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Decision (EU) 2019/322 of the European Central Bank of 31 January 2019 on delegation of the power to adopt decisions regarding supervisory powers granted under national law (ECB/2019/4)

Decision (EU) 2019/322 of the European Central Bank of 31 January 2019 on delegation of the power to adopt decisions regarding supervisory powers granted under national law (ECB/2019/4)

Article 1 Definitions

For the purposes of this Decision, the following definitions shall apply:

  1. ‘national powers decisions’ mean decisions taken by the ECB in exercise of its supervisory powers granted under national law that are not explicitly provided for in Union law;

  2. ‘acquisition of a holding’ means: (a) the acquisition of a direct or indirect holding of capital or of voting rights in another entity, including as a result of the establishment of a new entity, other than the acquisition of a qualifying holding within the meaning of Article 22 of Directive 2013/36/EU of the European Parliament and of the Council(1); and (b) any transaction that is equivalent under the relevant national law to such an acquisition;

  3. ‘merger’ means (a) an operation whereby one or more companies, on being dissolved with or without going into liquidation, transfer all of their assets and liabilities to an existing company or a new company, in exchange for the issue to their shareholders of securities or shares representing the capital of that existing company or new company, or (b) any transaction that is a merger under the relevant national law;

  4. ‘demerger’ means (a) an operation whereby one or more companies split part of their assets and liabilities and form a new company that holds these assets and liabilities, or (b) any transaction that is a demerger under the relevant national law;

  5. ‘third country or territory’ means a country or territory outside the European Economic Area;

  6. ‘related party’ means a natural person that is related to a credit institution or a close member of that person's family, or a legal person that is related to a credit institution, in accordance with the relevant national law;

  7. ‘SREP decision’ means the decision adopted by the ECB on the basis of Article 16 of Regulation (EU) No 1024/2013 following the annual supervisory review and evaluation process within the meaning of Article 97 of Directive 2013/36/EU;

  8. ‘liquidity coverage ratio’ (LCR) means the ratio as defined in Article 4 of the Commission Delegated Regulation (EU) 2015/61(2);

  9. ‘equivalent supervisory and regulatory standards’ are supervisory and regulatory requirements or arrangements applied by a third country or territory that are recognised by the European Commission as equivalent to those applied in the Union in accordance with Articles 107(4) and 114(7) of Regulation (EU) No 575/2013 of the European Parliament and of the Council(3). The relevant third countries and territories are listed in Annexes I and IV to Commission Implementing Decision 2014/908/EU(4);

  10. ‘delegation decision’ and ‘delegated decision’ have the same meaning as in points (2) and (4) of Article 3 of Decision (EU) 2017/933 (ECB/2016/40), respectively;

  11. ‘heads of work units’ means the heads of work units of the ECB to whom the power to adopt national powers decisions is delegated;

  12. ‘non-objection procedure’ means the procedure set out in Article 26(8) of Regulation (EU) No 1024/2013, and further specified in Article 13g of Decision ECB/2004/2;

  13. ‘negative decision’ means a decision that does not or does not fully grant the permission as requested by the significant supervised entity. A decision with ancillary provisions such as conditions or obligations shall be considered as a negative decision unless such ancillary provisions (a) ensure that the supervised entity fulfils the requirements of relevant national law and have been agreed in writing, or (b) merely restate one or more of the existing requirements that the institution has to comply with pursuant to a relevant provision of national law or require information on the fulfilment of one or more of such requirements;

  14. ‘significant supervised entity’ means a significant supervised entity as defined in point (16) of Article 2 of Regulation (EU) No 468/2014 of the European Central Bank (ECB/2014/17)(5);

  15. ‘branch’ means a branch as defined in Article 4(1)(17) of Regulation (EU) No 575/2013;

  16. ‘representative office’ means an office that promotes or assists the activities of a supervised entity but which does not carry out the business of a credit institution;

