Order on the Rules of Procedure for the Board of the Danish Financial Supervisory Authority

Order on the Rules of Procedure for the Board of the Danish Financial Supervisory Authority

Pursuant to Section 345, subsection 19, of the Act on Financial Business, cf. Act No. 650 of 9 June 2025, as amended by Act No. 712 of 20 June 2025, and with the approval of the Minister for Industry, Business and Financial Affairs, the following is enacted:

Chapter 1 Purpose

Section 1. These Rules of Procedure aim to establish the overarching framework for the work of the Board of the Danish Financial Supervisory Authority (the Board).

Chapter 2 Members of the Board

Section 2. The Minister for Industry, Business and Financial Affairs appoints members of the Board, including the Chairman and the Vice-Chairman.

Subsection 2. If a Board member resigns or has permanent absence, the Minister for Industry, Business and Financial Affairs shall appoint a new member as soon as possible.

Observer

Section 3. The Minister for Industry, Business and Financial Affairs appoints an observer from the Ministry for Industry, Business and Financial Affairs to the Board.

Subsection 2. The observer participates in the Board's meetings with the right to speak, but without the right to vote.

Subsection 3. The Minister for Industry, Business and Financial Affairs appoints a permanent substitute for the observer, who may participate in the Board's meetings in the event of the observer's absence.

Board Secretariat

Section 4. The Executive of the Danish Financial Supervisory Authority appoints a Board Secretariat among the employees of the Danish Financial Supervisory Authority.

Subsection 2. The Board Secretariat participates in the Board's meetings without the right to vote.

Chapter 3 Competence and Tasks

Section 5. The Board shall, pursuant to Section 345, subsection 12, of the Act on Financial Business:

1. Approve the organization of supervisory activities at the Danish Financial Supervisory Authority.
2. Establish the strategic objectives for the Danish Financial Supervisory Authority's supervisory activities and for activities under Chapters 17 and 17a of the Act on Financial Business.
3. Approve the annual report of the Danish Financial Supervisory Authority.
4. Make decisions on reactions in cases of a principled nature and in cases that have far-reaching significant consequences.
5. Make decisions in cases regarding orders pursuant to Section 347 b, subsection 1, and Section 347 c, subsection 1, of the Act on Financial Business.
6. Make decisions to refer cases covered by item 4 to police investigation.
7. Approve rules and guidelines to be issued by the Danish Financial Supervisory Authority.
8. Assist the Danish Financial Supervisory Authority in the handling of cases under Chapters 17 and 17a of the Act on Financial Business that are not covered by item 2.

Subsection 2. In addition to the tasks mentioned in subsection 1, the Board shall:

1. Provide the Executive of the Danish Financial Supervisory Authority with professional, organizational, and managerial feedback.
2. Submit proposals for the Danish Financial Supervisory Authority's budget to the Minister for Industry, Business and Financial Affairs.
3. Continuously monitor the use of the Danish Financial Supervisory Authority's appropriations.
4. Submit proposals for the Danish Financial Supervisory Authority's target and performance plan to the Minister for Industry, Business and Financial Affairs regarding the Authority's supervisory activities.
5. Provide statements in connection with the Minister for Industry, Business and Financial Affairs' appointment of the Director of the Danish Financial Supervisory Authority.
6. Approve guidelines that establish the overarching framework for the conduct of employees at the Danish Financial Supervisory Authority.

Section 6. The Board's tasks apply in relation to the following:

1. Act on Financial Business, cf. Section 345, subsection 12, of the Act.
2. Act on Capital Markets, cf. Section 211, subsection 4, of the Act.
3. Act on Securities Firms and Investment Services and Activities, cf. Section 223, of the Act.
4. Money Laundering Act, cf. Section 47, subsection 2, of the Act.
5. Act on Labour Market Supplementary Pension, cf. Section 27, subsection 2, of the Act.
6. Act on Payments, cf. Section 130, subsection 2, of the Act.
7. Act on Alternative Investment Fund Managers, cf. Section 156, of the Act.
8. Act on Investment Funds, cf. Section 162, of the Act.
9. Act on Financial Advisors, Investment Advisors and Mortgage Credit Intermediaries, cf. Section 11, subsection 4, of the Act.
10. Act on Insurance Mediation, cf. Section 22, subsection 2, of the Act.
11. Act on Consumer Credit Business, cf. Section 15, subsection 2, of the Act.
12. Act on Company Pension Funds, cf. Section 97, subsection 2, of the Act.
13. Act on the Labour Market Supplementary Pension Fund, cf. Section 10, subsection 2, of the Act.
14. Act on Mortgage Loans and Mortgage Bonds, cf. Section 34, subsection 2, of the Act.
15. Act on Insurance Business, cf. Section 266, of the Act.
16. Act on Real Estate Credit Companies, cf. Section 12, subsection 6, of the Act.
17. Act on Payment Accounts and Basic Business Accounts, cf. Section 14, subsection 2, of the Act.
18. Act on Credit Service Companies and Credit Buyers, cf. Section 25, subsection 2, of the Act.

