores work closely with the competent authorities of the relevant Member States.

As part of this collaboration, the Comisión Nacional del Mercado de Valores communicate all relevant information concerning the direction, management and ownership of such investment services companies that can facilitate their supervision and examination of the conditions of their authorization and all information likely to facilitate the monitoring of such institutions, in particular with regard to liquidity, solvency, deposit guarantee, limitation of large exposures, other factors that may influence the systemic risk posed by the service company investment, administrative and accounting procedures and internal control mechanisms.

The communication of information to the preceding paragraph is conditional, in the case of non-members of the European Union, the subjugation of foreign supervisory authorities to professional secrecy obligations equivalent at least to those established States Article 90 of Law 24/1988 of 28 July, on the Securities Market.

2. In terms of liquidity, the Comisión Nacional del Mercado de Valores shall immediately inform the competent authorities of the Member States of the European Union where companies operate branches of Spanish investment services:

A) Any information or related oversight on finding liquidity in accordance with the sixth part of Regulation (EU) No 575/2013, of June 26, 2013, and Title VIII, chapter I of Law 24/1988 of 28 July on the Securities Market of the activities of the company investment services through branches, to the extent that such information or findings are relevant for the purposes of protection of depositors or investors in the host member State.

B) any liquidity crisis to occur or could reasonably be expected to be produced. This information shall also include measures implemented under prudential supervision and the details of the recovery plan and any measures adopted prudential supervision in that context.

3. The Comisión Nacional del Mercado de Valores, in its capacity as competent authority of the host Member State of a branch of a company investment services from another Member state of the European Union, may apply to the competent authorities of the Member State of origin communicate and explain how they have been taken into account the information and findings conveyed by it.

If after these explanations the Comisión Nacional del Mercado de Valores considers that the authorities of the State of origin have not taken adequate steps you can take steps to protect the interests of depositors and investors and the stability of the financial system, after informing the competent authorities of the State of origin and, in the case of authorities of a member State of the European Union, also to the European Banking Authority.


4. When the Comisión Nacional del Mercado de Valores is the supervisor of a service company of Spanish investment with branches in another Member state of the European Union and disagrees with the measures to be taken by the competent authorities of the Member State in which is situated the branch, may appeal to the European Banking Authority and request assistance in accordance with Article 19 of Regulation (EU) No 1093/2010 of 24 November 2010

Article 112. Operation of colleges of supervisors.

1. The Comisión Nacional del Mercado de Valores, when appropriate to establish a college of supervisors in accordance with Article 91 septies of Law 24/1988, of 28 July, the Securities Market:

A) Preside the meetings of the college and shall decide the competent authorities involved in the meetings and activities of the college of supervisors.

B) keep all members of the college fully informed the organization of meetings of the agreed decisions and measures taken.

C) inform the European Banking Authority, subject to the requirements of confidentiality provided for in Article 90 of Law 24/1988 of 28 July, on the Securities Market, the activities of the college of supervisors, especially those developed in emergency situations, and communicate to that authority all information that is of particular interest for the purposes of supervisory convergence activity.

In any case, the decisions of the Comisión Nacional del Mercado de Valores must take into account the relevance of the supervisory activity to be planned or coordinated, including the obligations of cooperation with the Member States in which they are established significant branches as well as the impact of decisions on the stability of the other Member States of the European Union financial system.

2. Notwithstanding the provisions of the preceding paragraph, in the colleges of supervisors may participate:

A) The European Banking Authority as it considers appropriate in order to promote and monitor the efficient, effective and consistent functioning of such schools in accordance with Article 21 of Regulation (EU) No 1093/2010, of November 24 2010

B) The competent authorities responsible for the supervision of subsidiaries of a service company parent investment of the European Union or a financial holding company or mixed financial holding company portfolio of the European Union.

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

D) central banks.