  17. ‘non-core support services’ means ancillary services supporting the principal business of a credit institution including administrative services, customer services, debt collection services, e-signatures or other similar services;

  18. ‘ECB guide’ means any document, adopted by the Governing Council upon a proposal from the Supervisory Board and published on the ECB's website and which gives guidance on the ECB's interpretation of legal requirements;

  19. ‘regulated entity’ means a regulated entity as defined in point (4) of Article 2 of Directive 2002/87/EC of the European Parliament and of the Council(6);

  20. ‘ECB Guide on the supervisory approach to consolidation in the banking sector’ means a document with this title containing the principles underpinning the prudential supervisory approach followed by the ECB when determining whether the arrangements implemented by a credit institution resulting from a consolidation ensure the sound management and coverage of its risks, adopted and amended from time to time in accordance with the non-objection procedure and published on the ECB’s website;

  21. ‘sensitivity’ means a characteristic or factor that may have a negative impact on the ECB’s reputation and/or on the effective and consistent functioning of the Single Supervisory Mechanism, including but not limited to any of the following: (a) the relevant supervised entity has previously been, or is currently, subject to severe supervisory measures such as early intervention measures; (b) the draft decision once adopted will set a new precedent that could bind the ECB in the future; (c) the draft decision once adopted may attract negative media or public attention; or (d) a national competent authority that has entered into close cooperation with the ECB communicates its disagreement with the proposed draft decision to the ECB.

Article 2 Subject matter and scope

1.

This Decision specifies the criteria for the delegation of decision-making powers to the heads of work units of the ECB for the adoption of national powers decisions.

2.

The delegation of decision-making powers is without prejudice to the supervisory assessment to be performed for the purposes of taking national powers decisions.

Article 3 Delegation of national powers decisions

1.

In accordance with Article 4 of Decision (EU) 2017/933 (ECB/2016/40), the Governing Council hereby delegates to the heads of work units of the ECB, nominated by the Executive Board in accordance with Article 5 of that Decision, the power to adopt national powers decisions in relation to the following: (a) acquisitions of holdings; (b) acquisitions of assets or liabilities; (c) sales of holdings; (d) sales of assets or liabilities; (e) mergers; (f) demergers; (g) operations in third countries or territories; (h) outsourcing; (i) amendments to statutes; (j) appointments of external auditors; (k) credit to related parties.

2.

The national powers decisions referred to in paragraph 1 shall be adopted by means of a delegated decision if the relevant criteria for the adoption of delegated decisions set out in Articles 4 to 14 are fulfilled.

3.

National powers decisions shall not be adopted by means of a delegated decision if national law requires supervisory approval of credit institutions’ strategic measures or if the complexity of the assessment or sensitivity of the matter requires that they are adopted under the non-objection procedure.

3a.

Heads of work units shall submit a national powers decision that fulfils the criteria for the adoption of delegated decisions set out in Articles 4 to 14 to the Supervisory Board and the Governing Council for adoption under the non-objection procedure if the supervisory assessment of that national powers decision has a direct impact on the supervisory assessment of another decision which is to be adopted under the non-objection procedure.

4.

The delegation of decision-making powers pursuant to paragraph 1 shall apply to:

  1. the ECB’s adoption of supervisory decisions;

  2. the ECB’s approval of positive assessments where a supervisory decision is not required under national law;

  3. the ECB’s approval of replies or reports issued by the ECB at the request of authorities of participating Member States in respect of national powers;

  4. the ECB’s adoption of instructions addressed, pursuant to Article 7 of Regulation (EU) No 1024/2013, to the national competent authorities with which the ECB has established close cooperation.

5.

Negative decisions shall not be adopted by means of a delegated decision.

6.

Where a decision may not be adopted by means of a delegated decision, it shall be adopted in accordance with the non-objection procedure.

Article 4 Criteria for the adoption of delegated decisions on acquisitions of holdings

1.