Section 7. The Board constitutes a part of the Danish Financial Supervisory Authority.

Subsection 2. The Board may at any time demand all necessary information from the Danish Financial Supervisory Authority and the Danish Business Authority as part of its duties.

Subsection 3. The Danish Financial Supervisory Authority or the Danish Business Authority carries out the reactions that the Board has decided upon.

Tasks of the Executive

Section 8. At the Board's meetings, the Executive of the Danish Financial Supervisory Authority reports on:

1. Specific cases and matters of interest or relevance to the Board.
2. The Danish Financial Supervisory Authority's supervision of companies under intensified supervision.

Communication and Contact with the Public

Section 9. The Chairman represents the Board externally. A Board member, or others, who have participated in the handling of cases in the Board, may not without the Chairman's permission speak to the press or address the public regarding the Board's matters or decisions concerning the Danish Financial Supervisory Authority.

Strategic Objectives of the Danish Financial Supervisory Authority

Section 10. The Danish Financial Supervisory Authority submits drafts of guidelines for the organization of supervisory activities, and drafts of strategic objectives for the Danish Financial Supervisory Authority's supervisory activities, for the Board's establishment and approval thereof, cf. Section 345, subsection 12, items 1 and 2, of the Act on Financial Business. The guidelines shall contain the overarching framework and principles for the organization of supervisory activities.

Subsection 2. The organization of supervisory activities and the establishment of strategic objectives for the Danish Financial Supervisory Authority's supervisory activities shall be carried out in accordance with the considerations in Section 344, subsections 2 and 3, of the Act on Financial Business, including promoting financial stability and confidence in financial companies and markets.

Subsection 3. The Executive of the Danish Financial Supervisory Authority is responsible for ensuring that the concrete implementation of supervisory activities meets the strategic objectives and is carried out in accordance with the Danish Financial Supervisory Authority's organization of supervisory activities as established and approved by the Board.

Section 11. The Board contributes to the preparation and assessment of the fulfillment of objectives in the Danish Financial Supervisory Authority's target and performance plan, when the objectives concern supervisory activities and strategic objectives for the Danish Financial Supervisory Authority's supervisory activities.

Section 12. The Chairman of the Board shall be available for discussions with the Ministry for Industry, Business and Financial Affairs regarding the preparation and fulfillment of the Danish Financial Supervisory Authority's Director's performance contract.

Annual Report of the Danish Financial Supervisory Authority

Section 13. The Executive of the Danish Financial Supervisory Authority submits the annual report of the Danish Financial Supervisory Authority to the Board for approval, cf. Section 345, subsection 12, item 3, of the Act on Financial Business.

Subsection 2. The annual report is approved by the Board of the Danish Financial Supervisory Authority and is signed and dated by the Chairman of the Board and the Director of the Danish Financial Supervisory Authority in connection with the management statement.

Subsection 3. If a Board member or the Director of the Danish Financial Supervisory Authority disagrees with the annual report or has objections to the approval of the annual report with the content decided upon, the disagreement or objections must be fully and specifically justified in the statement on the annual report, and an explanation must be given in the management report. The Director or the Chairman may not refuse to sign the annual report.

Delegation of Competence

Section 14. The Board may, by instruction to the Executive of the Danish Financial Supervisory Authority, delegate its competence regarding cases covered by Section 5, subsection 1, items 4 and 6-8, to the Executive of the Danish Financial Supervisory Authority, cf. Section 345, subsection 20, of the Act on Financial Business. In cases concerning accounting control of companies covered by the Accounting Act, the Board's competence may be delegated to the Danish Business Authority.

Subsection 2. The Danish Financial Supervisory Authority shall keep an overview of which case types have been delegated, and the overview shall be reviewed by the Board at least once a year. During the review, information shall be provided on any use of delegation pursuant to Section 5, item 7.

Subsection 3. The Danish Financial Supervisory Authority or the Danish Business Authority shall inform the Board no later than at the next meeting when a decision or resolution has been made after delegation regarding cases covered by Section 5, subsection 1, items 4, 6 and 8.