E) competent authorities of third countries subject to confidentiality requirements that are equivalent, in the opinion of all competent authorities, stipulated in Article 90 of Law 24/1988 of 28 July, Market Values.

3. The Comisión Nacional del Mercado de Valores may refer to the European Banking Authority under Article 19 of Regulation (EU) No 1093/2010 of 24 November 2010, any disagreements with other competent authorities to integrate the school and request your assistance.

Article 113. Exchange of information on supervision on a consolidated basis.

1. When the parent company and the undertaking of investment services which are subsidiaries are located in Member States of the different European Union, the Comisión Nacional del Mercado de Valores inform the competent authorities of each of those Member States with all information relevant to facilitate the exercise of supervision on a consolidated basis.

2. Where appropriate to the Comisión Nacional del Mercado de Valores supervision of parent companies not located in Spain under the provisions of Article 107, it may call upon the competent authorities of the Member State where you are located the parent company to request the parent company relevant for the exercise of supervision on a consolidated basis and to transmit information this information to the Comisión Nacional del Mercado de Valores.

Article 114. Checks in situ activity branches.


1. To exercise the supervision of branches of services firms Spanish investment in other Member States of the European Union, the Comisión Nacional del Mercado de Valores, after consulting the competent authorities of the host Member State, may carry out spot checks of the information referred to in Article 111. Such verification may also be carried out by the competent authorities of the member State where the branch or operate through auditors or experts.

If verification is carried out by auditors, must be adhered to the provisions on the regime of independence to which they are subject in accordance with Chapter III of the revised text of the Law on Auditing, approved by Royal Legislative Decree 1/2011 of 1 July, or, if the auditors are established in other Member States of the European Union, it must be adhered to provisions regarding independence regime comparable to Spanish .

2. To exercise supervision of branches in Spain of companies providing investment services authorized in other Member States of the European Union, the competent authorities of the Member States, after consultation with the Comisión Nacional del Mercado de Valores, out may take checks in situ of the information referred to in Article 111. These checks shall be made in any case, subject to the applicable Spanish regulations.

Article 115. Verification of information concerning entities in other Member States of the European Union.

1. In the framework of the implementation of the solvency rules contained in Regulation (EU) No 575/2013, of June 26, 2013, the Comisión Nacional del Mercado de Valores may ask the competent authorities of other Member States verification of information on the following entities in its territory:

A) investment services companies.

B) Credit institutions.

C) Financial holding companies.

D) mixed financial holding companies.

E) Financial institutions.

F) Companies ancillary services.

G) mixed holding companies.

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

1st Financial holding companies, mixed financial holding companies or mixed holding companies, which are insurance companies or other companies of investment services not covered by Article 4.1.2) of Regulation (EU) No. 575/2013, of June 26, 2013, subject to an authorization scheme.

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

2. When the Comisión Nacional del Mercado de Valores receives a provision similar to paragraph 1 request by the competent authorities of other Member States of the European Union, it will process it within the framework of its competence, through one of the following methods:

A) proceeding itself to the test.

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

C) Allowing it appropriate to an auditor or expert.

In addition, the Comisión Nacional del Mercado de Valores allow the requesting competent authority to participate in testing, if desired, when not made out by itself.

If verification is carried out by auditors, must be adhered to the provisions on the regime of independence to which they are subject auditors in Chapter III of the revised text of the Audit Law accounts, approved by Royal Decree Law 1/2011 of 1 July.

Article 116. Joint Decision.

1. Within the framework of the cooperation laid down in Article 91 sexies of Law 24/1988 of 28 July on Securities Market, the Comisión Nacional del Mercado de Valores, when is the consolidating supervisor of a group or competent authority responsible for the supervision of subsidiaries of a service company parent investment of the European Union, a financial holding company or a mixed financial holding company portfolio of the European Union in Spain, endeavor, with all means, reach a consensus decision with other supervisory authorities in the European Union:


A) The application of the provisions of Articles 70.2 and 87 bis of Law 24/1988 of 28 July, on the Securities Market, to determine the adequacy of the consolidated own funds held by the group level in relation your financial situation and risk profile and the level of equity required for the application of Article 87 octies of the Act to each of the companies of investment services group and on a consolidated basis.