Decisions on the approval of acquisitions of holdings in credit institutions or non-credit institutions by a significant supervised entity shall be taken by means of a delegated decision if all of the following criteria are met:

  1. the impact on the own funds of the acquiring significant supervised entity, on both a consolidated and an individual basis, is limited, which means that:

    1. following the acquisition, the own funds exceed and are estimated to continue exceeding the sum of the requirements laid down in Article 92(1) of Regulation (EU) No 575/2013, the own funds required to be held in accordance with Article 16(2)(a) of Regulation (EU) No 1024/2013, the combined buffer requirement as defined in point (6) of Article 128 of Directive 2013/36/EU and the Pillar 2 capital guidance as set out in the last available SREP decision; and

    2. the impact of the reduction on the Common Equity Tier 1 capital ratio, the Tier 1 capital ratio and the total capital ratio is below 100 basis points.

  2. the impact on the liquidity situation of the acquiring significant supervised entity is limited, which means that:

    1. the LCR remains above 110 % and is above the liquidity requirements set out in the last available SREP decision, if these are higher than the required minimum LCR;

    2. at consolidated level, the LCR is not reduced by more than 50 %;

  3. the target entity is located in a Member State of the Union or of the European Economic Area, or in a third country or territory with equivalent supervisory and regulatory standards.

2.

The assessment of acquisitions of holdings shall be carried out in accordance with the relevant provisions of national law, also taking into consideration any applicable ECB guides and/or national competent authorities' policy stances, guidance or similar acts.

Article 5 Criteria for the adoption of delegated decisions on acquisitions of assets or liabilities

1.

Decisions on the approval of acquisitions of assets or liabilities in credit institutions or non-credit institutions by a significant supervised entity shall be taken by means of a delegated decision if all of the following criteria are met:

  1. the impact on the own funds of the acquiring significant supervised entity as a result of the acquisition, on both a consolidated and an individual basis, is limited, which means that:

    1. following the acquisition, the own funds exceed and are estimated to continue exceeding the sum of the requirements laid down in Article 92(1) of Regulation (EU) No 575/2013, the own funds required to be held in accordance with Article 16(2)(a) of Regulation (EU) No 1024/2013, the combined buffer requirement as defined in point (6) of Article 128 of Directive 2013/36/EU and the Pillar 2 capital guidance as set out in the last available SREP decision; and

    2. the impact of the reduction on the Common Equity Tier 1 capital ratio, the Tier 1 capital ratio and the total capital ratio is below 100 basis points;

  2. the impact on the liquidity situation of the acquiring significant supervised entity, as a result of the acquisition, is limited, which means that:

    1. the LCR remains above 110 % and is above the liquidity requirements set out in the last available SREP decision, if these are higher than the required minimum LCR, and

    2. at consolidated level, the LCR is not reduced by more than 50 %;

  3. the value of the assets and liabilities that are acquired does not exceed 25 % of the total assets of the acquiring significant supervised entity at individual level.

2.

The assessment of acquisitions of assets or liabilities shall be carried out in accordance with the relevant provisions of national law, also taking into consideration any applicable ECB guides and/or national competent authorities' policy stances, guidance or similar acts.

Article 6 Criteria for the adoption of delegated decisions on sales of holdings

Article 7 Criteria for the adoption of delegated decisions on sales of assets or liabilities

Article 8 Criteria for the adoption of delegated decisions on mergers

Article 9 Criteria for the adoption of delegated decisions on demergers

Article 10 Criteria for the adoption of delegated decisions on operations in third countries or territories

Article 11 Criteria for the adoption of delegated decisions on outsourcing

Article 12 Criteria for the adoption of delegated decisions on amendments to statutes

Article 13 Criteria for the adoption of delegated decisions on appointments of or changes to external auditors

Article 14 Criteria for the adoption of delegated decisions on credit to related parties

Article 15 Transitional provision

Article 16 Entry into force