Annual Evaluation of the Board

Section 15. The Board shall evaluate the Board's and the individual members' performance, including cooperation with the Executive, once a year.

Chapter 4 Board Meetings

Holding of Meetings

Section 16. The Board establishes a meeting plan with up to ten annual Board meetings, which are placed on fixed meeting days distributed evenly throughout the calendar year as far as possible.

Subsection 2. Planned meetings may be moved or cancelled with the Chairman's approval.

Section 17. The Board also holds a meeting when the Chairman deems it necessary, or when requested by a Board member or the Director of the Danish Financial Supervisory Authority.

Summoning

Section 18. Summoning to Board meetings shall be done electronically with at least seven days' notice to all Board members and the observer.

Subsection 2. With the meeting summons or at least seven days before one of the planned meetings, Board members and the observer shall receive an agenda containing an indication of the cases to be handled.

Subsection 3. Board members and the observer shall have electronic access to the material necessary for the handling of the cases no later than seven days before the Board meeting.

Subsection 4. If the material is of a particularly confidential nature, the Chairman may determine that the material or parts thereof are only distributed at the meeting, and that the material must be returned at the end of the meeting.

Subsection 5. In individual cases of an urgent nature, the Chairman or, in their absence, the Vice-Chairman may allow the Board to be summoned with shorter notice, or that the agenda and material are sent later than the deadline for summoning.

Conduct of Board Meetings

Section 19. Board meetings are held in person as a general rule.

Subsection 2. A Board member who is prevented from attending a meeting shall notify the Board Secretariat of this as soon as possible.

Subsection 3. If a Board member is prevented from attending a Board meeting in person, they may, with the Chairman's permission, participate via tele- or video communication.

Subsection 4. The Chairman chairs the Board's meetings.

Subsection 5. In the event of the Chairman's absence, the Vice-Chairman acts as Chairman.

Subsection 6. The Danish Financial Supervisory Authority or the Danish Business Authority presents cases to the Board.

Section 20. To the extent that it is consistent with the execution of the Board's tasks, Board meetings may be held in writing or by using electronic media, including as telephone or video meetings. A Board member or the Executive of the Danish Financial Supervisory Authority may demand that an oral discussion takes place, possibly via telephone or video meetings.

Subsection 2. If a Board decision is made in writing or electronically, a clear expression of opinion from the individual Board members is required. The members shall subsequently be informed of the final decision.

Subsection 3. If a Board member is suffering from long-term illness, the Board member is not considered part of the Board for decision-making purposes covered by subsection 2, and answers are therefore not necessary.

Board Decisions etc.

Section 21. The Board is quorate when more than half of all appointed Board members, including either the Chairman or the Vice-Chairman, are represented.

Subsection 2. The Board makes decisions by simple majority. In the event of a tie, the Chairman's vote, and in their absence, the Vice-Chairman's vote, is decisive.

Section 22. The Chairman, and in their absence the Vice-Chairman, may in special cases decide or make a decision in a case without submission to the Board, if the case is of an urgent nature, and otherwise the purpose would be lost.

Subsection 2. In special cases, the Danish Financial Supervisory Authority may decide or make a decision in a case without submitting it to the Board, if the case is of an urgent nature, and otherwise the purpose would be lost. The Danish Financial Supervisory Authority shall discuss the case as much as possible with the Chairman or Vice-Chairman of the Board prior to the supervisory decision.

Subsection 3. If a decision is made pursuant to subsection 1 or 2, the entire Board shall be informed as soon as possible and receive the decision, a note on the decision, or the resolution.

Subsection 4. The Chairman or the Danish Financial Supervisory Authority shall, at the first Board meeting after a decision has been made pursuant to subsection 1 or 2, inform the Board of the decision, including the circumstances that necessitated the decision being made without the case being submitted to the Board.

Power of Attorney

Section 23. A Board member may not give power of attorney to another Board member or others to represent them at Board meetings.

Subsection 2. The Chairman may have a Board member convey their views via the Chairman.

Minutes

Section 24. The Board Secretariat ensures that minutes are kept of the discussions in the Board, from which the following shall appear:

1. Which members were present at the meeting or participated in another way.
2. Other persons who were present during the handling of cases in the Board.
3. The Board's decisions and resolutions.
4. Significant viewpoints that may have emerged during the Board's discussions.
5. Other matters that a Board member or the Consumer Ombudsman wishes to be entered in the minutes, including indication of disagreement regarding a decision or resolution.