B) The measures to address any significant issues and important findings relating to liquidity supervision.

2. The joint decision referred to in paragraph 1 to be taken:

A) For the purposes of paragraph 1 a), within four months after submission by the consolidating supervisor, to the other relevant competent authorities, a report containing the risk assessment of the group in accordance with articles 70.2, 87 and 87 bis.1 octies.2.a) of Law 24/1988 of 28 July, on the Securities Market.

B) For the purposes of paragraph 1 b), within one month after submission by the consolidating supervisor, to the other relevant competent authorities, a report including the assessment of the risk profile liquidity of the group in accordance with articles 97 of this royal decree and 70.2 of Law 24/1988 of 28 July, on the Securities Market.

3. The joint decision shall be set out in a document containing the fully reasoned decision and that the Comisión Nacional del Mercado de Valores, when is the consolidating supervisor shall submit to the parent company investment services in the European Union.

In case of disagreement, on its own initiative or at the request of any of the other competent authorities concerned, the Comisión Nacional del Mercado de Valores, before adopting the decision the following paragraph referred to consult the European Banking Authority. The query result will not be binding.

4. In the absence of such a joint decision between the competent authorities within the time limits in paragraph 2 refers to the Comisión Nacional del Mercado de Valores, when exercised consolidating supervisor shall take the decision on the application of Articles 70.2, 87a and 87 octies.2.a) of Law 24/1988 of 28 July, the Securities Market and Article 97 of this royal decree, on a consolidated basis after duly considering the risk assessment subsidiaries performed by relevant competent authorities and, where appropriate, the result of the consultation of the European Banking Authority, explaining any significant deviation from the advice received from it.

If paragraph 2 to one of the competent authorities concerned has referred the matter to the European Banking Authority in accordance with Article 19 of Regulation (EU) No 1093/2010, refers to the end of the periods November 24, 2010, the Comisión Nacional del Mercado de Valores defer its decision and await the decision that the European Banking Authority may take in accordance with Article 19.3 of the regulation. He later settled in accordance with the decision of the European Banking Authority. The periods referred to in paragraph 2 shall be considered as periods of conciliation within the meaning of Article 19 of the regulation.

The matter shall not be referred to the European Banking Authority after the end of the four month period or the period of one month, as appropriate, or after a joint decision has been reached.

5. Similarly, in the absence of such a joint decision, the Comisión Nacional del Mercado de Valores, responsible for the supervision of subsidiaries of a service company parent investment of the European Union or a financial holding company or mixed financial holding company matrix portfolio of the European Union, shall take a decision on the application of articles 70.2, 87a and 87 octies.2.a) of Law 24/1988 of 28 July, the Securities Market and Article 97 this royal decree, on an individual basis, after due consideration to the views and reservations expressed by the consolidating supervisor and, where applicable, the result of the consultation of the European Banking Authority, explaining any significant deviation He received opinion thereof.


If at the end of the period of four months or a month, as appropriate, any of the competent authorities concerned has referred the matter to the European Banking Authority in accordance with Article 19 of Regulation (EU) No 1093/2010 of November 24, 2010, the Comisión Nacional del Mercado de Valores defer its decision and await the decision that the European Banking Authority may take in accordance with Article 19.3 of the regulation. He later settled in accordance with the decision of the European Banking Authority. The deadlines in paragraph 2 shall be considered as periods of conciliation within the meaning of Article 19 of the regulation.

The matter shall not be referred to the European Banking Authority after the end of the four month period or the period of one month, as appropriate, or after a joint decision has been reached.

6. The decisions referred to the two preceding paragraphs are set out in a document containing the fully reasoned and shall take into account the risk assessment decisions, observations and reservations of the other competent authorities throughout the periods are referred to in paragraph 2.

The Comisión Nacional del Mercado de Valores, when exercised consolidating supervisor shall forward the document to all competent authorities concerned and the parent company of investment services in the European Union or subsidiary concerned.

7. Joint in paragraph 1 and decisions of supervisors on a consolidated basis of other Member States of the European Union, affecting services firms Spanish investment subsidiaries consolidated to such decisions concern groups concerns, decisions will identical legal effects of decisions taken by the Comisión Nacional del Mercado de Valores.

8. The joint in paragraph 1 refers to decision and decisions taken in the absence of a joint decision in accordance with paragraphs 4 and 5 will be updated each year or, in exceptional circumstances, where a competent authority responsible for the supervision of subsidiaries of an company investment services or a parent credit institution of the European Union or a financial holding company or a mixed financial holding company portfolio of the European Union submit to the consolidating supervisor an application written and fully reasoned that update decision on the application of Article 87 octies.2.a) of Law 24/1988 of 28 July, on the Securities Market. In the second case, they can handle the upgrade bilateral basis between the consolidating supervisor and the competent authority which submitted the request.

Article 117. Procedure as significant branches declaration and reporting requirements of the Comisión Nacional del Mercado de Valores about it.

1. With regard to branches of service companies other than those referred to in Article 95 of Regulation (EU) No 575/2013 of 26 June 2013, established in another Member State of the European Union Spanish investment, the Commission national Securities Market:

A) promote the process of adoption of a joint decision on his appointment as significant within a maximum period of 2 months from receipt of the request referred to by Article 91 quinquies of Law 24/1988 of 28 July Securities Market. If any reach joint decision not be adopted, the Comisión Nacional del Mercado de Valores shall recognize and enforce the decision taken thereon by the competent authority of the host Member State.

B) Inform the competent authorities of the Member State of the European Union where it is established a significant branch of a Spanish services company investment information referred to in Article 91 refers bis.8.c) of the Act 24/1988 of 28 July, on the Securities Market, and requests for additional own resources pursuant to the provisions of Article 87 octies.2 a) and carry out the tasks that the article refers to with 91.6.c ) of said Act in cooperation with the competent authorities of the member State in which the branch operates.
the Comisión Nacional del Mercado de Valores
also inform the company of Spanish investment services to respect the decision taken by the competent authority of the host Member State.


2. Regarding the branches in Spain of companies investment services from other Member States of the European Union, the Comisión Nacional del Mercado de Valores may request the competent supervisory authorities to initiate appropriate to recognize the significance of the branch proceedings and, where appropriate, decide on that point. To this end, if the receipt of the request by the Comisión Nacional del Mercado de Valores two months is not a joint decision with the supervisor of the Member State of origin reached, the Comisión Nacional del Mercado de Valores have a additional two months to make their own decision. In making its decision, the Comisión Nacional del Mercado de Valores take into account the views and reservations of the supervisor, if applicable, on a consolidated basis or the competent authorities of the host Member State.

3. In the actions referred to in paragraphs 1.a) and 2 above, the Comisión Nacional del Mercado de Valores shall:

A) take into account the views and reservations of the competent authorities of the Member States concerned, where appropriate.

B) To consider factors such as the market share of the branch in terms of financial instruments managed; the likely impact of a suspension or termination of operations of the investment services company in market liquidity and payment systems and clearing and settlement; or the size and importance of the branch number of customers.

They shall be set out in a document containing the decision and the reasons therefor and shall be notified to the other competent authorities and the company's own investment services concerned.

4. The Comisión Nacional del Mercado de Valores inform the competent authorities of the host Member States where significant branches established companies Spanish investment services are:

A) The results of the risk assessments of investment services firms with branches of this type have been made in accordance with Article 87a of Law 24/1988 of 28 July, Market Values.