Subsection 2. The Board Secretariat prepares a draft of the minutes as soon as possible after a meeting and sends it to the Board members no later than three weeks after the Board meeting, after approval by the Chairman or Vice-Chairman.

Subsection 3. The Danish Financial Supervisory Authority ensures that the minutes are signed by all Board members. Board members who have not participated in a meeting are obliged to familiarize themselves with the content of the minutes and sign the minutes as read. Board members sign digitally; if this is not possible, the signature may be physical.

Subsection 4. The Consumer Ombudsman and other persons mentioned in Chapter 5, who have been present during the handling of cases in the Board, are only sent the minutes of the agenda items they have participated in handling.

Subsection 5. Parties who have had an audience with the Board of the Danish Financial Supervisory Authority do not receive the minutes from the Board meeting.

Chapter 5 Participation of Others in Board Meetings etc.

Danish Financial Supervisory Authority and Danish Business Authority

Section 25. The Executive of the Danish Financial Supervisory Authority, and employees of the Danish Financial Supervisory Authority authorized by the Executive, participate in the Board's meetings without the right to vote.

Subsection 2. At Board meetings where cases covered by Section 213, subsections 1-5 and 8, cf. Section 211, subsection 4, of the Act on Capital Markets are handled, the Executive of the Danish Business Authority, or employees of the Danish Business Authority authorized by the Executive, also participate without the right to vote.

Consumer Ombudsman

Section 26. The Consumer Ombudsman is summoned when the Board handles supervisory cases regarding fair business practices, good practice, and price information. The Consumer Ombudsman has the same powers as members of the Board in cases covered by the first sentence.

Subsection 2. The Board Secretariat sends the necessary material to the Consumer Ombudsman. The Consumer Ombudsman may only receive material for use in the handling of the case in which they participate. The Consumer Ombudsman is summoned at the same time as the Board members.

Subcommittees

Section 27. The Board may choose to have cases prepared in a subcommittee.

Subsection 2. The Board Secretariat assists in the subcommittees' preparation of cases for handling in the Board, cf. however Section 28, subsection 2.

Subsection 3. A subcommittee is preparatory and has no independent decision-making competence.

The Financially Expert Subcommittee

Section 28. The Board establishes a financially expert subcommittee. The financially expert subcommittee is presented with and prepares cases of a financial nature that are of a principled nature or have far-reaching significant consequences, prior to the handling of the cases in the Board, cf. Section 345, subsection 13, of the Act on Financial Business.

Subsection 2. The secretariat for the financially expert subcommittee assists the subcommittee's preparation of cases for handling in the Board.

Subsection 3. The Danish Financial Supervisory Authority or the Danish Business Authority ensures the presentation of cases covered by subsection 1, second sentence.

Use of External Experts

Section 29. The Board may, as needed, request external experts with special expertise in the rest of the financial area other than cases covered by Section 28, subsection 1, second sentence, for assistance in connection with the handling of Board cases, cf. Section 345, subsection 14, of the Act on Financial Business.

Subsection 2. The external experts may, upon the Chairman's decision, participate in the Board's handling without the right to vote. When the Board has chosen to be assisted by external experts, the parties shall be informed thereof.

Subsection 3. If the Board has requested assistance from external experts in connection with cases, Board members may discuss the case, including material provided, with the external experts, cf. however subsection 5.

Subsection 4. The Board Secretariat sends the necessary material to the external experts. The external experts may only receive material for use in the handling of the case in which they participate. The external experts are summoned to the relevant Board meeting at the same time as the Board.

Subsection 5. In cases where the Board has requested assistance from external experts, the Chairman and the Director of the Danish Financial Supervisory Authority jointly may, in special cases, decide that a case, including material provided regarding the case, may only be discussed among the Board members. In cases covered by the first sentence, the Chairman and the Board Secretariat handle contact with the relevant external experts.

Subsection 6. If a company provides information about business or operational secrets to the Danish Financial Supervisory Authority, in cases where the Board has decided to be assisted by external experts, the company may make a request to the Chairman of the Board that the information not be disclosed to the external experts. If the Board has made a decision to allow external experts to participate in the handling of cases, the Chairman subsequently decides, taking into account the nature of the circumstances, to what extent and in what form the information should be given to the external experts.

Special Experts Regarding Faroese and Greenlandic Matters

Section 30. The Faroese Government and the Government of Greenland each appoint a special expert who, upon the Chairman's decision, may participate in the Board's discussion of cases concerning Faroese or Greenlandic matters respectively. The special experts do not have the right to vote.