B) Decisions taken under Article 87 octies.2 of Law 24/1988, of 28 July, on the Securities Market, to the extent that such assessments and decisions are relevant to those branches.
the Comisión Nacional del Mercado de Valores
also consult the competent authorities of the host Member States on the operational measures undertaken by companies providing investment services to ensure that liquidity recovery plans can be implemented so immediately where relevant for liquidity risks in the currency of the host member State.

5. The Comisión Nacional del Mercado de Valores may have recourse to the European Banking Authority and request assistance in accordance with Article 19 of Regulation (EU) No 1093/2010 of 24 November 2010, when:

A) The competent authorities of the home Member State of a significant branch operating in Spain have not consulted the Comisión Nacional del Mercado de Valores when establishing the recovery plan liquidity State.

B) When the Comisión Nacional del Mercado de Valores maintains that recovery plans liquidity imposed by the competent authorities of the Member State of origin of a significant branch operating in Spain they are inadequate.
CHAPTER IV


Reporting and publication

Article 118. Obligations of advertising Comisión Nacional del Mercado de Valores.

1. The Comisión Nacional del Mercado de Valores shall publish on its website:

A) The texts of laws and regulations, and general guidelines adopted in the field of solvency rules.

B) The way they have exercised the options and discretions provided by the European Union law.

C) The criteria and methodology followed by the Comisión Nacional del Mercado de Valores own to review the arrangements, strategies, processes and mechanisms implemented by investment services companies and groups in order to ensure compliance with regulation mechanisms (EU) No. 575/2013, of June 26, 2013, and solvency rules contained in Law 24/1988 of 28 July, on the Securities Market, and assess the risks that they are or could be exposed.

D) The general criteria and methodologies adopted to review compliance with the provisions of Articles 405 to 409 of Regulation (EU) No 575/2013 of 26 June 2013.


E) A brief description of the outcome of the supervisory review and description of the measures imposed in cases of breach of the provisions of Articles 405 to 409 of Regulation (EU) No 575/2013 of 26 June 2013.

F) Other under Article 87 septies of Law 24/1988, of 28 July, on the Securities Market.

2. Also, when the Comisión Nacional del Mercado de Valores, pursuant to Article 7.3 of Regulation (EU) No 575/2013 of 26 June 2013, decide to exempt a service company investment of compliance with Article 6.1 of that regulation, it must publish the following information:

A) The criteria used to determine that there are no significant actual or anticipated impediments, practical or legal to the prompt transfer of own funds or repayment of liabilities type.

B) The number of service companies parent investment to benefit from this exemption and, among them, the number of investment services companies that have subsidiaries in a country outside the European Union.

C) on an aggregate basis for Spain:
1st
The total consolidated equity of the parent company investment services in Spain to which this exemption is held by subsidiaries located in non-Member States of the European Union applies.
2nd
The percentage of consolidated equity services companies in Spain matrices total investment which this exemption represented by equity held in subsidiaries in non-Member States of the European Union applies.

3.º The percentage of total consolidated own funds required under Article 92 of Regulation (EU) No 575/2013 of 26 June 2013, businesses parent investment services in Spain with a which this exemption, represented by own resources held in subsidiaries in non-Member States of the European Union applies.

3. When the Comisión Nacional del Mercado de Valores, pursuant to Article 9.1 of Regulation (EU) No 575/2013, of June 26, 2013, authorizes an investment services company to incorporate in the calculation of the requirement under Article 6.1 of the regulation, those of its subsidiaries which meet the conditions set out in Article 7.1.c) and d) of that regulation and whose significant exposures or liabilities they are with respect to such utilities parent investment, you must publish the following information:

A) criteria it applies to determine that there are no significant actual or anticipated impediments, practical or legal to the prompt transfer of own funds or repayment of liabilities type.

B) The number of service companies to parent investment has been granted this authorization, including the number of such companies parent investment services that have subsidiaries in non-Member States of the European Union .

C) on an aggregate basis for Spain:
1st
The total amount of own resources utilities parent investment to which this authorization has been granted is held in subsidiaries in not members of the European Union.
2nd
The percentage of total own resources service companies parent investment to which this authorization has been granted represented by equity held in subsidiaries in not members of the European Union.

3.º The percentage of total own funds required under Article 92 of Regulation (EU) No 575/2013, of June 26, 2013, to service companies with a parent investment which this authorization has been granted represented by equity held in subsidiaries in not members of the European Union.

Article 119. Information on solvency of investment services companies.


1. In accordance with Article 70a of Law 24/1988 of 28 July, on the Securities Market, consolidated groups of investment services companies and investment service companies not integrated into one of these groups published in consolidated their website properly integrated into a single document called "information on solvency" concrete information on those details of your financial situation and activity in the market and other interested parties may have an interest in order to assess the risks to which face, their market strategy, risk control, internal organization and their situation in order to comply with the minimum capital requirements under Regulation (EU) No 575/2013, of June 26, 2013 , and Law 24/1988 of 28 July, on the Securities Market.

2. The same disclosure obligations shall become due, individually, to service companies Spanish or foreign investment undertakings established in another Member State of the European Union, subsidiaries of Spanish investment services, where the National Stock Market Commission Securities it deems in view of their activity or relative importance within the group. In the event that the obligation affecting foreign subsidiaries, the Comisión Nacional del Mercado de Valores forward the corresponding resolution to the dominant services company Spanish investment, which is required to take the necessary measures to provide effective enforcement.

3. The investment services companies may omit no meaningful information, and with the timely warning, the data considered classified or confidential. They can also determine the means, place and manner of disclosure of that document.

4. The publication of the document "Information on solvency" must be carried out at least annually and as soon as possible. In any case, the publication may not take place after the date of approval of the annual accounts of the investment services company.

Nevertheless, business investment services will assess the need to publish some or all disclosures more frequently given the nature and characteristics of its activities.

In addition, the Comisión Nacional del Mercado de Valores may determine the information to which the investment service companies should pay particular attention when assessing whether a frequency of greater than annual data for such publication is necessary.

5. Notwithstanding the foregoing, are excluded from the scope of this article those investment services companies that meet the following requirements:

A) not be allowed to provide the ancillary service referred to in Article 63.2.a) of Law 24/1988 of 28 July, the Securities Market refers.

B) Providing only one or more of the investment services or activities listed in Article 63.1.a), b), d) and g) of Law 24/1988 of 28 July, on the Securities Market.

C) not be allowed to take deposit money or securities of its clients and, therefore, can never be in debit with those customers. "

Thirteen. The only additional provision becomes the first additional provision and a new additional provision with the following wording is added:

"Second additional provision. Communication of sanctions to the European Banking Authority.

The Comisión Nacional del Mercado de Valores inform the European Banking Authority of sanctions imposed on companies providing investment services as well as actions brought against them and their results.

However, the above is not required to report on sanctions imposed on investment service companies that meet the following requirements:

A) not be allowed to provide the ancillary service referred to in Article 63.2.a) of Law 24/1988 of 28 July, the Securities Market refers.

B) Providing only one or more of the investment services or activities listed in Article 63.1.a), b), d) and g) of Law 24/1988 of 28 July, on the Securities Market.

C) not be allowed to take deposit money or securities of its clients and, therefore, can never be in debit with those customers. "

Catorce. the second final provision is amended as follows:

"Second final provision. Habilitation regulations.

The Minister of Economy and Competitiveness, and with its express authorization, the Comisión Nacional del Mercado de Valores may issue the necessary provisions for the enforcement of this royal decree.