Internal Audit

Section 31. The Internal Audit of the Danish Financial Supervisory Authority reports directly to the Board and administratively to the Director of the Danish Financial Supervisory Authority.

Subsection 2. Any Board member may demand that Internal Audit be present during the handling of agenda items at a Board meeting. Internal Audit has the right to speak, but not the right to vote.

Chapter 6 Audience and Practice

Section 32. In cases where party hearing is required pursuant to the Administration of Justice Act, the Danish Financial Supervisory Authority or the Danish Business Authority conducts the party hearing during the handling of the case, before the case is submitted to the Board.

Cases with Audience

Section 33. Parties have the right to audience before the Board and to make a short oral statement in cases covered by Section 5, subsection 1, items 4-6, before the Board makes a decision. In cases with multiple parties, all parties must be offered audience.

Subsection 2. The Board Secretariat summons a party with the right to audience no later than seven days before the Board meeting. A draft of the decision or resolution, and any public version, cf. Section 34, is sent together with the offer of audience to the party. The party must notify the Board Secretariat in writing no later than two working days before the meeting whether the party wishes to have an audience.

Subsection 3. Subsection 2 also applies in cases where no party hearing has been conducted pursuant to the Administration of Justice Act.

Subsection 4. The Chairman may decide that the right to audience is forfeited in cases of a particularly urgent nature. The right to audience is forfeited when cases are submitted for decision to refer cases to police investigation, if significant investigative interests speak against offering the party an audience.

Subsection 5. The person who has requested an audience must participate in person and has only the right to be present during the audience and when answering any questions. There may be a maximum of five participants at an audience. The Chairman may decide to dispense with the requirement in the second sentence.

Material to Parties at Audience

Section 34. In cases submitted to the Board of the Danish Financial Supervisory Authority, where party hearing has been conducted pursuant to the Administration of Justice Act, the final draft of the decision or resolution must be sent to the party no later than seven days before the Board meeting.

Subsection 2. In cases where the Danish Financial Supervisory Authority or the Danish Business Authority assesses that the case is covered by the legislation's rules on publication, the material is supplemented with a draft of the decision or resolution as it is intended to be published. The party then has the opportunity, before the case is handled by the Board, to provide comments regarding the publication, including indicating which information the party believes should possibly be removed from the draft decision before publication.

Subsection 3. If the party accepts the offer of audience, comments must be provided no later than at the time of the audience. In cases where the party has chosen not to accept the offer of audience, comments must be provided in writing no later than the end of the day before the Board meeting.

Oral Statement at Audience

Section 35. The oral statement is a supplement to the written material in the case. The person who wishes to provide a supplementary statement in connection with an audience must send a summary of the statement to be presented to the Board to the Board Secretariat in writing no later than two working days before the meeting.

Subsection 2. The Chairman may cut off statements that relate to matters that are of no significance to the decision of the case. The Chairman may give permission for clarifying questions to be asked of the person who has the audience.

Subsection 3. The Chairman sets the time for the oral statement. If the person who has requested an audience is prevented from attending or does not adhere to the time for the audience, the right to audience is forfeited. In these cases, the Board decides the case on the existing basis.

Subsection 4. The duration of the oral statement is limited to ten minutes, unless the Chairman exceptionally allows statements of longer duration, cf. however subsection 3. In the case of multiple parties in the same case, all parties have the right to their own oral statement, cf. Section 33, subsection 1, second sentence.

Subsection 5. The duration of the oral statement is limited to twenty minutes in cases covered by Sections 64 and 351 of the Act on Financial Business, Sections 68 and 221 of the Act on Capital Markets, Sections 13, 168 and 168a of the Act on Alternative Investment Fund Managers, Sections 4 and 14 of the Act on Real Estate Credit Companies, Sections 30, 134 and 134a of the Act on Payments, Sections 57 and 172 of the Act on Investment Funds, Sections 23a and 27 of the Act on Labour Market Supplementary Pension, Sections 4a and 10 of the Act on the Labour Market Supplementary Pension Fund, Sections 4 and 14 of the Act on Financial Advisors, Investment Advisors and Mortgage Credit Intermediaries, Sections 45 and 51c of the Money Laundering Act, Section 75 and 242 of the Act on Securities Firms and Investment Services and Activities, Sections 9 and 27 of the Act on Insurance Mediation, Sections 4 and 17 of the Act on Consumer Credit Business, Sections 42 and 98 of the Act on Company Pension...