The Comisión Nacional del Mercado de Valores may make the necessary arrangements to develop, define and specify the information that the official secondary markets are bound to spread on shares admitted to trading on them, both in relation to the positions of purchase and existing at the time, and in relation to the already completed transactions, according to the provisions of Article 43 of Law 24/1988 of 28 July on the Securities Market Securities Market sale and in accordance with the requirements in this regard are set in Community legislation. "

Sole additional provision. Prior approval of equity instruments additional level 1 and level 2

The computation of equity instruments additional Tier 1 and Tier 2 companies providing investment services as such shall be subject to prior approval by the Comisión Nacional del Mercado de Valores in accordance with the criteria established by the Regulation (EU) No 575/2013 of 26 June 2013.

Single derogatory provision. Repeal legislation.

Are repealed all provisions of equal or lower rank opposing this royal decree and in particular the provisions relating to investment services companies of Royal Decree 216/2008 of 15 February own resources financial institutions.

First final provision. competential title.

1. This royal decree is issued under the provisions of the rules 6th, 11th and 13th Article 149.1 of the Spanish Constitution, which attributed to the State jurisdiction over trade legislation, bases of credit management, banking and safe and coordination of general planning of economic activity, respectively.

2. The provisions of the preceding paragraphs shall be without prejudice to the powers attributed to the Autonomous Communities in supervision of investment services companies and within the framework set by the European Union law.

Second final provision. Incorporation of European Union law.

By this Royal Decree it incorporates into Spanish law Directive 2013/36 / EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, by amending Directive 2002/87 / EC and Directives 2006/48 / EC and 2006/49 / EC is repealed.

Final disposition third. Powers of development.

1. Without prejudice to the provisions of this Royal Decree and Law 24/1988 of 28 July on Securities Market, the Comisión Nacional del Mercado de Valores may:

A) Make use, in accordance with its remit, the options that national authorities are given by 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 Regulation (EU) No 648/2012 amending, and Directive 2013/36 / EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, by amending Directive 2002/87 / EC and repealing Directives 2006/48 / EC and 2006/49 / EC.

B) Make use, in accordance with its remit, the options that are attributed to the Member States in Articles 412.5, 413.3 and 493.3 of Regulation (EU) No 575/2013 of 26 June 2013

C) Urge investment services companies and groups undertaking reviews by independent experts on those aspects that are relevant for the purposes of the obligations of entities or groups established in the solvency regulations and especially what referred to the consistency and quality of data from internal methods provided for therein.

D) Determine the types of financial institutions to be included in the consolidated group of companies providing investment services.


E) To receive communications from other bodies responsible for monitoring individual or consolidated basis of the entities of a consolidated group in which different entities investment service companies are integrated when the National Market Commission securities is responsible for the supervision of that group. These notifications will be made whenever necessary and at least twice a year. Its content is relative to the requirements of minimum capital requirements in accordance with their specific rules, are payable individually or consolidated companies investment services subject to its supervision, deficits that arise in connection with such minimum requirements and the measures taken to correct them.

F) To establish, in accordance with its remit, the precise arrangements for the proper execution of this royal decree.

2. Any law that is delivered in developing what is expected in this royal decree and can directly affect financial institutions subject to supervision by the Bank of Spain or the Direccion General de Seguros preliminary report of these bodies will be made.

Fourth final provision. Entry into force.

1. The Royal Decree shall enter into force on the day following its publication in the "Official Gazette" day.

2. Notwithstanding the provisions of the preceding paragraph, the investment service companies have a term of:

A) Three months after the entry into force of this royal decree for the replacement of directors, general managers or similar and other employees who do not possess the eligibility requirements arising from the application of this royal decree.

B) Three months from the date the Comisión Nacional del Mercado de Valores publishes the developments necessary for this purpose, to provide on its website information provided for in Article 31b of the Royal Decree 217/2008 of February 15, on the legal regime of investment services companies and other entities that provide investment services and Regulation of the Law 35/2003, of November 4, investment institutions collective, approved by Royal Decree 1309/2005, of November 4.

Given in Madrid, on 8 May 2015.
FELIPE R.


The Minister of Economy and Competitiveness,

Luis de Guindos JURY